Terms and Conditions

wordsmattr GmbH

Kohlmarkt 8-10

1010 Vienna

Austria

Registered office: Vienna

(hereinafter referred to as: Agency)

1.1 The following general terms and conditions apply to all legal transactions between WORDSMATTR.IO, hereinafter referred to as "Agency," and its contractual partners, hereinafter referred to as "Client." Conditions deviating from these terms will only be accepted by the Agency upon separate written acknowledgment.

1.2 All agreements made between the Agency and the Client for the purpose of executing an order must be made in writing. Amendments, supplements, and ancillary agreements require written form to be effective.

1.3 These terms and conditions also apply to all future business relationships with the Client, even if not expressly agreed upon again.

1.4 The Agency provides services in the areas of online and print advertising as well as media design. The detailed description of services to be provided results from tender documents, briefings, offers, project contracts, their annexes, and service descriptions of the Agency.

2.1 In addition to the project contract and its annexes, the basis for agency work and a contract component is the briefing to be provided by the Client to the Agency. This must be completed according to the template provided by the Agency and the questions contained therein. If the completed briefing does not meet the requirements or its content is insufficient for the intended agency work, the Agency may request improvement. If the briefing is communicated orally or by telephone, the Agency will prepare a re-briefing of the briefing content, which will be delivered to the Client within 5 business days. This re-briefing becomes a binding contract component if the Client does not object within 5 business days.

2.2 Any amendment and/or supplement to the contract and/or its components requires written form. Any additional costs incurred shall be borne by the Client.

2.3 Events of force majeure entitle the Agency to postpone the project commissioned by the Client by the duration of the impediment plus a reasonable start-up period. No claim for damages by the Client against the Agency shall result from this. This also applies if important deadlines and/or events for the Client cannot be met and/or do not occur as a result.

3.1 Upon full payment of the agreed fee, the Client acquires simple usage rights to all works produced by the Agency within the scope of this contract for the contractually agreed duration and extent. This transfer of simple usage rights applies insofar as a transfer is possible under the existing guidelines of any suppliers of the Agency (e.g., media partners) and under Austrian law. The transfer applies only to use in the agreed territories. Uses beyond these territories require a written agreement within the scope of the contract or a separate written ancillary agreement. Usage rights to works that have not been paid for at the time of contract termination remain with the Agency, subject to other arrangements. Should works have been created or published with media partners prior to final payment pursuant to a written agreement, the Agency may revoke or withhold the content if the Client fails to meet their payment obligations.

3.2 The services developed within the scope of the contract are protected as personal intellectual creations under copyright law. This provision is also deemed agreed even if the level of creativity required by copyright law has not been reached.

3.3 The Agency may appropriately and customarily sign the advertising materials it develops and publish the commissioned work for self-promotion. This signing and promotional use may be excluded by a separate agreement between the Agency and the Client.

3.4 The Agency's works may not be altered by the Client or third parties commissioned by the Client, either in the original or in reproduction. Any imitation, including of parts of the work, is prohibited. In case of violation, the Agency is entitled to additional compensation of at least 2.5 times the originally agreed fee from the Client.

3.5 The transfer of granted usage rights to third parties and/or multiple uses are subject to fees and require the Agency's consent, unless regulated in the initial contract.

3.6 The Agency has the right to request information regarding the extent of usage.

3.7 The Client is strictly prohibited – without express written permission – from any advertising using the logos of booked publishers, such as "as seen in" placements on the website or similar. This may result in legal action by the publishing house.

4.1 The compensation agreed in the contract/offer applies. Unless otherwise contractually regulated, payments are due within 14 days of invoicing without any deduction. If payment deadlines are exceeded, the Agency is entitled, without further notice, to default interest of 10% above the base interest rate of the Austrian National Bank. The right to claim further damages remains unaffected by this provision.

4.2 If the development of the agreed services extends over a longer period, the Agency may invoice the Client for interim payments for services already rendered. These partial services do not need to be in a form usable by the Client and may also exist as a pure working basis on the Agency's side.

4.3 In the event of changes or cancellation of orders, work, and the like by the Client and/or if the prerequisites for service provision change, the Client must reimburse the Agency for all costs incurred and indemnify the Agency against any liabilities to third parties.

4.4 If the Client withdraws from a contract before the start of the project, the Agency will charge the Client the following percentages of the originally contractually agreed fee as a cancellation fee: up to six months before start 10%, from six to three months before start 25%, from three months to four weeks before start 50%, from four to two weeks before start 80%, from two weeks before start 100%.

4.5 Two rounds of corrections are included in the price. The Client must provide the Agency or the assigned contact person with a clear written statement when client feedback has been completely given and the Agency can begin the revision. For each additional correction beyond the two included rounds, a fee of EUR 295 net per feedback loop will be charged, provided the advertising material has not yet started/gone live. Business hours are: weekdays Monday – Friday 9:00 AM – 6:00 PM. For express or deadline work outside our business hours as well as on weekends and holidays, surcharges of 25% will be applied to the respective price. For hourly compensation, costs amount to the agency hourly rate of EUR 95/h net. Express or deadline work also includes orders placed during regular business hours whose deadline or delivery also falls within business hours on the following business day and cannot be completed during regular business hours. For renewed corrections and changes after written approval has already been given, a fee of EUR 495 net per improvement loop will be charged.

4.6 All prices stated in offers and orders and the resulting amounts to be paid are exclusive of the legally applicable value-added tax at the respective current rate. For clients outside Austria, the reverse-charge system for reversing the tax liability is generally applied.

7.1 The Client shall provide the Agency with all data, documents, and, where applicable, advertising materials required for the execution of the project free of charge. All working documents will be handled carefully by the Agency, protected from third-party access, and used only for the execution of the respective contract or follow-up contracts from the same Client. The Client has no right to deletion of the provided digital data unless otherwise agreed in writing. Physical items (e.g., camera equipment) provided by the Client to the Agency for project execution will be returned to the Client upon completion of the contract, unless a different written agreement has been made.

7.2 In connection with a commissioned project, the Client shall only award contracts to other agencies or service providers after consultation and in agreement with the Agency.

8.1 The risk of legal permissibility of the measures developed and carried out by the Agency is borne by the Client. This applies in particular in the event that the actions and measures violate provisions of competition law, copyright law, and special advertising laws. However, the Agency is obligated to point out legal risks insofar as these become known to it during its activities. The Client shall indemnify the Agency against third-party claims if the Agency acted at the Client's express request despite having communicated concerns regarding the permissibility of the measures. Such concerns must be communicated by the Agency to the Client in writing immediately upon becoming known. If the Agency considers a competition law review by a particularly expert person or institution necessary for a measure to be carried out, the Client shall bear the costs after consultation with the Agency.

8.2 The Agency shall in no case be liable for factual statements about the Client's products and services contained in advertising measures. The Agency is also not liable for the patent, copyright, and trademark protectability or registrability of ideas, suggestions, proposals, concepts, and drafts delivered within the scope of the contract.

8.3 The Agency is only liable for damages caused intentionally or through gross negligence by itself or its vicarious agents. The Agency's liability is limited in amount to the one-time revenue of the Agency resulting from the respective contract. The Agency's liability for consequential damages from positive breach of contract is excluded to the extent that the Agency's liability does not result from a breach of duties essential to the fulfillment of the contractual purpose.

9.1 The Client undertakes to pay any fees due to collecting societies such as GEMA (in Germany) or AKM (in Austria). If these fees are advanced by the Agency, the Client undertakes to reimburse them to the Agency upon proof. This may also occur after termination of the contractual relationship.

9.2 The Client is informed that when commissioning work in the artistic, conceptual, and advertising advisory fields from a non-legal entity, a social security contribution for artists (Künstlersozialabgabe) is payable to the Artists' Social Insurance Fund (Künstlersozialkasse). This contribution may not be deducted from the Agency's invoice by the Client. The Client is solely responsible for compliance with registration and payment obligations.

10.1 Freelancers or third parties engaged by the Agency are vicarious agents of the Agency. The Agency may choose these employees independently and without consultation with the Client. The Agency does not need to obtain confirmation from the Client for third-party services.

10.2 The Client undertakes not to commission these employees – deployed by the Agency in the course of contract execution – directly or indirectly with projects without the Agency's involvement within 12 months following the completion of the contract.

11.1 All working documents, electronic data, and records created during the execution of the contract on the Agency's side remain with the Agency. The Client cannot demand the release of these documents and data.

11.2 Upon payment of the agreed fee, the Agency owes the agreed service, but not the intermediate steps leading to this result in the form of sketches, drafts, production data, or other incidentally created content.

12.1 Commissioned media planning projects are carried out by the Agency to the best of its knowledge and belief based on the media documents available to it, information from media partners, and generally accessible market research data. The Agency does not owe the Client a specific advertising success through these services.

12.2 All discounts, special conditions, and rebates that the Agency grants the Client for a specific project apply exclusively to that project and the services specified in the offer or project contract. The Client has no right to receive the same conditions for subsequent orders of similar scope.

12.3 The Agency is not liable for short-term changes regarding the price, scope of services, or other project-related circumstances resulting from changed delivery conditions of media partners. However, the Agency endeavors to find and offer adequate replacement services or compensation for the Client.

12.4 For extensive media services, the Agency is entitled to invoice the Client for a certain proportion of third-party costs and to make bookings with the corresponding media partners only after receipt of payment. The Agency is not liable for any failure to meet a placement deadline due to late payment receipt. No claim for damages by the Client against the Agency arises from this.

13.1 Contracts based on an offer are project-related unless otherwise agreed. The duration of the contract relates to the completion of the services specified in the offer.

13.2 Service provision begins upon signing of the offer or project contract. Withdrawal from the contract results in the cancellation fees listed in section 4.4.

15.1 The Client is not entitled to assign claims from the contract.

15.2 Set-off or the assertion of a right of retention by the Client is only permissible with acknowledged or legally established counterclaims.

15.3 The law of the Republic of Austria shall apply. The place of performance and jurisdiction is Vienna.

15.4 Should any provision of these General Terms and Conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provision, an appropriate alternative provision shall apply by way of contract adjustment that comes closest economically to what the contracting parties would have intended had they been aware of the invalidity of the provision.