1.1. These following General Terms and Conditions apply exclusively to all contracts regarding services, deliveries, and other performances, which are concluded by snekmedia GmbH (hereinafter briefly referred to as the "Contractor") with a contractual partner. Anything deviating from these conditions will only be considered agreed upon if it has been documented in writing between the Contractor and the contractual partner.
1.2. The Contractor provides its services, deliveries, and other performances solely to businesses as per § 1 KschG.
1.3. These Terms and Conditions also apply to all future deliveries, services, or offers to the contractual partner, even if they are not agreed upon separately again.
1.4. General Terms and Conditions or other service or sales conditions of contractual partners, which may, for example, be listed on offers or other correspondence of the contractual partner, do not become part of the contract with the Contractor, even if they are not objected to, unless the Contractor has previously agreed to them in writing. If deviations from these terms are agreed upon in writing in individual cases, those deviations only apply to that particular business transaction.
1.5. The currently valid version of these General Terms and Conditions can be accessed and downloaded at any time on the internet at www.archisnek.com, www.snekmedia.com, and www.rendersnek.com. They are also available for download there or can be provided upon request.
2.1. All details provided by the Contractor regarding the services offered to contractual partners are non-binding and subject to change.
2.2. Binding offers from the Contractor can only be accepted in writing by the contractual partner within the respective offer period.
2.3. Documents related to the services provided by the Contractor, such as performance details, etc., unless otherwise agreed upon in writing, are not considered as specifically assured characteristics.
2.4. Any offers from the Contractor can only be accepted with respect to the entire service offered. If the acceptance declaration of the contractual partner deviates from the Contractor's offer, this differing acceptance declaration by the contractual partner constitutes a new offer, which the Contractor can accept.
3.1. Prices apply to the scope of performance and delivery outlined in the respective contract. Commissioning of deliveries or services that exceed the scope defined in the contract (especially additional or special services) will be invoiced separately.
3.2. All prices are given in Euro. Unless explicitly agreed upon in writing, price details are not to be understood as all-inclusive prices.
3.3. All listed prices, unless otherwise specified by the Contractor, are exclusive of all duties and taxes, especially excluding the statutory VAT or respective import duties, as well as potential shipping costs, travel expenses, and allowances. Any duties, taxes, and shipping costs will be billed additionally.
3.4. All prices are based on the assumption that services can be carried out continuously, unhindered, and without interruption. Additional costs due to obstacles or interruptions in continuous operations, which are attributable to the contractual partner or a third party associated with them, will be billed separately to the contractual partner.
3.5. The Contractor is entitled to increase prices, unless otherwise agreed in writing, if uncontrollable circumstances occur after the date of the Contractor's offer or its acceptance, such as:
a) Suppliers or other subcontractors raising their prices for necessary materials for execution or delivery; these increases can be fully passed on to the contractual partner.
b) Increases in wages and salaries due to statutory or collective agreement adjustments, or if energy costs, transportation costs, or taxes for the contractor increase; the price adjustment will be proportional to the cost increase impacting the contractual partner's order.
3.6. Price increases will be communicated to the contractual partner through an individually addressed letter (possibly by email), detailing the circumstances and reasons for the price increase along with the resulting changes.
3.7. For deliveries and services, the contractual partner must provide the Contractor with their VAT Identification Number (UID-Number). If the contractual partner fails to provide or provides an incorrect UID-Number, misuses the UID-Number, or doesn't export the goods to another EU country, they are liable to the Contractor for the payment of Austrian VAT at the statutory rate, irrespective of further claims.
3.8. If commissioned services are modified or terminated unilaterally by the contractual partner without involving the Contractor – regardless of the Contractor's ongoing regular care – the contractual partner must compensate the Contractor for services rendered to date as per the agreed payment and reimburse all incurred costs. If this termination is due to a breach of duty by the contractual partner, they must also reimburse the Contractor the full amount agreed upon for this order, with the conditions of § 1168 AGBG entirely excluded. Additionally, the contractual partner must indemnify the Contractor against any third-party claims resulting from a modification/cancellation of the commissioned services attributable to the contractual partner, especially from the Contractor's subcontractors. By paying the fee, the contractual partner does not acquire any usage rights to services already provided but not fully completed; non-executed concepts, drafts, and other documents must instead be promptly returned to the Contractor unless explicitly agreed otherwise.
4.1. The respective fee of the Contractor is due upon invoicing unless special payment terms are agreed upon in writing in individual cases. The Contractor is entitled to immediately charge the contractual partner for all out-of-pocket expenses.
4.2. The Contractor's deliveries remain the property of the Contractor until the full payment of the fee, including all ancillary obligations. The contractual partner has no right to retain (partial) services against the Contractor. Any sale, pledging, leasing, transfer of security, or any other provision of the reserved property to third parties is prohibited. In case of attachment or any other claim on the reserved property by third parties, the contractual partner is obligated to assert the Contractor's ownership rights at their own expense and inform the Contractor within 24 hours by verifiable written notification.
4.3. Asserting the retention of title by the Contractor, unless there's an explicit written statement to the contrary by the Contractor, is not considered a withdrawal from the contract. Rather, in addition to the claim for surrender, the Contractor retains the rights from the respective contract, especially for compensation for damages.
4.4. In case of a payment delay by the contractual partner, the legal default interest applicable to business transactions under § 456 UGB shall apply. The assertion of further claims, especially claims for damages, remains unaffected.
4.5. In the event that the contractual partner fails to fulfill their payment obligation properly, it is agreed between the Contractor and the contractual partner that in addition to the statutory default interest, compound interest pursuant to § 1000 para. 2 ABGB becomes due.
4.6. The Contractor is entitled to demand immediate payment and to perform or deliver outstanding services only against advance payment or provision of security as soon as circumstances become known that are likely to significantly reduce the contractual partner's creditworthiness and thereby seem to endanger the payment of the Contractor's open claims from the respective contractual relationship.
4.7. In the event of a payment delay by the contractual partner, the Contractor is entitled to invoice all services and partial services provided, even within the framework of other contracts concluded with the contractual partner, and to declare them due immediately. Furthermore, the Contractor is not obliged to provide further services until the outstanding amount is settled and is entitled to demand advance payment or security for services and deliveries still to be provided or to withdraw from the contract after setting a reasonable grace period. The obligation of the contractual partner to pay the fee remains unaffected.
4.8. If payment in installments has been agreed, the Contractor reserves the right, in the event of non-timely payment of partial amounts or secondary claims, to demand immediate payment of the entire outstanding debt (loss of deadline).
4.9. The contractual partner is not entitled to offset its own claims against claims of the Contractor unless the contractual partner's claim has been acknowledged in writing by the Contractor or has been legally established in court.
4.10. Concessions granted by the Contractor (discounts, deductions, rebates) are also forfeited retroactively in full for the entire order if the contractual partner falls behind in payment of even a partial, final, or other invoice.
4.11. The granting of rebates requires explicit written agreement and must not have already expired as previously determined. A discount on the final invoice is only permissible if all previous partial invoices have been settled on time. A discount on partial invoices is only allowed if such a discount is noted on the invoice.
4.12. Unlawful price deductions by the contractual partner result retroactively in the loss of the entire rebate and all other price discounts for the entire order or partial services.
4.13. For partial deliveries/services, partial invoices are always permissible. The payment terms established for the entire order apply equally to partial invoices.
4.14. The Contractor is entitled to send invoices to the contractual partner in electronic form (especially by email) to an address provided by the contractual partner. The contractual partner expressly agrees to receive invoices in electronic form.
5.1. The performance or delivery deadlines and dates will be adhered to by the Contractor as far as possible. Unless expressly agreed as binding, they are non-binding and are always understood as the estimated time of provision and handover to the contractual partner.
5.2. The Contractor is entitled to postpone agreed performance and delivery dates or to extend the deadlines for providing the service if adherence to the dates becomes impossible or unreasonably difficult for the Contractor, and the circumstance is not within the Contractor's sphere of influence. This applies in particular to work conflicts, fires, wars, strikes, pandemics, environmental disasters, etc. This also applies if such unforeseen obstacles and circumstances occur with subcontractors or vicarious agents.
5.3. If circumstances for which the Contractor is not responsible result in the Contractor being unable to fulfill all outstanding orders on time (objective delay), the Contractor is not obliged to make use of third-party services.
5.4. The contractual partner is obligated to accept the deliveries and services provided by the Contractor at the agreed date.
6.1. The scope of services to be provided is derived from the service description in the contract with the contractual partner or any offer, possibly based on a non-binding cost estimate by the contractor. Subsequent changes to the content of the service require written confirmation from the contractor. Within the framework specified by the contractual partner, the contractor has creative freedom in fulfilling the order.
6.2. All services of the contractor (in particular all preliminary designs, electronic files or other necessary documents for service provision, etc.) are to be checked by the contractual partner and approved by him within five working days from receipt. If this period expires without feedback from the contractual partner, they are considered approved by the contractual partner.
6.3. The contractual partner will provide the contractor in a timely, complete, and continuous manner with all the information, documents, and data necessary for the provision of the service and delivery. He will inform the contractor of all circumstances significant for contract fulfillment, even if they become known only during the execution of the order. The contractual partner bears the expense arising from the fact that, due to his incorrect, incomplete or subsequently modified details, works must be repeated, adapted or delayed by the contractor.
6.4. Furthermore, the contractual partner is obligated to check the data provided for the execution of the order (e.g., photos, logos, etc.) for any copyrights, trademarks, signs, or other third-party rights (rights clearance) and guarantees that the documents are free from third-party rights and can therefore be used for the intended purpose. In the event of slight or gross negligence or after fulfilling his duty to warn, the contractor is not liable – at least in relation to the contractual partner – for a violation of such third-party rights by documents provided by the contractual partner. If the contractor is claimed by a third party due to such a rights violation, the contractual partner is obligated to hold the contractor completely harmless and without any liability; the contractual partner must compensate the contractor for all disadvantages arising from a claim by third parties, especially the costs of appropriate legal representation. The contractual partner is committed to supporting the contractor in defending against any third-party claims. For this purpose, the contractual partner provides the contractor with all documents without being asked.
6.5. Furthermore, the contractual partner is responsible for ensuring that the specific approvals or consents of third parties required for the implementation of the project (e.g., consent of the author or rights holder of the building or other copyrighted work involved in the project, public-law filming permits, consent of the respective (property) owners, etc.) are available. Point 6.4. applies analogously.
6.6. The documents, documents, files, etc. provided by the contractual partner for the fulfillment of the contract have an impact on the result of contract fulfillment. The contractor is not liable for a deficient result that can be attributed to the inadequate or insufficient quality of the documents, documents, files, etc. provided by the contractual partner.
6.7. At his discretion, the contractor can partially or entirely perform the service to the contractual partner himself, partially or entirely employ knowledgeable third parties as vicarious agents in the provision of contract-related services, and/or partially or entirely substitute such services ("third-party services"). The commissioning of third parties within the framework of a third-party service takes place either in his own name or in the name of the contractual partner. The contractor will select these third parties carefully and ensure that they have the required professional qualifications. The contractual partner must assume obligations towards third parties that extend beyond the contract term. This also expressly applies in the event of the termination of the contract with the contractor for an important reason.
7.1. The contractual partner is granted the right to exploit the delivered works and services provided only within the scope of the order described in the contract.
7.2. Unless otherwise agreed, the contractor reserves all rights and uses of the works, documents (especially designs, concepts, strategies) he supplied, and services he provided. Therefore, the contractor particularly retains all proprietary and intellectual property rights to the services created under the order. The contractor thus retains, excluding the right of the contractual partner according to point 7.1, the irrevocable, exclusive, and unrestricted right in terms of time, subject, and place to use the work. Furthermore, the contractor is entitled to transfer his rights to third parties, grant sublicenses, and grant work usage rights or permissions.
7.3. The contractual partner is only entitled to use the contractor's documents and works for the purposes covered by the contract. In particular, the contractual partner is not entitled, without the explicit consent of the contractor, to reproduce and/or distribute documents and works owned by the contractor.
7.4. The contractual partner's breach of the provisions mentioned in points 7.2 and 7.3 entitles the contractor to terminate the contractual relationship immediately and prematurely, as well as to assert other legal claims, especially for injunction and/or compensation.
7.5. The contractor has the right to refer to himself and possibly the author on all advertising materials and in all advertising measures, without the contractual partner being entitled to any compensation for this. Subject to the anytime possible written revocation by the contractual partner, the contractor is entitled to refer to his advertising materials and especially on his website with name and company logo to the existing or former business relationship with the contractual partner (reference note).
8.1. Special or assured characteristics only become part of the contract if they were agreed upon in writing.
8.2. The warranty period is 12 months.
8.3. No warranty is provided for minor deviations, such as color nuances, as well as for minor variations from samples and/or dimensions, and the contractual partner is not entitled to reject the goods/service, demand a price reduction, or cancel the contract due to error or any other reason.
8.4. Upon delivery or provision of the service, delivered goods or rendered services are considered transferred and accepted by the contractual partner.
8.5. Notifications of defects must be submitted within 14 days of the handover or acceptance of the service or partial service by registered mail, with the contractual partner specifically indicating the occurring defects. The contractor has the right to inspect the deliveries and services complained about by the contractual partner regarding the asserted defects after the defect notification. If the contractual partner refuses this inspection, they lose all associated warranty and compensation claims.
8.6. The contractual partner must prove the presence of defects. The presumption of defectiveness at the time of handover (service) according to § 924 ABGB is expressly excluded. That a possibly occurring defect was already present at the time of handover (service) must always be proven by the contractual partner.
8.7. The contractual partner cannot refuse acceptance due to insignificant defects.
8.8. Excluded from the warranty are defects that arise from negligent, incorrect, or improper handling of the services by the contractual partner or due to similar external influences. This is especially the case when defects can be traced back to incorrect data provided by the contractual partner.
8.9. In the case of a defect, the contractor can choose whether to rectify it through improvement or replacement.
8.10. If rectifying a defect or exchanging is impossible or would involve disproportionately high effort, then the contractor can refuse this. In this case, the contractual partner can only request a price reduction. Otherwise, the remedy of conversion is hereby expressly waived.
8.11. The contractual partner is under no circumstances entitled to withhold the agreed remuneration or a proportional amount of the remuneration or purchase price corresponding to the expected rectification costs.
8.12. If the contractor provides services with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the contractual partner. In this case, the contractual partner will primarily address these third parties.
8.13. § 933b ABGB is not applied.
9.1. The contractor is only liable for damages in all relevant cases if there is intent or gross negligence. The contractor's liability is excluded in cases of minor negligence and other gross negligence. In the case of minor negligence and other gross negligence, the contractor is solely liable for personal injury. This applies analogously also regarding the liability for the behavior of third parties whom the contractor uses to fulfill contractual obligations.
9.2. The contractor is not liable for indirect damages, lost profits, interest losses, omitted savings, consequential and financial damages, damages from third-party claims, as well as for the loss of data and programs and their restoration, unless the damage/defect is due to gross negligence or intent.
9.3. Regardless of the cause and legal basis of the damage, the contractor's liability is limited to the coverage amount of the contractor's liability insurance or, if damage is not covered by this, limited to 50% of the fee of the respective contract; in the case of an ongoing commission, however, a maximum of 50% of the annual fee of the respective contract of the year in which the damage occurred.
9.4. Claims for damages against the contractor must be asserted in court within six months after the contractual partner has become aware of the damage and the perpetrator or the otherwise claim-establishing event, but at the latest within three years after the damage-causing (claim-establishing) event (behavior). The burden of proof for the existence and amount of damage lies with the contractual partner.
9.5. The aforementioned liability exclusions and limitations apply to the same extent in favor of employees and other agents of the contractor.
9.6. Also refer to point 6.4.
10.1. Regardless of other rights, the contractor is entitled to withdraw from the contract or to terminate it, especially if the contractual partner (i) breaches its obligations from this contract, in particular its payment obligations or its cooperation obligations, despite a grace period of 14 days and does not restore the contractual state, (ii) if the execution of the delivery or the commencement or continuation of the service is impossible for reasons attributable to the contractual partner, or further delayed despite setting an appropriate grace period, or (iii) if the service to be provided by the contractor becomes impossible or economically unreasonable due to circumstances beyond the contractor's control.
10.2. If a long-term contractual relationship is established, the contractor can terminate it at any time without notice if there is an important reason, regardless of any agreed term. An important reason is particularly: (i) the violation of the obligations of the contractual partner from this contract, especially payment or cooperation obligations, (ii) the loss of trust in the contractual partner as a contractual partner when the execution of the delivery or the commencement or continuation of the service becomes impossible or is further delayed for reasons attributable to the contractual partner, (iii) when the service to be provided by the contractor becomes impossible or economically unreasonable due to circumstances not within the contractor's control.
10.3. The assertion of further claims by the contractor is expressly reserved.
10.4. The contractual partner can only withdraw from the contract due to delivery delay after setting an appropriate grace period, at least 4 weeks. The withdrawal must be asserted by registered mail. The right of withdrawal only relates to the part of the delivery or service where the delay exists. Withdrawal from the contract can only be declared for important reasons in all other cases.
10.5. Without prejudice to other claims, the contractor is entitled to invoice for services or partial services already provided in the event of a justified withdrawal or termination by the contractual partner. This also applies if the delivery or service has not yet been accepted by the contractual partner. Alternatively, the contractor also has the right to demand the return of items already delivered or services rendered.
10.6. In the event of a justified withdrawal from the contract by the principal, they are entitled in all cases, without proof of actual damage and regardless of fault, to demand a contractual penalty amounting to 15% of the gross invoice amount. The contractor reserves the right to assert further damage and other claims.
10.7. If the contractual partner unjustifiably withdraws from the contract or declares its cancellation without justification, the contractor has the choice to demand the fulfillment of the contract or damages for non-performance; in the latter case, the contractual partner is obliged, at the contractor's discretion, without proof of actual damage and regardless of fault, to pay a contractual penalty amounting to 15% of the gross invoice amount or to compensate for the actual damage incurred. If the contractor demands contract fulfillment, they are entitled to assert any damage related to the unjustified contract withdrawal or unjustified contract dissolution. In any case, the contractor reserves the right to assert other statutory and contractual claims against the contractual partner.
11.1. The contractual partner commits to using all the information, data, calculations, reports, and programs provided to them solely for this project and to otherwise maintain their confidentiality. The contractual partner must also ensure that their employees or third parties, who are involved in the project on behalf of the contractual partner, comply with this confidentiality agreement.
11.2. The contractor is entitled to reference or publish services that were provided for the contractual partner, mentioning the contractual partner's name, especially for advertising their own services.
11.3. Furthermore, the contractor is entitled to use the company logo of the contractual partner for advertising and marketing purposes in print and online media. This use can be revoked by the contractual partner at any time.
12.1. Austrian substantive law applies, excluding its referral norms. The applicability of the UN Sales Law is expressly excluded.
12.2. For all disputes arising from this contract, including the question of the valid conclusion of the contract and its pre and post effects, the exclusive jurisdiction of the locally and materially competent court at the contractor's headquarters is agreed upon.
12.3. The place of performance for deliveries and services of the contractor is always the contractor's headquarters.
13.1. Changes or additions to a contract require written form. This also applies to changes to the written form requirement.
13.2. The contractual partner is obligated to inform the contractor of changes to his business and/or email address, otherwise declarations by the contractor are considered delivered if they are sent to the last known business and email address.
13.3. If individual provisions of these general terms and conditions are or become null and void, unenforceable, and/or invalid, it is understood that this does not result in the nullity, unenforceability, and/or invalidity of the entire general terms and conditions. In such cases, the parties commit to agree on a provision to replace the null, unenforceable, and/or invalid provisions that economically comes closest to the purpose pursued with the null, unenforceable, and/or invalid provision. The same applies to gaps in these general terms and conditions.
13.4. Changes to the general terms and conditions will be communicated to the contractual partners and are considered agreed upon if the contractual partner does not object in writing within 14 days; the contractual partner will be expressly informed about the significance of silence in the notification.
13.5. The contract language is English.
Last Updated 27.10.2023