General terms and conditions of business
General and basis of application
The recipients of these general terms and conditions (hereinafter referred to as "GTC") confirm that they have taken note of and accepted the following terms and conditions of Boes Media Solutions e.U..
All business relations between Boes Media Solutions e.U. (hereinafter referred to as the "Agency") and the customer (hereinafter referred to as the "Customer") are in any case subject to these GTC in the version valid at the time of the contract.
Validity of contractual clauses
The terms and conditions of customers or third parties of the latter, if not expressly agreed in writing with the Agency, even if they are known, are not accepted and are not part of the contract with the Agency.
Should individual clauses of these General Terms and Conditions be declared invalid by law, this shall not affect the binding force of the other clauses and the invalid content shall be replaced by the respective appropriate legal provision.
In the entrepreneurial sphere, clauses are shortened to their legally permissible part and to the part corresponding to the meaning and purpose of the law, if this corresponds to the meaning and purpose.
renewal of provisions
In the event of an ongoing business relationship between the Agency and the Client, the Client is deemed to have agreed to a revised version of these Terms and Conditions.
From the date of receipt of the information about a revised version, the customer has 30 days to object to the changes before they become valid for the current contract.
Should the customer object to the changes to the GTC, the agency has the option to terminate the contract without notice within a period of 60 days.
The advertising agency Boes Media Solutions e.U., which is registered in the professional group of advertising and market communication, is referred to as the agency. The agency can be reached by phone at +43 (0) 2262 20 422 and by mail at firstname.lastname@example.org during business hours (Mon-Fri 9am-6pm).
The Agency's clients may be both entrepreneurs and consumers.
- Consumers" in the sense of these General Terms and Conditions are those natural persons who conclude legal transactions which cannot be attributed to their commercial or independent professional activity (§ 1 Para. 1 Z 2 KschG).
- For the purposes of these GTC, "entrepreneurs" are all customers who do not fall under the term "consumer" (defined by § 1 UGB).
These terms and conditions apply both to contracts with consumers (referred to as "B2C contracts") and to contracts with entrepreneurs (referred to as "B2B contracts").
If individual provisions in these GTC or other contractual documents are only applicable to B2B contracts or only to B2C contracts, this will be indicated separately at the appropriate place (for example point 2.3 of these GTC).
The agency endeavours to formulate these general terms and conditions as well as all other documents relevant to the contract in a way that is comprehensible to consumers and clearly structured.
Consumers are particularly protected by the Consumer Protection Act (KSchG) and should individual provisions therefore apply differently or not to consumers, this will be clearly indicated.
If the agency does not comply with consumer guidelines, it is advisable to contact the agency in order to find a suitable solution.
Registration as a customer
In order to be considered a client of the Agency and to be included in the client database (term is defined in paragraph 6.3.), a registration process must be followed.
The data required for registration are determined by a form. All mandatory fields are marked. The required data must be provided truthfully and completely.
- When filling out the online form for registration, all the necessary steps must be completed and all the necessary data must be filled in. By the function to send the entries are transmitted. Provided that the customer receives a confirmation of the successful registration, the registration is considered completed.
- The form in PDF or paper form must be sent electronically or personally to the Agency. The correctness of the data and the will to register as a customer must be confirmed by signature and the form must be sent to the Agency. Upon confirmation of successful registration by the Agency, the customer registration process is considered complete.
The customer database is a directory of the agency, where all customers with their contact and payment data and other data assigned to the customer (according to the current version of the data protection regulations) are recorded under their customer number.
If customer data (name, company, address, etc.), contact data (e-mail address, telephone number, etc.) or payment data (credit card, account, etc.) change, the agency must be informed immediately.
Simplification of terminology
For ease of visual presentation, the Agency uses the term "product" to refer to both products and services.
Certain subscriptions may also be titled "Membership" or "Service".
Offer and conclusion of contract
If the client is interested in products and services of the agency, a contact person of the agency prepares an individual offer for the specific client.
The offer is valid for 30 days, and the Agency has the right to extend the period of acceptance of the offer at any time.
By accepting the offer, the client automatically agrees to these GTC, the agency's data protection regulations and any additional contractual provisions.
In case of doubt, the cost estimate is to be regarded as without guarantee or, in case of concrete reference to it, is to be indicated as a lump sum price.
service and price specifications
In the spirit of private autonomy, the Agency concludes different types of contracts. The contractual framework conditions are defined between the customer and the agency before the conclusion of the transaction.
- Target debt relationships end with the provision of services and are one-off services.
- Continuing obligations end with termination by one of the two contracting parties. Any notice periods must be observed. Recurring services are owed.
Service specifications are documents that regulate the type and scope of the service. The version of the service description currently valid at the time of the contract shall always apply.
The service descriptions apply in addition to these General Terms and Conditions and become a legal part of the contract upon acceptance of the specific product or subscription.
The current prices for the majority of the agency's services are set out in the price list. These values are guideline values, which the agency uses for the preparation of an individual offer for the customer. The price list is valid in its currently valid version.
Completion and invoice
The project shall be deemed to be completed at the time when all contractually agreed services for the specific product have been fulfilled.
After completion of the project, or in any case after the period agreed in the contract, an invoice will be issued for the project.
The invoice must be paid within the payment period stated on the invoice. If no payment deadline is specified or contractually agreed, a period of 30 days shall apply as the due date for settlement of the claim.
In order to protect the environment, the invoice will be sent electronically to the e-mail address provided during registration. Should the customer wish a paper invoice, this must be communicated to the agency. The agency sends this with costs to the specified billing address.
Payment and payment processing
Payment is always processed via the payment method stored in the customer register and specified by the customer.
The customer has the right to choose among the offered payment methods at any time. The agency can exclude certain payment methods for specific invoices, customers and locations. In addition, the terms and conditions of the payment provider (for credit cards also the card provider) apply additionally.
In case of doubt, payment shall be made by SEPA direct debit, otherwise by invoice. The customer must provide the agency with his account details, personal data and billing address.
The SEPA direct debit is executed via the payment provider GoCardless GmbH (Herzogspitalstraße 24, 80331 Munich DE). The amount is automatically collected from the customer's account after the due date and if this is not possible through the fault of the customer, fees may be incurred.
If a payment cannot be collected after three unsuccessful attempts with the specified payment method, an invoice including fees for unsuccessful payment collection will be provided and sent to the customer. This must be paid within the specified period to the specified account (in case of doubt IBAN DE77 1001 1001 2622 7253 62).
Reminders and reminder fees
If a claim has not been settled by the end of the payment period, the Agency reserves the right to send a payment reminder to the Client. If the customer does not react, the agency can write a reminder for the invoice.
The agency can send two reminders to the customer. For each reminder, the customer has a further 30 days to settle the invoice. The agency reserves the right to charge reminder fees in case of late payment.
If there is no indication from the customer to pay the demanded amount or a time of 90 days after the first reminder has passed, the agency can pass the demand on to another enterprise or assign a collection agency to collect the demand and pass on all resulting costs to the customer.
Subscriptions and cancellation
Some of the agency's offers are linked to recurring services. If it is a subscription, this is clearly evident and it is pointed out.
The subscription is automatically renewed for the contractually agreed term. The customer must observe the notice periods. The customer must give written notice of cancellation at least 30 days before renewal of the subscription.
Unless otherwise agreed in writing with the Agency, the amount of the subscription will be automatically debited from the Client's account or credit card.
Online shop of the agency
The online shop of the agency is a website with products of the agency that can be ordered and paid online. The customer can freely choose from the offer of the online shop.
To place an order in the online shop of the agency a customer account for the shop is necessary. You will receive the access data from the agency or, if possible, through independent registration.
The offer is determined by goods and price. The products you select via the shop page are collected. Before the purchase is completed, the customer gets all products including quantity and applicable taxes displayed.
Customers can choose from various payment methods, whereby these payment methods differ from the general payment methods of the agency.
Payment is processed securely with a payment provider and by placing an order customers agree to the terms of the agency and those of the payment provider.
With a confirmation via the button "Order subject to payment" the order is sent and a valid purchase contract is concluded.
right to withdraw from the contract
The customer may withdraw from the contract at any time and without giving reasons.
The declaration of withdrawal is to be communicated to the agency in writing by e-mail or letter, by telephone under +43 2262 20 422 or directly to the contact person (for B2B contracts always in writing).
In the event that the customer withdraws from the contract, the customer shall bear the costs incurred to date for the contract.
In the case of services (in the case of continuing obligations for the last contractual period), the following charges shall be deemed to apply in the event of withdrawal:
- If the fee has already been paid by the customer, the agency must reimburse 100% until the first information meeting. Any fees for calls and travel costs must be paid by the customer.
- Until the start of the implementation of the project, in any case until the work on the first draft has begun, the Agency shall return 50% of the fee to the Client.
- After the start of the project or sending the first draft, if the client is dissatisfied with the work of the agency, the agency is obliged to refund 10% of the fee for a period of 3 years (the so-called "satisfaction guarantee").
- After 3 years from the start of the project, the Agency shall not be required to reimburse any fee.
If the contract is rescinded, all services must be reclaimed. This means that all licenses expire without notice and services of the agency may no longer be used by the customer under any circumstances.
Should the customer use the services rendered by the agency or only parts thereof despite the termination of the contract, the agency shall be entitled to the full remuneration of the terminated contract, but at most of the offer including usage and fees for a lawsuit.
If products were purchased via distance selling (by telephone or via the online shop), all customers have the following rights:
- You can withdraw from the contract within 14 days without giving any reason, provided that a notice of withdrawal has been sent in due time from the date of delivery.
- If specially adapted products or services are purchased, withdrawal is excluded and, in the case of services without the character of a purchase contract, the general rules on withdrawal apply (see section 15.4 of these GTC).
- As soon as the customer has returned the goods (physical product) at his own expense (and these have been received by us), the agency shall reimburse the customer in full for all services rendered, including delivery costs (insofar as they do not exceed the standard rate).
- The Agency reserves the right to refund the services only upon receipt of the goods (physical product) and may deduct from the refund any damages that reduce the value of further use.
In the case of refunds, the cancellation form listed on the website can be used as an option.
In addition to the satisfaction guarantee (listed in section 15.4 of these GTC), the statutory warranty provisions shall apply.
In the area of B2B contracts, the primary warranty remedy must first be the improvement of the performance, provided that no physical goods are involved in an order from the online shop.
value of services
The value of the service is determined by the prices in the price list and, in the case of physical products from the online shop, by the prices listed there.
The agency excludes in the entrepreneurial area, i.e. in all B2B contracts, a surcharge on the true value of the item.
Limitations of liability
The Agency shall only be liable for material damage if the Agency itself or one of its vicarious agents has jeopardised the purpose of the contract or has caused damage through gross negligence or wilful intent.
In the area of B2C contracts, there is a privilege for customers and liability for slightly negligent conduct is not excluded.
The liability of the agency because of assured characteristics, immaterial goods or personal injuries remains unaffected due to the compelling legal regulations.
These limitations of liability apply to the Agency, its employees and agents as well as to all representatives of the Agency.
Retention of title
The work or the goods shall remain the full property of the Agency until full payment of the remuneration by the Customer, in the case of B2B contracts in any case until the full amount has been received on the account of the Agency.
Upon payment of the remuneration stipulated at the time of the contract (unless point 15.4 applies), ownership of the goods or the work shall pass to the Client. For this purpose, the Customer must sign a takeover confirmation provided by the Agency.
If the amount of the fee is subsequently changed by an adjustment to the contract, the ownership of the goods is transferred to the customer upon payment of this fee.
Customer bonus program
Every customer is encouraged to recommend the service of the agency.
For each referral, where the referrer clearly shows during registration that he comes from the referrer, becomes a customer of the agency and places an order of at least 100€ with the agency, the referrer receives 2000 points.
The customer who clearly indicates during his registration that he has been recommended by the referrer, who is already a customer of the agency, will receive 10% on his first order.
One point is awarded for every €1 worth of service (excluding continuing obligations).
The points can be exchanged for percentage discounts or free goods:
- 2,500 points can be exchanged for the printing costs of 100 business cards (design and shipping costs are not included)
- 5.000 points can be exchanged for a free meeting hour (1h) (travel costs are not included)
- 10,000 points can be exchanged for a one-time discount of 15% on a service (continuing obligations are excluded)
- 25,000 points can be exchanged for 3 months of free Premium Membership (membership must be cancelled by yourself and the terms are not extended by this)
- 50,000 points can be exchanged for a €120 voucher (voucher is valid for 3 years from date of issue and cannot be redeemed for cash)
- 100,000 points can be exchanged for 3 months of free business membership (membership must be cancelled by yourself and the terms are not extended by this)
Only one discount code can be redeemed for each order.
Any customer who is a private individual or self-employed person, non-profit organization or small business with less than 3 employees and an annual turnover not exceeding 10,000 € will receive a discount of 20% on the price listed in the offer on products, with the exception of services.
Proof must be provided by the customer and submitted to the agency in writing. The agency reserves the right to revoke, re-request and refuse the action at any time and may charge an additional fee to the full value in case of falsified evidence.
Licenses and special fees
Licenses which are contractually promised and which are transferred to the customer after takeover are valid for the contractually promised term and in case of doubt for 3 years.
If licenses expire or a continuing obligation, which includes the license fees, is terminated, the customer must pay for the license fees from that point on.
The Agency shall not be obliged to maintain each licence and shall therefore have an extraordinary right of termination if the purchase of the licence appears no longer necessary for further licensing.
The agency has the right to charge special fees in the amount of the prices provided by the third party plus agency fees to the customer for the execution of the contractually requested special service.
Billing according to units
If invoicing is due by units, the unit shall be calculated according to the price per unit stipulated in the contract or, if reference is made to it, in the price list.
An estimate of the units likely to be required is given in the quotation and the units included are defined in more detail in the specification.
Each unit started is considered a full unit and must therefore be paid for in full by the customer according to the fee specified in the contract.
Meetings and travel expenses
The client has the possibility to book a meeting with a contact person of the agency to discuss the implementation of projects and questions of the client.
Each of these meeting units is charged according to the hour started and according to the price previously agreed upon in the contract or, if applicable, according to the price according to the price list.
Excepted from this are introductory and informational interviews that do not exceed a duration of 15 minutes and a frequency of 2 times per year.
The costs for a journey are calculated depending on the distance and are in any case, if they were not included in the contract, to be paid by the customer.
Every customer who has a paid membership is assigned a direct contact person by the agency, who can only be changed by the agency.
The contact person must be available at least at 75% the times specified in the contract (although he or she may also call back) and may be represented by an employee or third party affiliated with the agency.
Domain and Server Provider
If a domain (web address) is necessary for the implementation of the project, it will be obtained from a domain provider and the terms and conditions of this provider become part of the contract.
Only domains that are not already assigned or reserved can be obtained.
If a domain has to be transferred to the agency for a web project, the customer is obliged to provide all necessary documents for the agency at his own expense.
The rights to the domain name and the domain are transferred to the agency during a valid contractual relationship with the agency and insofar as the domain is not placed by the customer with a third party (forwarding).
After termination of the contract, the Agency is obliged, if possible and for the account of the Customer, to transfer and hand over the domain to the Customer for registration with a provider provided by the Customer.
If a web project is contractually stored at a server provider provided by the agency or a server of the agency, the respective terms and conditions of the web hosting provider (such as the partner and web hosting provider IONOS SE Gumpendorfer Straße 142/PF 266, 1060 Vienna) apply.
No liability is assumed for failures and attacks on the server places and domain.
The Agency is obligated to provide the contractually owed web hosting and domain services for at least 75% the contractually stipulated time and may provide higher services if necessary and appropriate.
Completion of services
The service, which is not based on a continuing obligation, shall be deemed to be completed upon delivery to the customer, but in any case after 3 months, unless otherwise contractually agreed in writing, and the customer shall have 30 days from this point in time to fulfil its part of the service.
If the customer is dissatisfied with the service, he must notify the agency within a period of 30 days and if the possibility of free improvement was granted by contract, the contract is considered completed with the last improvement, but in any case 1 month thereafter.
In the case of all services that are connected with a physical product, an advance payment obligation (except in the case of payment on account) on the part of the customer is deemed to have been made, unless otherwise agreed.
In the case of services provided in a continuing obligation, the contractually negotiated units and terms of receipt shall be deemed to have been completed for each service period, in any case upon termination but 1 month thereafter.
Jurisdiction and settlement of disputes
The exclusive place of jurisdiction for contracts with the agency is the regional court of Korneuburg.
For all disputes arising from contracts that cross Austrian national borders, the courts in Austria shall have jurisdiction, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
The European Union (EU) provides a platform for online dispute resolution for all consumers at the web address https://www.ec.europa.eu/consumers/odr.
The agency is not willing or obliged to participate in a dispute resolution procedure before a consumer arbitration board.
The Agency uses the generic masculine in this and all its documents and information texts, which includes the feminine as well as any other gender form.
Occasionally, the feminine and masculine forms are indicated, but this includes all other genders.