This English translation is provided for convenience only. The German version is the sole legally binding version of these General Terms and Conditions.
Contracting parties
Contractor:
Hereinafter also referred to as “seeU” or the “Contractor”.
Client:
The natural or legal person concluding an individual order with the Contractor. Hereinafter also referred to as the “Client”.
Subject matter and scope
These GTC, in conjunction with the respective individual orders, govern all services provided by seeU.
The services include in particular:
- Conception, design and development of websites, landing pages and digital products
- Setup and operation of internal systems, dashboards, interfaces and automations
- Conception, production and distribution of social media content
- Marketing and growth services (tracking, funnels, conversion optimization)
- Maintenance, hosting and operations services
- Photography services for web, brand, product and social
These GTC apply exclusively. Any conflicting or deviating terms and conditions of the Client are expressly rejected, unless seeU agrees to their validity in writing.
These GTC apply to entrepreneurs (B2B) as well as to consumers (B2C) within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG). Where mandatory consumer protection provisions provide for deviating rules, those provisions prevail (§ 23).
Contract structure and conclusion of contract
These GTC form the framework for all individual orders between the parties.
An individual order is concluded through a written offer by the Contractor and its written acceptance by the Client. E-mail suffices. Verbal side agreements require the written confirmation of both parties to be effective.
In the event of contradictions between an individual order and these GTC, the provisions of the individual order prevail.
Unless stated otherwise, offers by the Contractor are binding for 30 days from the date of the offer.
Protection of concepts and ideas in the pre-contractual phase
If the Client invites the Contractor to develop a concept, a strategy or a creative draft before a main contract has been concluded (hereinafter “Pitch”), and the Contractor accepts this invitation, a pre-contractual legal relationship between the parties arises upon this invitation and its acceptance, to which these GTC apply accordingly.
The Client acknowledges that the Contractor already performs considerable creative and economic effort during the Pitch phase without the Client having entered into any payment obligation.
The linguistic and graphic components of a concept – in particular texts, designs, wireframes, strategy papers and presentations – are protected by copyright, provided they reach the required threshold of originality. The Client may not use, exploit or pass on these components to third parties without the express written consent of the Contractor (§§ 1 et seq. of the Austrian Copyright Act, UrhG).
In addition, every concept contains strategic and promotional ideas that may not reach the threshold of originality required for copyright protection. The Client undertakes not to use these ideas either – in particular concept approaches, positioning ideas, slogans, design approaches and communication strategies – outside of a main contract concluded with the Contractor, nor to allow them to be used.
If the Client is of the opinion that ideas presented by the Contractor were independently developed by the Client prior to the presentation, the Client must inform the Contractor of this in writing within 14 days of the presentation and provide suitable evidence. If this notification is not made in due time, the presented idea is deemed to have been developed by the Contractor.
If the Client uses concepts or ideas of the Contractor without concluding a main contract, the Contractor is entitled to demand reasonable remuneration in the amount of the order value stated in the offer plus statutory value-added tax.
Performance of services
The Contractor performs its services with professional diligence in accordance with the respective state of the art.
Specification, deadlines and fees are set out in the respective individual order.
Deadlines are only binding if they have been agreed as binding in writing. Delays originating in the Client's sphere – in particular missing cooperation pursuant to § 8 – postpone deadlines accordingly without further declaration.
The Contractor is entitled to perform partial services and to invoice them separately, insofar as this is reasonable for the Client.
The place of performance is the registered office of the Contractor. The Contractor works remotely. On-site appointments take place by arrangement; travel expenses are invoiced separately based on actual costs.
Use of artificial intelligence
The Contractor uses artificial intelligence (AI) in the course of providing its services, in particular AI models such as Claude (Anthropic) and AI-supported development tools such as Cursor. The Client expressly takes note of this and agrees to it.
The use of AI serves the efficiency and speed of service delivery. Professional quality control, final editing and ultimate responsibility for content always remain with the Contractor.
The Contractor does not make content and data provided by the Client available for the training of public AI models. Insofar as AI providers used provide for the use of inputs for training purposes, the Contractor deactivates this through appropriate settings (opt-out, zero-retention modes, business or API plans).
Under current case law, AI-generated content is not, or only to a limited extent, eligible for copyright protection in many jurisdictions. The Contractor warrants to deliver AI-generated portions free of recognizable third-party rights to the best of its knowledge, but assumes no warranty for the copyright protectability vis-à-vis third parties.
A specific list of AI tools used and their sub-processor status can be found in Annex 3 to the data processing agreement (DPA).
Use of subcontractors
The Contractor is entitled to use subcontractors to fulfil its services – in particular freelancers, external photographers, developers, designers, cloud and hosting service providers.
The Contractor is liable for its subcontractors as for its own personnel. No direct contractual relationships arise between the Client and subcontractors.
Insofar as subcontractors process personal data of the Client, the provisions of the DPA apply (§ 19).
The Contractor obliges all subcontractors in writing to confidentiality at least equivalent to § 18.
Client's duties to cooperate
The Client is obliged to provide all information, content (texts, images, logos, brand guidelines, data), access credentials (e.g. to hosting, domains, social media accounts, CMS, tracking tools) and approvals required for the proper execution of the order in a timely, complete and suitable manner.
The Client warrants that the content provided is free of third-party rights or that the necessary usage, image, trademark and exploitation rights are held by the Client. The Client indemnifies the Contractor against all third-party claims resulting from a breach of this warranty, including reasonable costs of legal defence.
If the performance of services is delayed due to missing or late cooperation by the Client, the Client is in default of acceptance. The Contractor is entitled to demand reasonable remuneration for the resulting additional effort pursuant to § 10 para. 4 and to postpone deadlines accordingly.
If a required act of cooperation is not performed despite a written request setting a deadline of at least 14 days, the Contractor is entitled to withdraw from the contract and to invoice the services rendered up to that point on a pro-rata basis.
Fees, down payment and payment terms
The amount of the fee is set out in the respective individual order. Unless stated otherwise, all prices are net plus statutory value-added tax. Travel expenses, third-party costs (licences, stock material, hosting fees of external providers) and out-of-pocket expenses are to be borne additionally by the Client.
Down payment. Upon placement of the order, a down payment of 50 % of the order value becomes due. Active service delivery commences upon receipt of the down payment.
Payment term. All invoices are due for payment without deduction within 14 days of the invoice date.
Default. If the Client defaults on a payment, the Contractor is entitled, vis-à-vis entrepreneurs, to default interest of 9.2 percentage points above the base rate pursuant to § 456 of the Austrian Commercial Code (UGB). Vis-à-vis consumers, the statutory default interest rate is 4 % p.a. pursuant to § 1000 of the Austrian Civil Code (ABGB). Reminder fees, debt collection costs and other necessary enforcement costs are charged additionally.
Right to withhold services. In the event of default of payment, the Contractor is entitled to withhold further services until full payment has been made and/or to suspend access to operated systems (hosting, maintenance, tools), provided the Client has previously been informed of this consequence in writing and payment has not been made within a grace period of 7 days.
Retention of title. All works and granted usage rights remain with the Contractor until full payment has been made (see § 13 para. 4).
Set-off. Set-off against counterclaims that are not acknowledged or not legally established is excluded vis-à-vis entrepreneurs.
Additional services and change requests
Services exceeding the scope of services agreed in the individual order are deemed additional services.
The Client submits change requests in writing (e-mail suffices). The Contractor assesses the change with regard to effort, costs and impact on the schedule and submits a supplementary offer to the Client.
Work on additional services only commences after written commissioning by the Client. Until such commissioning, the Contractor is not obliged to begin implementation.
Unless a flat fee is agreed for additional services, billing is based on actual effort at an hourly rate of EUR 120.00 net per hour. Commenced quarter hours are rounded up to the next quarter hour. Work outside usual business hours (Mon–Fri 09:00–17:00), on weekends and on public holidays is charged with a surcharge of 50 %.
Acceptance of work deliverables
Insofar as the Contractor provides work deliverables – in particular the creation of a website, a tool, a system or the delivery of finished image data – an acceptance takes place after completion.
The Client must inspect the completed work within 14 days of provision and report any defects in writing. E-mail suffices.
Deemed acceptance. If no written notice of defects is given within the 14-day period, or if the Client uses the work productively – e.g. by putting the website live, publishing content or using it in business operations – the work is deemed accepted.
Immaterial defects do not entitle the Client to refuse acceptance.
For services rendered iteratively (e.g. sprint-based development, monthly content packages), acceptance takes place per sprint or per package.
Maintenance, hosting and service levels
Maintenance, operations and hosting services are offered in two tiers:
- Standard maintenance: The Contractor provides maintenance services with professional diligence. Response takes place during usual business hours (Mon–Fri 09:00–17:00, excluding public holidays in Austria) within a reasonable period. No specific availability or response time is guaranteed.
- Premium maintenance (SLA): Upon express written agreement in the individual order and against separate remuneration, the Contractor guarantees response times and availabilities. The specific values (e.g. 99 % annual availability, response within 4 hours, recovery time) are set out in the respective individual order.
Not included in the availability calculation are outages due to: force majeure (§ 21), scheduled maintenance work with reasonable advance notice, disruptions or outages at third-party providers (hosting providers, cloud services, AI APIs, DNS, internet access, domain registrars, payment service providers), as well as interventions by the Client or third parties in the systems managed by the Contractor.
Under a premium SLA, in the event of failure to meet guaranteed values, a contractual penalty in the amount of the monthly maintenance fee for the month in question applies as lump-sum compensation. Further claims for damages are subject to § 17.
Unless agreed otherwise, domain registrations and third-party licences are concluded by the Client itself in its own name. If registration exceptionally takes place via the Contractor, the Client is obliged to reimburse the costs incurred without delay.
Usage rights and copyright
All works created by the Contractor – code, designs, texts, concepts, photographs, videos and other content – are protected by copyright. The protective rights generally remain with the Contractor or the respective author.
Transfer of rights. Upon full payment of all fees from the respective individual order, the Contractor grants the Client a non-exclusive, transferable usage right, unlimited in time and territory, to the works created within the scope of the order.
Purpose limitation. The usage right is limited to the contractually agreed purpose. Any use beyond this – in particular resale, commercial licensing to third parties, substantial modification to create new works, or use in other brands or products – requires separate written consent and separate remuneration.
Reservation prior to full payment. Until full payment of all fees, all rights remain exclusively with the Contractor. Use of the works prior to full payment is not permitted and constitutes a copyright infringement.
Background IP / reusable components. Frameworks, libraries, code boilerplates, design systems, components, templates, tools, scripts, configurations and methods developed or purchased by the Contractor that the Contractor regularly uses across multiple projects remain the unrestricted property of the Contractor. The Client merely receives a simple right of use within the scope of the use of the specific work.
Open-source components. Insofar as the Contractor uses open-source software, the respective licence terms apply in addition. The Contractor endeavours to use exclusively permissive licences (e.g. MIT, Apache 2.0, BSD), but cannot guarantee this in every individual case.
Source code and design files. Source code and editable design files (e.g. Figma, Photoshop, Illustrator) are only handed over if this is expressly agreed in the individual order and remunerated separately.
Attribution. The Contractor is entitled to identify itself as the author of the work in a discreet manner customary in the industry, e.g. through a note in the footer of a website with a link to seeu.agency or through credits in social media content. Under Austrian law, moral rights are not transferable.
Photography and image rights
Insofar as the Contractor provides photography services, the following provisions apply in addition.
Responsibility for depictions of persons. The Client is solely responsible for ensuring that the required written consents pursuant to § 78 of the Austrian Copyright Act (UrhG) and a valid legal basis under data protection law pursuant to Art. 6 GDPR exist for all persons identifiably depicted in photographs or video recordings – in particular employees, customers, models and passers-by. Upon request, the Contractor provides the Client with a model release form as a template.
Indemnification. The Client indemnifies the Contractor against all third-party claims – in particular of depicted persons – as well as all reasonable costs of legal defence resulting from the use of photographs without valid consent.
The Client warrants that no elements protected by trademark or copyright of third parties are depicted in the recordings without the required consents.
Image selection and raw data. Unless agreed otherwise, the image selection is made by the Contractor at its creative discretion. Raw data (RAW files) are only delivered upon express agreement against separate remuneration.
Delays or cancellations due to weather conditions, missing filming permits or non-appearance of models are at the Client's expense. Effort already incurred – travel, preparation, equipment – is invoiced.
With regard to the usage rights to the photographs, § 13 applies accordingly.
Warranty
The Contractor warrants that its services are performed in accordance with the contract and are not afflicted with defects that nullify or significantly reduce their value or fitness for purpose.
In dealings with entrepreneurs (B2B), the following applies:
- The warranty period is 6 months from delivery or acceptance.
- The Client is subject to a duty to inspect and give notice of defects pursuant to § 377 of the Austrian Commercial Code (UGB). Defects must be reported in writing without delay after discovery, at the latest within 14 days of delivery/acceptance.
- The presumption of defectiveness pursuant to § 924 of the Austrian Civil Code (ABGB) is excluded. The Client must prove the existence of the defect at the time of handover.
- In the event of a justified defect, the Contractor has the right to choose between rectification and replacement. Rescission or price reduction only come into consideration if rectification or replacement fails or is unreasonably refused.
In dealings with consumers (B2C), the statutory warranty provisions – in particular §§ 922 et seq. of the Austrian Civil Code (ABGB) and the Austrian Consumer Warranty Act (VGG) – apply unchanged. The restrictions provided for in para. 2 do not apply to consumers.
Excluded from the warranty are defects attributable to:
- improper handling, interventions or modifications by the Client or third parties;
- incorrect or incomplete content, data or specifications provided by the Client;
- changes to underlying third-party systems – browsers, operating systems, third-party APIs, cloud platforms, AI models – after delivery or acceptance;
- the natural need for adaptation of digital content (e.g. ongoing updates of plugins, interfaces, security updates) that was not agreed as part of the maintenance scope.
Liability
Vis-à-vis entrepreneurs (B2B), the Contractor is liable exclusively for damage caused by intent and gross negligence. Liability for slight negligence is excluded.
Liability for indirect damage, consequential damage, lost profit, data loss, production downtime, reputational damage, frustrated expenses and third-party claims is excluded vis-à-vis entrepreneurs.
Maximum liability amount vis-à-vis entrepreneurs (B2B):
- For individual orders with a flat or project price: the amount of the order value of the individual order in question.
- For continuing contracts (e.g. maintenance, hosting, retainer, social media management): the amount of the remuneration of the last 12 months prior to the event giving rise to the damage.
Vis-à-vis consumers (B2C), the statutory liability provisions apply unchanged. Liability for personal injury, for gross negligence, intent and under the Austrian Product Liability Act remains unaffected in any case.
The Contractor is not liable for damage resulting from:
- force majeure within the meaning of § 21;
- outages or defects of third-party providers (hosting, AI APIs, cloud services, DNS, domain registrars, payment service providers, other SaaS);
- breach of the Client's duties to cooperate pursuant to § 8;
- interventions by the Client or third parties in the systems provided by the Contractor.
Claims for damages against entrepreneurs become time-barred – to the extent legally permissible – within 6 months of knowledge of the damage and the damaging party, but in any case 3 years after the event giving rise to the damage.
Confidentiality
Both parties undertake to treat all confidential information of the other party that becomes known within the scope of the contractual relationship – in particular business and trade secrets, customer data, concepts, technical information, source code, prices and strategies – strictly confidentially and to use it exclusively for contractual purposes.
The confidentiality obligation applies for the duration of the contract and for 3 years after the end of the contract.
Exempt is information that demonstrably:
- is publicly known or becomes publicly known without fault of the receiving party;
- was lawfully known to the receiving party by other means prior to disclosure;
- must be disclosed due to a statutory obligation or official order.
The Contractor may pass on confidential information to subcontractors insofar as this is necessary for the fulfilment of the order and the subcontractor has been correspondingly obliged to confidentiality.
Data protection
Both parties undertake to comply with the provisions of the GDPR and the Austrian Data Protection Act (DSG).
Insofar as the Contractor processes personal data on behalf of the Client within the scope of its services – e.g. customer data in CRM systems, mailing lists, booking systems, contact forms or image data of the Client's customers – the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. A template of the DPA is provided by the Contractor.
Privacy information on the data processed by the Contractor itself for initiation, processing and communication can be found at: seeu.agency/en/legal/privacy.
Reference and self-promotion rights
After the start of the contract, the Contractor is entitled to name the Client as a reference customer and to use excerpts of the works created – e.g. screenshots, designs, photo and video works, case studies – for self-promotion purposes. This includes in particular the Contractor's portfolio, the website seeu.agency, social media profiles, as well as pitches and application documents to potential clients.
The Client may object to this reference right at any time in writing. Publications already made will be removed within a reasonable period; uses that have appeared in print remain exempt from this.
The confidentiality obligation pursuant to § 18 remains unaffected by this reference right. Only the public appearance of the project and the fact of the collaboration are disclosed.
Force majeure
Neither party is liable for the non-performance or delayed performance of obligations insofar as this is attributable to events of force majeure.
Force majeure includes in particular: natural disasters, war, terror, pandemics, official orders, strikes, cyberattacks, prolonged outages of internet, electricity or indispensable third-party providers, in particular cloud providers, AI API providers (e.g. Anthropic, OpenAI), hosting providers, as well as DNS and CDN services.
The parties will inform each other without delay of the occurrence and expected duration of force majeure. If the event lasts longer than 60 days, each party is entitled to terminate the affected individual order; services already rendered are to be remunerated on a pro-rata basis.
Contract term and termination
The respective individual order begins with the commissioning and ends with the proper fulfilment of the service.
Continuing contracts – in particular maintenance, hosting, social media management, retainers – are concluded for an indefinite period, unless agreed otherwise in the individual order. They may be terminated ordinarily by either party subject to a notice period of 3 months to the end of the month.
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of:
- a material breach of contract despite a written warning setting a 14-day deadline;
- default of payment of more than 30 days despite a reminder;
- the opening of insolvency proceedings over the assets of a party or the rejection of an insolvency petition for lack of assets.
Terminations must be made in writing. E-mail suffices.
Upon termination of hosting contracts, the Contractor is obliged, at the Client's written request, to provide a one-time data export (database dump, files). The effort incurred for this is invoiced at the hourly rate pursuant to § 10 para. 4.
Special provisions for consumers
If the Client is a consumer within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG), the following provisions apply in addition. They prevail over the foregoing provisions insofar as consumer protection norms would otherwise be restricted.
Right of withdrawal (FAGG). For contracts concluded exclusively via means of distance communication (e-mail, telephone, online form), the consumer has the right to withdraw from the contract within 14 days without stating reasons. The withdrawal period begins upon conclusion of the contract.
Exercising the right of withdrawal. To exercise the right of withdrawal, the consumer must inform the Contractor of the decision by means of an unambiguous declaration (e.g. letter or e-mail to contact@seeu.events). A model withdrawal form is attached as Annex A.
Commencement of services before expiry of the withdrawal period. If the consumer wishes the Contractor to commence performance before the expiry of the withdrawal period, the consumer must expressly request this in writing. If the consumer subsequently withdraws, the consumer is obliged to pay the Contractor a proportionate share of the services already rendered up to the notification of the withdrawal (§ 16 of the Austrian Distance Selling Act, FAGG).
Expiry of the right of withdrawal. For service contracts, the right of withdrawal expires if the Contractor has fully provided the service and only began performance after the consumer gave their express consent and simultaneously confirmed their knowledge that they lose their right of withdrawal upon complete fulfilment of the contract (§ 18 para. 1 no. 1 FAGG).
For digital content (e.g. created software, code, digital designs) not delivered on a physical data carrier, the right of withdrawal expires if the consumer (a) has expressly consented to performance commencing before the expiry of the withdrawal period and (b) has confirmed losing their right of withdrawal upon commencement of contract performance.
Jurisdiction for consumers. For actions by or against the consumer, § 14 KSchG applies. Actions against a consumer with residence, habitual abode or place of work in Austria may only be brought before the court in whose district one of these places is located.
Online dispute resolution. The European Commission provides a platform for online dispute resolution: ec.europa.eu/consumers/odr. The Contractor is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board.
Final provisions
Written form. Amendments and supplements to this contract and to individual orders must be made in writing. This also applies to the waiver of this written-form requirement. E-mail suffices.
Applicable law. Austrian law applies exclusively, to the exclusion of its conflict-of-law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
Jurisdiction. For all disputes arising from or in connection with this agreement, the exclusive jurisdiction of the court with subject-matter jurisdiction in Graz is agreed vis-à-vis entrepreneurs. Vis-à-vis consumers, § 14 KSchG applies (see § 23 para. 7).
Severability. Should individual provisions of this contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that comes economically closest to the purpose pursued by the invalid provision.
Assignment. An assignment of rights and obligations under this contract by the Client requires the prior written consent of the Contractor.
Annexes. Annex A (model withdrawal form for consumers) forms part of these GTC. For projects involving data processing on behalf of the Client, a data processing agreement (DPA) pursuant to Art. 28 GDPR additionally applies as a separate document.
Social media marketing
15.1The Contractor expressly informs the Client that the terms of use of social media platforms – in particular Meta (Instagram, Facebook), TikTok, LinkedIn, YouTube and X – grant the respective platform operators the right to reject, remove or block content, advertisements and accounts without stating reasons. The Contractor has no influence on these decisions.
15.2The Contractor provides its social media services on the basis of the platform terms of use applicable at the time of service delivery. By placing the order, the Client expressly acknowledges that these terms of use co-determine the rights and obligations of the contractual relationship.
15.3The Contractor assumes no liability for the removal, blocking or rejection of content by platform operators, provided the Contractor created the content to the best of its knowledge and belief in accordance with the platform guidelines applicable at the time of creation.
15.4Any advertising budgets paid directly to platform operators (e.g. Meta Ads, TikTok Ads, LinkedIn Ads) are not part of the agreed remuneration of the Contractor and are commissioned and paid by the Client separately and directly to the platform. The Contractor is not liable for the use, success or billing of these budgets by the platform.
15.5The Client is responsible for ensuring that all content provided for social media activities – in particular photos, videos, texts and music – is free of third-party rights or that the required licences exist. The duties to cooperate pursuant to § 8 apply accordingly. The Client indemnifies the Contractor against all third-party claims arising from a breach of this obligation.
15.6The Contractor informs the Client without delay of material changes to platform guidelines insofar as they affect the agreed services.