Legal

Terms and conditions

of Agentur SO.UL GmbH
Imbergstrasse 25 / Ostflügel, 5020 Salzburg
T: +43 660 9461886 · hello@oha.digital · oha.digital

Scope, conclusion of contract

1.1 Agentur SO.UL GmbH, Imbergstrasse 25, 5020 Salzburg, which operates under the brand “oha! digital” (hereinafter “Agency”), provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the Client, even if they are not expressly referred to. The GTC are applicable exclusively to legal relationships with entrepreneurs (Unternehmer), i.e. B2B.

1.2 The version valid at the time the contract is concluded is decisive in each case. Deviations from these GTC and other supplementary agreements with the Client are only effective if they are confirmed in writing by the Agency.

1.3 Any terms and conditions of the Client are not accepted, even if known, unless otherwise expressly agreed in writing in the individual case. The Agency expressly objects to the Client’s terms and conditions. No further objection to the Client’s terms and conditions by the Agency is required.

1.4 Amendments to the GTC shall be notified to the Client and shall be deemed agreed if the Client does not object to the amended GTC in writing within 14 days; the Client shall be expressly informed in the notification of the significance of silence and of the specific clauses amended. This deemed consent does not apply to changes to essential service content and fees.

1.5 Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the binding nature of the remaining provisions and of the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid one that comes closest to its meaning and purpose.

1.6 The Agency’s offers are subject to change and non-binding.

Social media channels

2.1. Before the order is placed, the Agency expressly informs the Client that the providers of “social media channels” (e.g. Facebook, hereinafter referred to as “Providers”) reserve the right in their terms of use to reject or remove advertisements and appearances for any reason. Accordingly, the Providers are not obliged to forward content and information to users. There is therefore a risk, which cannot be calculated by the Agency, that advertisements and appearances will be removed without cause. Although, in the event of a complaint by another user, the Providers grant the opportunity to submit a counter-statement, the content is nevertheless removed immediately in this case too. In this case, restoring the original, lawful state may take some time. The Agency works on the basis of these terms of use of the Providers, over which it has no influence, and also bases the Client’s order on them. By placing the order, the Client expressly acknowledges that these terms of use (co-)determine the rights and obligations of any contractual relationship. The Agency intends to carry out the Client’s order to the best of its knowledge and belief and to comply with the guidelines of “social media channels”. However, owing to the terms of use currently in force and the ease with which any user can allege infringements of rights and thereby bring about the removal of content, the Agency cannot guarantee that the commissioned campaign will be available at all times.

Protection of concepts and ideas

If the potential Client has already invited the Agency in advance to prepare a concept, and the Agency complies with this invitation before the main contract is concluded, the following provision applies:

3.1 The invitation and the Agency’s acceptance of the invitation already bring the potential Client and the Agency into a contractual relationship (“pitching contract”). This contract is also based on the GTC.

3.2 The potential Client acknowledges that, with the development of the concept, the Agency is already making cost-intensive advance performance, even though the potential Client has not yet assumed any obligations to perform.

3.3 The linguistic and graphic parts of the concept are subject to the protection of the Austrian Copyright Act (Urheberrechtsgesetz) to the extent that they reach the threshold of a protected work (Werkhöhe). Use and adaptation of these parts without the Agency’s consent is not permitted to the potential Client, on the basis of the Copyright Act alone.

3.4 The concept also contains advertising-relevant ideas that do not reach the threshold of a protected work and therefore do not enjoy the protection of the Copyright Act. These ideas stand at the beginning of every creative process and can be defined as the igniting spark of everything produced later and thus as the origin of marketing strategy. Therefore, those elements of the concept are protected that are distinctive and give the marketing strategy its characteristic stamp. In particular, advertising slogans, advertising copy, graphics and illustrations, advertising materials etc. are regarded as ideas within the meaning of this agreement, even if they do not reach the threshold of a protected work.

3.5 The potential Client undertakes to refrain from commercially exploiting or having exploited, or using or having used, these creative advertising ideas presented by the Agency in the context of the concept outside the corrective framework of a main contract to be concluded at a later date.

3.6 If the potential Client is of the opinion that the Agency has presented ideas to it that it had already arrived at before the presentation, it must notify the Agency of this by email within 14 days of the day of the presentation, stating evidence that allows the matter to be assigned in time.

3.7 Otherwise, the contracting parties assume that the Agency has presented the potential Client with an idea that is new to it. If the idea is used by the Client, it is to be assumed that the Agency’s efforts were instrumental in this (verdienstlich).

3.8 The potential Client can release itself from its obligations under this clause by paying appropriate compensation, calculated according to the individual case, plus 20% VAT. The release only takes effect once payment of the compensation has been received in full by the Agency.

Scope of services, order processing and the Client’s duties to cooperate

4.1 The scope of the services to be provided results from the service description in the agency contract or any order confirmation by the Agency, as well as from any briefing record (“offer documents”). Subsequent changes to the content of the services require written confirmation by the Agency. Within the framework specified by the Client, the Agency has creative freedom in fulfilling the order.

4.2 All services of the Agency (in particular all preliminary drafts, sketches, final artwork, brush proofs, blueprints, copies, colour prints and electronic files) must be checked by the Client and approved by it within three working days of receipt by the Client. If this period expires without feedback from the Client, they shall be deemed approved by the Client.

4.3 The Client shall make available to the Agency, in good time and in full, all information and documents required for the provision of the service. It shall inform the Agency of all circumstances that are of significance for the execution of the order, even if these only become known during the execution of the order. The Client shall bear the expense incurred as a result of work having to be repeated by the Agency, or being delayed, owing to its incorrect, incomplete or subsequently changed information.

4.4 The Client is further obliged to check the documents made available for the execution of the order (photos, logos etc.) for any copyrights, trade mark rights, identifying-sign rights or other third-party rights (rights clearance) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the event of merely slight negligence or after fulfilment of its duty to warn, the Agency shall not be liable – at least in the internal relationship with the Client – for any infringement of such third-party rights by documents made available. If a third party makes a claim against the Agency because of such an infringement, the Client shall indemnify and hold the Agency harmless (schad- und klaglos); it must compensate the Agency for all disadvantages arising from a claim by third parties, in particular the costs of appropriate legal representation. The Client undertakes to support the Agency in defending against any third-party claims. For this purpose, the Client shall provide the Agency with all documents without being requested to do so.

External services / engagement of third parties

5.1 The Agency is entitled, at its free discretion, to perform the service itself, to use competent third parties as vicarious agents in the provision of contractual services and/or to substitute such services (“external service”).

5.2 Third parties are engaged in the context of an external service either in the Agency’s own name or in the name of the Client, the latter after prior information to the Client. The Agency shall select this third party with care and shall ensure that it has the necessary professional qualifications.

5.3 The Client must assume obligations towards third parties that have been named to the Client and that extend beyond the term of the contract. This expressly also applies in the event of termination of the agency contract for good cause.

Deadlines

6.1 Stated delivery or performance periods, unless expressly agreed as binding, are only approximate and non-binding. Binding agreements on deadlines must be recorded in writing or confirmed in writing by the Agency.

6.2 If the Agency’s delivery/service is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be averted by reasonable means, the performance obligations are suspended for the duration and to the extent of the impediment and the periods are extended accordingly. If such delays last for more than two months, the Client and the Agency are entitled to withdraw from the contract.

6.3 If the Agency is in default, the Client may only withdraw from the contract after it has set the Agency a reasonable grace period of at least 14 days in writing and this has expired without result. Claims for damages by the Client due to non-performance or default are excluded, except where intent or gross negligence is proven.

Early termination

7.1 The Agency is entitled to terminate the contract with immediate effect for good cause. Good cause exists in particular if

1. a) the execution of the service becomes impossible for reasons for which the Client is responsible or is further delayed despite the setting of a grace period of 14 days;
2. b) the Client continues, despite a written warning setting a grace period of 14 days, to breach material obligations under this contract, such as payment of an amount due or duties to cooperate.
3. c) there are justified concerns regarding the Client’s creditworthiness and, at the Agency’s request, the Client neither makes advance payments nor provides suitable security before the Agency performs;

7.2 The Client is entitled to terminate the contract for good cause without setting a grace period. Good cause exists in particular if the Agency continues, despite a written warning setting a reasonable grace period of at least 14 days to remedy the breach of contract, to breach material provisions of this contract.

Fee

8.1 Unless otherwise agreed, the Agency’s entitlement to a fee arises for each individual service as soon as it has been provided. The Agency is entitled to demand advances to cover its expenses. For order volumes with an (annual) budget of €10,000 or more, or orders extending over a longer period, the Agency is entitled to issue interim invoices or advance invoices or to request payments on account.

8.2 The fee is understood as a net fee plus VAT at the statutory rate. In the absence of an agreement in the individual case, the Agency is entitled to a fee at the customary market rate for the services provided and for the granting of the rights of use under copyright and identifying-sign law.

8.3 All services of the Agency that are not expressly covered by the agreed fee are remunerated separately. All cash outlays incurred by the Agency must be reimbursed by the Client.

8.4 The Agency’s cost estimates are non-binding. If it is foreseeable that the actual costs will exceed those estimated in writing by the Agency by more than 15%, the Agency shall draw the Client’s attention to the higher costs. The cost overrun shall be deemed approved by the Client if the Client does not object in writing within three working days of this notice and at the same time state more cost-effective alternatives. In the case of a cost overrun of up to 15%, separate notification is not required. This overrun of the cost estimate is deemed approved by the Client from the outset.

8.5 If the Client unilaterally changes or discontinues commissioned work without involving the Agency – without prejudice to the Agency’s other ongoing support – it must remunerate the Agency for the services provided up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the discontinuation is based on a grossly negligent or intentional breach of duty by the Agency, the Client must in addition pay the Agency the entire fee (commission) agreed for this order, whereby the crediting provision (Anrechnungsvergütung) of § 1168 AGBG is excluded. Furthermore, the Agency shall be indemnified and held harmless (schad- und klaglos) in respect of any third-party claims, in particular from contractors of the Agency. By paying the remuneration, the Client does not acquire any rights of use in work already performed; rather, concepts, drafts and other documents that have not been implemented must be returned to the Agency without delay.

Payment, retention of title

9.1 The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms are agreed in writing in the individual case. This also applies to the onward charging of all cash outlays and other expenses. Goods delivered by the Agency remain the property of the Agency until the remuneration, including all ancillary liabilities, has been paid in full.

9.2 In the event of default of payment by the Client, the statutory default interest at the rate applicable to transactions between entrepreneurs applies. The Client further undertakes, in the event of default of payment, to reimburse the Agency for the dunning and collection charges incurred, insofar as they are necessary for appropriate legal action. This includes in any event the costs of two reminders at the customary market rate of currently at least €20.00 per reminder and of one reminder from a lawyer or debt collection agency instructed with the collection. The assertion of further rights and claims remains unaffected.

9.3 In the event of default of payment by the Client, the Agency may declare all services and partial services provided under other contracts concluded with the Client immediately due.

9.4 Furthermore, the Agency is not obliged to provide further services until the outstanding amount has been settled (right of retention). The obligation to pay the remuneration remains unaffected.

9.5 If payment in instalments has been agreed, the Agency reserves the right, in the event of late payment of partial amounts or ancillary claims, to demand immediate payment of the entire outstanding debt (loss of the instalment benefit, Terminverlust).

9.6 The Client is not entitled to set off its own claims against claims of the Agency, unless the Client’s claim has been acknowledged by the Agency in writing or established by a court.

Property rights and copyright

10.1 All services of the Agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final artwork, concepts), including individual parts of them, as well as the individual work items and original designs, remain the property of the Agency and may be reclaimed by the Agency at any time – in particular on termination of the contractual relationship. By paying the fee, the Client acquires the right of use for the agreed purpose. In the absence of any agreement to the contrary, however, the Client may use the Agency’s services exclusively in Austria. The acquisition of rights of use and exploitation in services of the Agency requires in every case full payment of the fees invoiced by the Agency for them. If the Client uses the Agency’s services before this point in time, this use is based on a loan relationship (Leihverhältnis) that can be revoked at any time.

10.2 Changes to or adaptations of the Agency’s services, such as in particular their further development by the Client or by third parties working for it, are only permitted with the express consent of the Agency and – insofar as the services are protected by copyright – of the author. The handing over of all so-called “open files” thus expressly does not become part of the contract. The Agency is not obliged to hand them over. I.e. without a contractual assignment of the rights of use also for “electronic works”, the Client has no legal entitlement to them.

10.3 The use of services of the Agency that goes beyond the originally agreed purpose and scope of use requires the Agency’s consent – irrespective of whether this service is protected by copyright. The Agency and the author are entitled to separate appropriate remuneration for this.

10.4 After expiry of the agency contract, the use of services of the Agency or of advertising materials for which the Agency has developed conceptual or design templates likewise requires the Agency’s consent, irrespective of whether this service is protected by copyright or not.

10.5 For uses pursuant to para. 4, the Agency is entitled in the 1st year after the end of the contract to the full agency remuneration agreed in the expired contract. In the 2nd and 3rd years after expiry of the contract, only half and a quarter respectively of the remuneration agreed in the contract. From the 4th year after the end of the contract, no further agency remuneration is payable.

10.6 The Client is liable to the Agency for any unlawful use at double the fee appropriate for that use.

Attribution

11.1 The Agency is entitled to refer to the Agency and, where applicable, to the author on all advertising materials and in all advertising measures, without the Client being entitled to remuneration for this.

11.2 Subject to the Client’s written revocation, which is possible at any time, the Agency is entitled to refer, with name and company logo, to the existing or former business relationship with the Client on its own advertising media and in particular on its website (reference notice).

Warranty

12.1 The Client must notify any defects in writing, describing the defect, without delay and in any event within eight days of delivery/service by the Agency, and hidden defects within eight days of discovering them; otherwise any deviation of the service shall be deemed approved. In this case, the assertion of warranty claims and claims for damages, as well as the right to contest for mistake on the grounds of defects, is excluded.

12.2 In the event of a justified and timely notice of defects, the Client is entitled to improvement or replacement of the delivery/service by the Agency. The Agency shall remedy the defects within a reasonable period, and the Client shall enable the Agency to take all measures necessary for investigating and remedying the defects. The Agency is entitled to refuse improvement of the service if this is impossible or involves disproportionately high expense for the Agency. In this case, the Client is entitled to the statutory rights of rescission (Wandlung) or price reduction (Minderung). In the event of improvement, it is the Client’s responsibility to send the defective (physical) item at its own expense.

12.3 It is also the Client’s responsibility to check the service for its legal admissibility, in particular under competition, trade mark, copyright and administrative law. The Agency is only obliged to carry out a rough check of legal admissibility. In the event of slight negligence or after fulfilment of any duty to warn towards the Client, the Agency shall not be liable for the legal admissibility of content if this was specified or approved by the Client.

12.4 The warranty period is six months from delivery/service. The Client is not entitled to withhold payments because of complaints. The presumption rule of § 924 AGBG is excluded.

Liability and product liability

13.1 In cases of slight negligence, any liability of the Agency and of its employees, contractors or other vicarious agents (“People”) for property damage or financial loss of the Client is excluded, irrespective of whether this concerns direct or indirect damage, loss of profit or consequential damage caused by a defect, damage due to default, impossibility, positive breach of contract, fault in the conclusion of a contract (culpa in contrahendo), or due to defective or incomplete performance. The existence of gross negligence must be proven by the injured party. Insofar as the Agency’s liability is excluded or limited, this also applies to the personal liability of its “People”.

13.2 Any liability of the Agency for claims made against the Client on the basis of the service provided by the Agency (e.g. an advertising measure) is expressly excluded if the Agency has fulfilled its duty to inform or if such a duty was not recognisable to it, whereby slight negligence is not detrimental. In particular, the Agency is not liable for litigation costs, the Client’s own lawyers’ fees or the costs of publication of judgments, or for any claims for damages or other third-party claims; the Client must indemnify and hold the Agency harmless (schad- und klaglos) in this regard.

13.3 The Client’s claims for damages lapse six months after knowledge of the damage; in any event, however, three years after the Agency’s infringing act. Claims for damages are limited in amount to the net order value.

Applicable law

The contract and all reciprocal rights and obligations and claims between the Agency and the Client derived from it are governed by Austrian substantive law, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (UN-Kaufrecht, CISG).

Place of performance and place of jurisdiction

15.1 The place of performance is the Agency’s registered office. In the case of shipment, the risk passes to the Client as soon as the Agency has handed the goods over to the carrier it has chosen.

15.2 The court in Salzburg Stadt having subject-matter jurisdiction for the Agency’s registered office is agreed as the place of jurisdiction (Gerichtsstand) for all legal disputes arising between the Agency and the Client in connection with this contractual relationship. Notwithstanding this, the Agency is entitled to sue the Client at its general place of jurisdiction.

15.3 Insofar as designations relating to natural persons are stated in this contract only in the masculine form, they refer equally to women and men. When applying the designation to specific natural persons, the respective gender-specific form must be used.

Last updated: 14.10.2026

Salzburg Stadt