Conditions of Use
1.1.1 The basis for all contracts concluded with ONited GmbH as the contractor (hereinafter “AN”) are exclusively these General Terms and Conditions (hereinafter “GTC”), which apply exclusively to contractual relationships between companies and are not aimed at consumers. These apply to all business relationships, even if no express reference is made to them.
1.1.2 General terms and conditions of the client (hereinafter “AG”) only apply if the contractor expressly confirms this in writing.
1.2. PERFORMANCE OF SERVICES
1.2.1 The contractor is entitled to use subcontractors in whole or in part at his discretion to fulfill the concluded contract.
1.2.2 If the contractor arranges services from third parties at the request of the client, these contracts are concluded exclusively between the client and the third party.
- CONCLUSION OF CONTRACT
2.1.1 Unless otherwise agreed, all offers from the contractor are non-binding and do not obligate the contractor to provide services. Technical and other changes are expressly reserved.
2.1.2 Further information about the services offered by the contractor is also non-binding; Only the information provided by the contractor in any order confirmation issued or the agreements in the concluded contract are binding.
2.1.3 All cost estimates provided by the contractor as part of an offer are non-binding and free of charge, unless otherwise agreed.
2.2. CONCLUSION OF THE CONTRACT
2.2.1 Unless a time limit has been contractually stipulated, all contracts concluded are valid for an indefinite period of time.
2.2.2 The contract is concluded as soon as the client accepts the offer submitted by the contractor and submits his explanation in writing.
2.2.3 Only the written information in the order confirmation or in the concluded contract is decisive for the content of the contract.
2.2.4 Any approvals that are necessary for the execution of the order and are to be granted by authorities or third parties must be obtained from the client. The client undertakes to inform the contractor immediately in this regard and to hold him harmless. The contractor has no obligation to begin executing the order before the necessary approvals have been legally granted.
2.2.5 Ideas, sketches, drafts and other intellectual products that are created by the contractor during the conception phase are the intellectual property of the contractor.
- SCOPE OF SERVICES, DELIVERY
3.1.1 The basis of the means and/or technologies used by the contractor to provide the service is the qualitative and quantitative service requirements of the client, as evaluated on the basis of the information provided by the client.
3.1.2 No possible economic success is explicitly owed to the client through the services provided by the contractor or third parties involved.
3.1.5 The Contractor is not obliged to check the content or logical content of data from the Client or any third parties who hand them over to him for processing, storage or transmission. If the contractor incurs any damage or additional expense because the data provided to him has illegal content or is not in a condition that makes it suitable for providing the ordered service, the client will indemnify and hold the contractor harmless in this regard.
3.1.6 Unless otherwise agreed, the contractor is neither obliged to hand over a project manual nor other documentation.
3.1.7 The contractor is not liable for quality defects that the client caused due to incorrect choice of technical requirements, technologies, etc. or that were brought in by third parties. Consulting services provided by the contractor to create technical and/or media requirements will be invoiced separately. By using such consulting services, the client implicitly places a consulting order, which, in case of doubt, will be invoiced separately.
3.1.8 The contractor does not provide any consulting services on topics within the scope of the GDPR.
3.2. DEADLINES & DELAYS
3.2.1 The agreed service deadlines and dates are non-binding unless otherwise agreed. Any delivery dates agreed do not constitute a fixed transaction.
3.2.2 In accordance with § 918 ABGB, the AG can withdraw from the contract by setting a grace period, as specified below. If a non-binding performance deadline is exceeded by more than eight weeks or a binding performance deadline by more than four weeks due to the sole fault of the contractor, the client can give the contractor a reasonable grace period of at least three weeks in writing and can also withdraw from the contract in writing after this has expired without success .
3.3. COOPERATION OBLIGATIONS OF THE AG
3.3.1 The client undertakes, free of charge, to take all measures necessary for the contractor to provide the services. The client further undertakes to take all measures that are necessary to fulfill the contract and that are not included in the contractor's scope of services.
3.3.2 If the client does not fulfill its obligations to cooperate on the agreed dates or to the extent intended, the services provided by the contractor are still deemed to have been provided in accordance with the contract, despite possible restrictions. Schedules for the services still to be provided by the contractor will be postponed to an appropriate extent in accordance with the restrictions that have arisen on the part of the contractor. The client will separately reimburse the contractor for any additional expenses and/or costs incurred as a result of this at the contractor's respective hourly rates, see also point 6.2.
- MAINTENANCE, FAULTS
4.1.1 The contractor provides its services with the greatest possible care and reliability. However, the Contractor cannot guarantee that the services used and/or developed will be accessible without interruption, that the desired connections can always be established or that stored data will be preserved and accessible under all circumstances.
4.2. FAULT MESSAGE
4.2.1 The client is obliged to immediately notify the contractor in writing of any faults, stating the possible causes, and to enable the contractor to rectify them immediately and to support them free of charge.
4.3. DISRUPTIONS FOR WHICH THE CUSTOMER IS RESPONSIBLE
4.3.1 If a fault clearance cannot be carried out or cannot be carried out in a timely manner for reasons that are within the control of the client, the resulting consequences cannot be blamed on the contractor. The client must reimburse the contractor for any costs incurred as a result.
- INTELLECTUAL PROPERTY RIGHTS
5.1.1 All rights derived from patent, trademark, design protection and or copyright to the agreed services or otherwise from the creation of the services made available to the client belong to the contractor or its third parties, unless otherwise agreed.
5.1.2 After full payment of the agreed fee, the client receives the non-exclusive, non-transferable right, limited in time to the term of the contract and locally limited to the execution of the contract, to the works created under the contract in the sense of a work use permit.
5.2. DOCUMENTS & CONCEPTS OF THE AN
5.2.1 Offers and documents (technological implementation options, plans, drafts, illustrations, etc.) of the contractor remain the contractor's intellectual property and are subject to the applicable intellectual property regulations, in particular with regard to reproduction, competition and data protection.
5.2.2 The potential customer acknowledges that the contractor has already provided preliminary work by developing the concept. The entire concept and offer is subject to the protection of the respective intellectual property rights. The potential customer is explicitly not permitted to use or edit these parts without the consent of the contractor.
5.2.3 If the idea is used by the potential contractual partner contrary to agreement and this use can obviously be derived from a characteristic idea from the contractor's concept, the contractor is entitled to appropriate compensation. If the potential customer is of the opinion that he already had the concepts and ideas presented to him by the contractor, he must make this known, citing evidence. In this case there is no obligation to pay appropriate compensation.
5.2.4 Upon termination of the contractual relationship, any manuals, concepts and documentation provided by the contractor must be deleted by the client in any form.
6.1.1 All fees listed are to be understood as net prices in euros exclusive of sales tax (VAT) and are valid until revoked. Unless otherwise agreed, price information is subject to change.
6.2. HOURLY RATES
6.2.1 The hourly rates listed below apply to all services provided by the contractor and can be changed at any time by the contractor.
PERFORMANCE — PRICE PER HOUR OF WORKING IN EUR
Software development — 120,-
Marketing & Design — 100,-
Conception — 120,-
Project management — 120,-
in all other cases — 100,-
6.2.2 Billing takes place per quarter of an hour (0.25)
6.2.3 Fees from external providers such as licensors, service providers, actors, musicians or other third-party providers will be passed on, including any brokerage, research and processing commission.
6.3. PAYMENT TERMS
6.3.1 Unless otherwise agreed, invoices are due promptly upon receipt, with a deadline of 10 days being agreed. All payments are to be made without deductions and are made at the risk and expense of the client.
6.3.2 The Contractor is entitled at any time to make the provision of services dependent on the Client making down payments or providing other securities in an appropriate amount.
6.3.3 The client agrees that all payments he makes will first be offset against costs incurred, then against interest and only finally against the services subject to retention of title.
6.4.3 In the event of late payment, the contractor is further entitled to suspend the fulfillment of all contractual obligations until all payment obligations of the client have been fulfilled.
6.6. OBJECTIONS & SET-OFF
6.6.1 Objections to outstanding claims must be communicated in writing by the client within 10 days of the invoice date, otherwise the respective claims are deemed to have been accepted.
6.6.2 Objections raised by the client against the invoice do not prevent the invoice amount from becoming due, unless it concerns obvious errors in the invoice.
6.6.3 The AG can only offset the claims of the contractor with claims that have been established by the court or that have been expressly acknowledged in writing by the contractor.
7.1.1 During the ongoing contractual relationship and within 12 months after termination of the contractual relationship, the client is prohibited from poaching or otherwise employing employees of the contractor or third parties who have a contractual relationship with the contractor. This includes any type of independent or dependent employment of an employee of the contractor by the client or companies affiliated with it.
7.1.2 In the event of a violation, the contractor is entitled to a claim for damages in the amount of EUR 50,000 per person recruited. The penalty must be transferred from the client to the contractor within 10 days of the start of employment.
8.1.1 The warranty period is 2 months from the time of delivery.
8.1.2 After the 2-month period has expired, all warranty claims expire, so that the client cannot assert any recourse against the contractor.
8.2. DUTY OF INVESTIGATION
8.2.1 If the client accepts the (partial) service provided and does not report any defects within 14 days, it is deemed to have been accepted.
8.2.4 The client bears the full burden of proof for all claims requirements, in particular for the defect itself, for the time at which the defect was discovered and for the timeliness of the complaint made. The presumption of defects in accordance with Section 924 ABGB is excluded.
8.3. DISCLAIMER OF WARRANTY
8.3.1 In the case of deliveries or services that are subsequently changed by the client's own staff or by third parties, the contractor no longer has any warranty obligation.
8.3.2 Furthermore, the contractor is not responsible for disruptions and failures due to force majeure. Errors, disruptions or damage caused by operating errors or improper use on the part of the client are also not part of the warranty.
- LIABILITY OF THE CONTRACTOR
9.1.1 The contractor's liability is limited to intent or gross negligence. The contractor's liability for slight negligence, compensation for consequential damages, financial losses, lost profits, damages due to force majeure and for damages from third-party claims against the client is excluded.
9.2. ABUSIVE USE
9.2.1 The client undertakes to compensate the contractor for any damage caused by the client as a result of a proven violation of the rights of third parties by the client - in particular due to patent, trademark, design protection, semiconductor protection, copyright and competition law in this context other claims as well as claims based on personal rights or other industrial property rights.
- TERMINATION OF THE CONTRACT
10.1. ORDINARY TERMINATION
10.1.1 Unless otherwise agreed, all contractual relationships can be terminated in writing by both parties without giving reasons, subject to a 4-week notice period to the end of the respective calendar month.
10.1.2 Both parties are entitled to terminate the contractual relationship only with regard to individual components.
10.2. EXTRAORDINARY TERMINATION
10.2.1 The contractor is entitled to terminate the contract at any time with immediate effect for important reasons by means of a unilateral declaration. An important reason exists in particular if insolvency proceedings have been opened against the AG's assets or if the opening of these proceedings has been rejected due to insufficient assets to cover the costs, if the AG violates essential confidentiality obligations or other essential contractual provisions, or if the AG goes under/dies or loses its own rights/capacity to do business . As a result, the contractor does not lose his pro rata remuneration claims.
10.3. CANCELLATION POLICY
10.3.1.The client is entitled to cancel the contract by paying the following cancellation fee before the execution of the contract begins: The cancellation fees for offers that have already been ordered in writing or verbally amount to 25 % of the total order volume up to 14 days before the start of the order, and between 14 and 8 days 50 % and for cancellations under 8 days 100 %.
11.1. The client is obliged to maintain the confidentiality of all information and data obtained in the execution of an order, unless otherwise agreed in writing.
11.2 The client must only use employees and vicarious agents who have been expressly obliged to maintain secrecy.
11.3 The client also undertakes to comply with the contractor's applicable security regulations and also to observe all other statutory data protection regulations. In particular, the client must create the technical and organizational requirements so that the provisions of the GDPR and the DSG 2018 can be complied with at all times and undertakes to provide the contractor upon request with the information necessary to monitor compliance with the provisions and this agreement are necessary.
11.4 The obligations remain valid even after the contractor has fully fulfilled the order and after termination of all obligations until five years after termination, unless mandatory legal provisions provide for an unlimited or at least longer obligation.
11.5 In order to record this contractual relationship under data protection law, the client and the contractor conclude a data processing agreement.
12.2. WRITING FORM & DEADLINE
12.2.2 Any changes and additions as well as other agreements must be in writing to be effective. Departure from the written agreement must also meet these requirements. Verbal collateral agreements do not exist.
12.2.3 Electronic contractual declarations, other legally significant electronic declarations and electronic acknowledgments of receipt are deemed to have been received if the party for whom they are intended can access them under normal circumstances.
12.2.4 The client must immediately inform the contractor of any changes to his name, legal form or company affiliation as well as his address. If no change is reported, documents are deemed to have been received by the client if they were sent to the address last provided by the client. If the client wishes to issue a new invoice in the event of name changes that were not announced in a timely manner, this does not prevent the original invoice from becoming due.
12.3. REFERENCE & NOTE
12.3.1 Subject to the AG's possible written revocation at any time, the Contractor is entitled to refer to the existing or previous business relationship with the customer and the services provided on its own advertising media and in particular through its website with its name and company logo without paying any fees for this.
12.4.1 Should individual clauses of these General Terms and Conditions be or become ineffective or inadmissible, this will not affect the validity of the remaining provisions. The invalid or impermissible provision will be replaced by one that comes as close as possible to the economic purpose of the invalid or impermissible provision.
12.5. JURISDICTION, APPLICABLE LAW
12.5.1 Austrian law applies exclusively to any disputes between the contracting parties. The place of jurisdiction is the relevant court in Vienna, Austria. The contractor is also entitled to take legal action against the client at the court that has local and substantive jurisdiction according to the legal regulations applicable to the country in which the client is based.
12.5.2 The application of the UN Convention on Contracts for the International Sale of Goods and the reference provisions of the IPRG is expressly excluded by the parties.
12.5.3 The application of Sections 9 Paragraphs 1 and 2, 10 Paragraphs 1 and 2 ECG is expressly excluded.
12.5.4 Headings in these Terms and Conditions are for convenience only and do not interpret, limit or restrict the relevant provisions in any way.
12.5.5 For reasons of better readability, male and female language forms are not used at the same time. All personal names apply equally to all genders.
12.6. Supported browsers
ONevents works best with the current or previous version of the following browsers:
12.7. The use of ONevents is only permitted if the guidelines (www.onevents.at/guidelines) are observed. Violations are immediately reported to the authorities.
As of: July 312, 2023