Terms and Conditions

1. Scope of application

These General Terms and Conditions apply to all offers, contracts and services provided by Forma Strategia GmbH (hereinafter referred to as the ‘Contractor’) to the Client.
Any deviating or supplementary terms and conditions of the Client shall only become part of the contract if they are accepted in writing by the Contractor.
These GTC shall take precedence unless otherwise specified in the offer/quotation or project contract.

2. Offer, conclusion of contract, scope of services

Unless otherwise stated, offers are non-binding and limited in time (usually 14 days).
A contract is concluded by written acceptance of the offer (e-mail is sufficient) or by actual commissioning/commencement of services.
The scope of services is specified in the offer/quotation, including any attachments (briefing, service description, schedule).
If the contractor is commissioned without a prior offer/quotation, the services will be charged at a daily rate based on the time and effort involved.
Services that go beyond the offer (‘additional services’) must be agreed separately or will be charged at the agreed rates based on actual expenditure (see point 5.5).

3. Prices & taxes

All prices are quoted in euros and exclude 20% VAT, unless expressly stated otherwise.
Any taxes, fees or third-party charges (e.g. platform fees, licences) shall be borne additionally, unless expressly included.

4. Terms of payment

Upon placement of the order, 50% of the total fee shall be invoiced as a deposit.
Unless otherwise agreed, the remaining amount shall be due upon completion of the respective project stage or upon completion of the project.
Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.
In the event of late payment, the contractor is entitled to charge statutory default interest as well as reasonable reminder fees and necessary collection costs.
The contractor is entitled to withhold services and not to grant rights of use until full payment has been made (see point 9).

5. Feedback loops (Change Request)

A feedback loop is included in the offer for all services.
A feedback loop comprises the collection of change requests by the client, their consolidation (ideally ‘one voice’), and their implementation to the agreed extent.
Change requests that go beyond the agreed scope (e.g. concept changes, additional variants, new content, additional formats, additional channels) are considered change requests.
Change requests are either offered separately prior to implementation or billed at the agreed/standard rates based on the time and effort involved.
If no hourly/daily rate has been agreed, additional services will be charged at a reasonable daily consulting rate.

6. Client's obligation to cooperate

The client shall provide all necessary information, content, approvals, data, access details and contact persons in a timely manner.
Delays resulting from a lack of or delayed cooperation shall lead to an appropriate postponement of deadlines; any additional costs incurred as a result shall be borne by the client.
The client is responsible for the accuracy and clarification of rights for the content provided (texts, photos, logos, data).

7. Deadlines, delivery times, partial services

Unless expressly agreed as ‘fixed’, the deadlines stated are approximate.
Partial services and partial invoices are permissible, provided this is reasonable for the client.

8. External costs / External services

External costs for image rights, photography, video and animation, illustration, lithography, retouching, editing, print monitoring, printing and production costs, sample production, PPT, PDF and Word template programming, web programming, as well as fees for external experts and other extraordinary costs are not included in this offer and will be quoted separately if required and invoiced after approval of the costs. Services provided by Forma Strategia that go beyond this offer must be agreed separately or will be invoiced at the daily consulting rate after the service has been provided.
Addendum: The contractor is entitled to use suitable subcontractors/partners to provide the services. The contractor is only liable for third-party services within the scope of passing on those claims to which it is entitled against the third party, insofar as this is legally permissible.

9. Expenses

Travel, meal, workshop and transport costs, postage and courier services, and other expenses shall be charged additionally according to the actual costs incurred. Addendum: For travel, standard market rates or mileage allowances may be applied after prior agreement.

10. Rights of use / ownership of work results

The rights of use in terms of content, time, media and space are included in the offer and are transferred to the client upon full payment of the total amount of the order.
All rights remain with the contractor until full payment has been made.
Open work data (e.g. editable layout/design files) are only owed if this has been expressly agreed.
The contractor remains the author in terms of copyright law; unless otherwise agreed, any editing/further development by third parties requires the contractor's consent.
The respective licence conditions apply to third-party materials used (fonts, stock, templates, software); the client shall bear the costs unless these are included.

11. Acceptance / Approval

Insofar as services are acceptable (e.g. design, layout, text, presentation, brand assets), approval shall be given by the client (email is sufficient).
Upon approval, the relevant services shall be deemed to have been rendered in accordance with the contract.
The service shall be deemed to have been accepted at the latest upon productive use (e.g. publication, printing, going live).

12. Warranty

The contractor shall provide services in accordance with the state of the art and with the care customary in the industry.
In the event of defects, the contractor shall first be entitled to improve/rectify them within a reasonable period of time.
No warranty shall be assumed for defects resulting from content provided by the client, approvals or subsequent changes made by third parties.

13. Liability

The contractor shall only be liable for damages in cases of intent and gross negligence, to the extent permitted by law.
Liability for slight negligence is excluded to the extent permitted by law; in any case, liability is limited to typically foreseeable damage.
Liability for lost profits, indirect damage, consequential damage and pure financial loss is excluded to the extent permitted by law.
Liability for delays due to force majeure (Section 17) or lack of cooperation (Section 6) is excluded.

14. Confidentiality

Both parties undertake to treat all information arising from the collaboration that is not publicly known as confidential.
This does not apply to information that (i) is publicly known, (ii) has been lawfully obtained from third parties, or (iii) must be disclosed due to legal obligations.

15. Reference

The contractor is entitled to use the client (name/logo) and project-related results to a reasonable extent as a reference (website, portfolio, social media, pitch documents), unless the client objects to this in writing or there are overriding confidentiality interests.

16. Data, archiving, disclosure

The contractor is not obliged to archive project files for more than 6 months after project completion, unless otherwise agreed.
Data/documents shall be disclosed in the agreed formats; additional expenses (e.g. preparation, export, data cleansing) shall be charged on a time and material basis.

17. Force majeure

Events beyond the control of the parties (e.g. power/network failure, official measures, strikes, illness, natural disasters) entitle the parties to a reasonable postponement of deadlines and dates. Claims for damages arising from this are excluded to the extent permitted by law.

18. Competition law and copyright review

By accepting the offer, the client confirms that they have been informed by the contractor of the legal requirement to subject newly developed trademarks and brand designs to a competition law review, if necessary, in order to avoid possible conflicts with older trademark or name rights. The competition law review must be arranged and paid for by the client themselves.

In the event of a redesign of an existing trademark or brand design (with logo and graphic elements), the client is obliged to clarify the copyrights, editing rights and licence rights of the source data, i.e. the original brand design and logo. The client shall indemnify and hold the contractor harmless in the event of any copyright claims by the creator of the original logo or brand design.

19. Resignation/Cancellation/Termination (Project Termination)

If a project is cancelled or terminated by the client after commissioning, services rendered up to that point shall be paid for on a time and material basis or in accordance with the progress of the project; the advance payment shall be credited.
In addition, external services/expenses already booked and cancellation costs incurred by third parties may be charged.
In the case of ongoing retainers/monthly services, the agreed term or notice period shall apply; otherwise, the notice period shall be 14 days to the end of the month.

20. Final provisions

Amendments and additions must be made in writing (email is sufficient), unless mandatory law provides otherwise.
Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected; the invalid provision shall be replaced by a valid provision that comes closest to the economic purpose.
Austrian law shall apply, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods, where applicable.
The place of jurisdiction is Vienna, to the extent permitted by law.