Terms and Conditions ENG

Terms and Conditions

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GENERAL TERMS AND CONDITIONS for Business Clients (B2B)

Pixel Adgency OG

1. SCOPE

1.1. These General Terms and Conditions (GTC) apply exclusively to all contracts for services, deliveries, and other performances concluded between Pixel Adgency OG (“Agency”) and a contracting party (“Contracting Party”). Deviations apply only if agreed in writing.

1.2. The Agency provides all services solely to entrepreneurs within the meaning of § 1 Austrian Consumer Protection Act (KSchG). By entering into the contract and accepting these GTC, the Contracting Party confirms entrepreneur status.

1.3. The GTC also apply to all future deliveries, services, or offers, even if not explicitly agreed again.

1.4. General terms or conditions of the Contracting Party do not become part of the contract, even if the Agency does not object, unless the Agency has expressly agreed in writing. Approved deviations apply only to the specific individual case.

2. CONTRACT FORMATION

2.1. All descriptions in Agency offers are non-binding unless stated otherwise in writing. A contract is concluded when the Agency accepts the Contracting Party’s approval (order) of the offered scope.

2.2. Binding offers from the Agency may be accepted only in writing within the offer period. If no period is stated, the offer is valid for one week.

2.3. Documents relating to service descriptions do not constitute guaranteed characteristics unless explicitly agreed. The legally owed characteristics derive exclusively from the contract.

2.4. Offers can only be accepted as a whole. Deviating acceptance constitutes a new offer by the Contracting Party. The Contracting Party’s own terms remain excluded unless expressly accepted.

3. PRICES

3.1. Prices apply to the contractually defined scope. Additional or special services are billed separately.

3.2. Prices are in euros and are not flat rates unless expressly agreed.

3.3. Prices are exclusive of taxes, duties, shipping, travel costs, and expenses. These are billed separately.

3.4. Prices assume uninterrupted workflows. Additional costs caused by the Contracting Party or its third parties will be charged.

3.5. The Agency may increase prices if circumstances beyond its control occur after offer submission or acceptance:

a) Suppliers or subcontractors increase prices – these increases may be passed on in full.
b) Wage, salary, energy, transport, or tax increases affecting the Agency – passed on proportionally to the cost impact.

3.6. Price increases are communicated individually (including by email). They apply to services rendered after receipt.

3.7. The Contracting Party must provide its VAT ID (UID). Failure or misuse results in reimbursement of all resulting tax burdens.

3.8. If the Contracting Party changes or cancels commissioned services without involving the Agency, all work performed to date must be paid. If cancellation is due to the Contracting Party’s breach, the full agreed fee is owed. No usage rights are granted for partial work; unused concepts must be returned.

4. PAYMENT TERMS, DEFAULT INTEREST, PARTIAL INVOICES, ACCELERATION, RETENTION OF TITLE

4.1. Fees are due upon invoicing unless special terms were agreed.

4.2. Deliveries remain Agency property until full payment. No retention rights apply. Any transfer or encumbrance is prohibited. The Contracting Party must assert the Agency’s ownership rights at its own cost if third-party claims arise.

4.3. Assertion of retention of title does not constitute withdrawal unless explicitly declared.

4.4. Statutory default interest for B2B applies. Additional damage claims remain unaffected.

4.5. Compound interest under § 1000(2) ABGB applies in case of default.

4.6. If creditworthiness appears at risk, the Agency may demand immediate payment and deliver only against advance payment or security.

4.7. In case of default, the Agency may make all outstanding partial services immediately due and suspend further services.

4.8. If installment payments are agreed and the Contracting Party defaults, the entire outstanding amount becomes due immediately (acceleration clause).

4.9. Offsetting against Agency claims is excluded unless acknowledged in writing or legally determined.

4.10. Discounts or reductions lapse retroactively if the Contracting Party is in default with any payment.

4.11. Cash discounts apply only if agreed in writing and not forfeited. Final invoice discounts require prior partial invoices to be paid on time.

4.12. Unlawful deductions lead to retroactive loss of all discounts.

4.13. Partial invoices are permitted; payment terms identical to the overall contract apply.

4.14. The Agency may send invoices electronically. The Contracting Party agrees to this.

5. DELIVERY AND PERFORMANCE DATES

5.1. Deadlines are non-binding unless expressly declared binding.

5.2. The Agency may postpone even binding deadlines if performance becomes impossible or unreasonable due to force majeure or circumstances beyond its control. Examples include labor disputes, fire, war, terrorism, strikes, pandemics, natural disasters, cyberattacks, platform outages, or subcontractor issues.

5.3. If such circumstances prevent timely fulfillment of all orders, the Agency is not obligated to expedite work using external services.

5.4. The Contracting Party must accept services at the agreed or communicated time.

6. SCOPE OF SERVICES, ORDER PROCESSING, AND COOPERATION DUTIES

6.1. Scope is defined in the contract or offer. Changes require written confirmation. The Agency has creative freedom within the agreed framework.

6.2. All Agency deliverables must be reviewed and approved within five working days; otherwise they are deemed approved.

6.3. The Contracting Party must provide all required information and materials fully, timely, and continuously. Costs caused by incorrect or delayed information are borne by the Contracting Party.

6.4. The Contracting Party must ensure all provided materials are free of third-party rights. The Agency has no duty to check this. If claims arise, the Contracting Party must fully indemnify and support the Agency, including covering legal costs.

6.5. The Agency is not liable for defects arising from poor quality of materials provided by the Contracting Party.

6.6. The Agency may perform services itself or use third parties. If third parties are engaged in the Contracting Party’s name, the Contracting Party must assume obligations that extend beyond the Agency contract.

6.7. The Contracting Party acknowledges that the Agency may simultaneously receive inquiries from other parties for the same project.

6.8. If services rely on third-party platforms or hosting, the Agency assumes no liability for their availability or continuity.

6.9. Maintenance, updates, and further development are not included unless agreed separately.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. The Contracting Party receives usage rights only within the contractually defined purpose. No right to modify the works is granted. If the Contracting Party modifies the work after acceptance, point 9.1 applies.

7.2. All rights (ownership and IP rights) remain with the Agency unless explicitly transferred. The Agency retains exclusive, unlimited usage rights and may license or assign them to third parties.

7.3. The Contracting Party may use Agency materials only for the contractually agreed purposes. No reproduction or distribution without explicit permission. The Contracting Party may not use Agency deliverables to train AI systems or provide them to third parties for such purposes.

7.4. If the contracting partner violates the provisions set out in clauses 7.2 or 7.3, the agency is entitled to immediately and prematurely terminate the contractual relationship and assert any other statutory claims, in particular claims for injunctive relief and/or damages.

7.5. The agency may reference itself and, where applicable, the creator on all advertising materials and advertising measures without the contracting partner being entitled to compensation. Subject to written revocation by the contracting partner at any time, the agency may reference the existing or former business relationship with the contracting partner (reference notice) on its own advertising materials, especially on its website, using the contracting partner’s name and company logo.

8. WARRANTY, NOTICE OF DEFECTS

8.1. Special or guaranteed properties become part of the contract only if they are explicitly included in the written service description.

8.2. The warranty period is 12 months from handover of the service.

8.3. No warranty is provided for minor deviations such as slight color variations or minor deviations from samples or measurements. The contracting partner may not reject the goods/services or demand price reduction or contract rescission based on such minor deviations.

8.4. Upon delivery or service provision, the goods or services are deemed handed over and accepted.

8.5. Notices of defects must be submitted by registered mail within 14 days of handover or acceptance. Defects must be specified. The agency may inspect the challenged goods/services. If inspection is refused, all warranty and damage claims lapse.

8.6. The contracting partner must prove the existence of defects. The statutory presumption under § 924 ABGB is excluded. The contracting partner must always prove that any defect already existed at handover.

8.7. Insignificant defects do not entitle the contracting partner to refuse acceptance.

8.8. No warranty is provided for defects resulting from negligent, incorrect, or improper handling or similar external influences, especially if caused by incorrect data supplied by the contracting partner.

8.9. In case of a defect, the agency may choose between remedy or replacement.

8.10. If remedy or replacement is impossible or would require disproportionate effort, the agency may refuse it. In that case the contracting partner may only request a price reduction. The remedy of rescission is excluded.

8.11. The contracting partner may not withhold payment or any portion of it under any circumstances.

8.12. If the agency provides services using third parties and warranty or liability claims arise against those third parties, the agency assigns those claims to the contracting partner, who must seek recourse from those third parties first.

8.13. § 933b ABGB does not apply.

8.14. No warranty is provided for defects or malfunctions caused by changes, unavailability, or adjustments of third-party platforms, hosting services, or other external services on which the contracted services are hosted or operated.

9. LIABILITY, EXCLUSIONS OF LIABILITY

9.1. The agency is liable only for works it has developed itself (possibly using standard CGI software) and delivered. If the contracting partner modifies or further develops the delivered work (e.g., with AI tools), the agency assumes no liability and all claims lapse.

9.2. The agency is liable for damages only in cases of intent or gross negligence. Liability for slight negligence and simple gross negligence is excluded except for personal injury. This applies equally to third parties engaged by the agency.

9.3. The agency is not liable for indirect damages, lost profits, interest losses, unrealized savings, consequential damages, financial losses, third-party claims, or data/program loss or recovery, unless caused by gross negligence or intent.

9.4. Liability limits:
a) For insured damages: up to the insurance coverage amount
b) For uninsured damages: 50% of the contract amount, minimum EUR 5,000 and maximum EUR 50,000
c) For ongoing contractual relationships: 50% of the annual contract amount of the year in which the damage occurred

9.5. Claims must be asserted in court within six months of the contracting partner becoming aware of the damage and responsible party, and no later than three years after the damaging event. The contracting partner bears the burden of proof.

9.6. All exclusions and limitations apply equally to employees and other agents of the agency.

9.7. Clause 6.4 applies to third-party claims.

9.8. The agency is not liable for availability, functionality, or discontinuation of third-party platforms, hosting services, or external services on which agency services are operated. This includes shutdowns, API changes, outages, price changes, or updated terms. The contracting partner carries the risk. The agency will notify upon becoming aware. Required migrations or adjustments are separate paid services.

9.9. The agency implements industry-standard security measures but is not liable for cyberattacks, hacking, malware, DDoS attacks, or other incidents unless caused by gross negligence or intent. The contracting partner must maintain adequate security measures.

10. WITHDRAWAL / TERMINATION

10.1. The agency may withdraw or terminate if the contracting partner violates obligations (including payment or cooperation duties) despite a 14-day grace period, if delivery/performance becomes impossible or excessively delayed due to reasons attributable to the contracting partner, or if performance becomes impossible or uneconomical for reasons outside the agency’s control.

10.2. For ongoing contractual relationships, the agency may terminate at any time without notice for cause, including violation of obligations, loss of trust, delays attributable to the contracting partner, or impossibility/economic unreasonableness for reasons outside the agency’s control.

10.3. Additional claims remain reserved.

10.4. Withdrawal by the contracting partner due to delay is only possible after formal reminder and a grace period of at least four weeks, both by registered mail. The withdrawal applies only to the delayed part. Otherwise withdrawal is permitted only for important cause.

10.5. In case of withdrawal or termination by the contracting partner, the agency may charge begun or partial services, calculated by progress. The agency may also require return of delivered items.

10.6. If the agency withdraws for justified reasons, it may claim a contractual penalty of 15% of the gross invoice amount without proof of damage and regardless of fault, plus further damages.

10.7. If the contracting partner unjustifiably withdraws or cancels, the agency may choose to enforce the contract or claim damages. In the latter case, the contracting partner must pay either a contractual penalty of 15% of the gross invoice amount or the actual damage. If the agency demands performance, it may claim all resulting damages.

11. CONFIDENTIALITY, PUBLICATION

11.1. The contracting partner must use all provided information only for the project and keep it confidential, ensuring employees and third parties involved comply.

11.2. The agency may reference or publish services performed for the contracting partner, including for self-promotion.

11.3. The agency may use the contracting partner’s branding for advertising and marketing in print and online. This can be revoked at any time.

12. APPLICABLE LAW / JURISDICTION / PLACE OF PERFORMANCE

12.1. Austrian substantive law applies, excluding conflict-of-law rules. The UN Sales Convention is excluded.

12.2. In case of discrepancy between the German and English versions, the German version prevails.

12.3. Exclusive jurisdiction is the competent court at the agency’s registered office, unless prohibited by law. The agency may also sue at the contracting partner’s general jurisdiction.

12.4. Place of performance is the agency’s registered office.

13. DATA PROTECTION

13.1. Both parties must comply with GDPR and Austrian data protection law.

13.2. If the agency processes personal data on behalf of the contracting partner, this requires a separate data processing agreement under Art 28 GDPR.

13.3. The contracting partner ensures they are authorized to transfer personal data and that all legal basis exists.

13.4. Further details are in the agency’s privacy policy available on its website.

14. FINAL PROVISIONS

14.1. Amendments or additions require written form. This also applies to changes to the written-form requirement.

14.2. The contracting partner must notify the agency of changes to business or email address; otherwise notices sent to the last known address are deemed received.

14.3. Invalid or unenforceable provisions do not invalidate the entire terms. Parties will replace them with provisions approximating the intended purpose. Same applies to gaps.

14.4. Amendments to the terms are deemed accepted unless the contracting partner objects in writing within 14 days. The contracting partner will be informed of this.

14.5. Contract language is German.

14.6. Gender references apply to all genders for readability.

Version: November 2025

Section B – Additional Terms for Consumer Webshop Orders (B2C)

1. Scope

This section applies in addition to the general terms and conditions for all webshop orders placed by consumers as defined in EU/AT consumer protection law.
Products offered in this webshop are produced individually after the order is placed (“print-on-demand”). There is no stock; each item is manufactured specifically for the customer.

2. Conclusion of Contract

By clicking the order button, you submit a binding offer. The contract is concluded upon our automatic order confirmation.

3. Prices & Payment

All prices are final prices in euros and include applicable VAT. Shipping costs are shown separately during checkout.
Payment is made using the payment options offered during the order process.
For deliveries outside the EU, additional charges such as customs duties, taxes, or import fees may apply and must be borne by the customer. These costs are not included in the product or shipping price.

4. Delivery

Delivery is fulfilled by our partner Printful. Estimated delivery time is 5–10 business days. Delivery times are not guaranteed.

5. Retention of Title

Goods remain our property until full payment has been received.

6. Right of Withdrawal & Returns

Consumers have a legal right to withdraw from the contract within 14 days after receiving the goods.
Please note:

Return shipping costs must be covered by the customer.
Unpaid return shipments (e.g. postage due) will not be accepted.
Personalized or made-to-order items (e.g. print-on-demand with custom elements) are excluded from the right of withdrawal if produced to customer specifications (per Art. 16(c) of the EU Consumer Rights Directive).
Non-personalized print-on-demand items are subject to the right of withdrawal.
Exchange due to incorrect size selection or slight color deviations (e.g. screen display differences) is not possible unless the product is faulty.

7. Warranty

The statutory warranty period is 2 years from delivery. This applies regardless of any manufacturer warranties.

8. Liability

We are fully liable for damages resulting from injury to life, body, or health. For all other damages, we are liable only in cases of gross negligence or intent. Liability for slight negligence is excluded to the extent permitted by law.

9. Jurisdiction

For consumers, the place of jurisdiction is determined by their place of residence. Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods.