General Terms and Conditions (hereafter: Terms)
I. Definition and Interpretation
The services and offers as well as all agreements concluded between the Client and Lookslikewow shall be governed exclusively by these Terms, irrespective of the nature of the legal transaction. These Terms shall also be understood as the basis for all of our declarations of intent under private law. Conditions of the Client which conflict with or deviate from our Terms are not applicable unless we have explicitly agreed to their validity in writing. Any action taken by us to fulfill contractual obligations shall not be regarded as acceptance of any conditions which deviate from our Terms. These Terms also serve as a frame agreement for any further legal transactions between the contract parties
II. Contract Conclusion
a) All of our fee proposals and offers are subject to change and non-binding. The prices contained in such an offer apply under the condition that the order data on which the offer is based remain unchanged. The contracting entity’s order is a binding offer. The contractor is entitled to accept within two weeks in the form of an order confirmation. In order to be legally valid, said order confirmation must be submitted in writing by post or email.
b) In the case that our order confirmation contains amendments to the order, these are considered to have been accepted by the contract partner unless an immediate objection is raised.
c) The content of the contract concluded with the contract partner primarily consists of a written contract including annexes, signed authorization and these Terms. It must generally be assumed that a contract is concluded between businessmen and businesswomen; these are not consumer transactions.
a) Our services shall be measured on the basis of the goal, scope, time period and the conditions for the provision of services, appropriate to the specific area of expertise. Should the parameters for calculation change during the execution period, any services subsequently rendered shall be calculated on the basis of the new parameters.
b) In any instance where labour costs change in the period between contract conclusion and service provision as a result of collective agreement regulations within the sector or internal works agreements, or where there are changes to other cost centres relevant to the calculation or service provision, such as for materials, energy, transport, subcontracted works, financing, etc., we shall have the right to increase or decrease the prices accordingly.
c) Additional services caused by changes which are not attributable to the sphere of Looks Like Wow and which necessitate the revision or adaptation of individual sections – in particular as the result of official administrative requirements, amendments to relevant directives and laws and any resulting changes to the Client’s requirements – shall be remunerated additionally in line with the increased scope of services.
IV. Payment Conditions, Interest on Late Payments
a) Looks Like Wow has the right to require payment by issuing partial invoices which may contain Value Added Tax at the relevant legal amount. Invoices for partial delivery and final invoices are due promptly upon receipt of invoice. The deduction of a discount is not permitted unless agreed otherwise.
b) For late payments we are entitled to claim default interest at the statutory rate starting on the due date.
V. Withdrawal from the Contract
a) In addition to general legal grounds, Looks Like Wow is also entitled to withdraw from the contract if the Client defaults on acceptance or if other important grounds emerge such as the service being postponed by the Client for more than three months or if the Client impedes service provision. The provisions of the ABGB (Austrian Civil Code) apply in the case of withdrawal from the contract.
b) In the case of delayed payment by the contract partner we are released from any further obligations to deliver and provide services and are entitled to withhold further deliveries and services, to demand pre-payments or deposits, or to withdraw from the contract after setting a reasonable grace period.
c) In the case that the contract partner – without a legally justified cause – withdraws from the contract or demands its cancellation without justification, we are entitled to choose whether to insist on con- tract fulfillment or cancellation; in the latter case, Point A) last sentence shall apply. The contractor is also entitled to prohibit use or partial use or to permit use or partial use for a suitable usage fee.
d) In the case that the contract partner withdraws from the contract with a legally justified cause, we are only entitled to remuneration for services provided up to the effective date of withdrawal.
e) Withdrawal from the contract must be announced in writing by registered post.
VI. Reminder and Debt Collection Fees
In the case of delayed payment the contract partner undertakes to reimburse the costs incurred for reminders in the form of a flat rate of € 15- plus postage, as well as an amount of € 5- every six months for keeping a record of the debt relationship within the reminder system. Furthermore, any costs and expenses arising from payments which incur reminder or debt collection fees must be paid by the debtor, in particular those required for appropriate prosecution and extrajudicial costs at the standard rate.
VII. Title Retention
a) All work that we produce, i.e. visualisations/charts, etc., is provided under reservation of proprietary title and remains the contractor’s property until full payment has been received. The contracting entity does not have the right to unlimited use until payment has been made in full. In the event of default, the contractor has the right to withdraw at anytime.
b) All subsequent changes to the presentation made by the contracting entity or third parties require the contractor’s consent and must be shown to the contractor. The contracting entity is solely liable if rights – in particular third-party rights – are violated as a result of the execution of his order. The contracting entity indemnifies the contractor from all third-party claims that arise due to such a violation of rights.
c) In the case that we demand the return or retake any of the goods to which we retain title, contract rescission shall only occur if this has been explicitly agreed.
d) The Client bears the full risk for the goods to which we retain title, in particular the risk of destruction, loss or deterioration.
VIII. Exclusion of Set-Off
a) Offsetting any counterclaims against our (remuneration) claims is not permitted, regardless of the grounds stated.
b) Claims against us shall not be transferred without our explicit consent.
Regardless of whether or not the work we produce, i.e. visualisations/charts, is copyright protected, the contracting entity has the right to use said work for the contractually specified purpose with the sole condition being complete fulfilment of contractual obligations.
X. Storage and Distribution of Documents
a) In case it is agreed that the documents be provided in a digital form, we bear no liability of any kind. The Client shall indemnify us and hold us harmless in this respect. With regard to digital data that is sent, we assume no liability for errors or damages that may occur on the recipient’s computer system.
a) Our duty to retain records ends ten years after issuing the final invoice to the Client. We shall be relieved from our storage obligation if we release the original documents to the contract partner during this period.
In the event of a justified claim, the contracting entity is not entitled to withhold the entire gross invoice amount, but rather is only entitled to withhold the amount that corresponds to the estimated correction amount and/or damages.
XII. Overdue Payment Making the Whole Sum Immediately Payable (Terminverlust)
Should part payment be agreed with the contract partner, it is agreed that if even just one instalment is late, the entire outstanding balance shall be due and payable (Terminverlust) without any extended period of notice.
XIII. Warranty, Examination and Notice of Non-Conformity
a) The contractor is liable for wilful intent and gross negligence. Liability is always limited to the contracted amount of compensation.
b) With regard to the loss of data and/or programs, the contractor is not liable to the extent that the damage is based on the fact that the contracting entity neglected to make backups in order to ensure that lost data could be reproduced with reasonable efforts. The contracting entity is responsible for establishing access requirements for the use of the visualisation.
c) The contractor is not liable with regard to information missing on a graphic presentation – visualisations are graphic presentations with artistic liberties; they in no way constitute the basis for planning, execution/installation or marketing, neither structural nor non-structural elements. The contracting entity retains liability for his project. The contracting entity is liable for the completeness and correctness of his information. The contractor is not liable if the contracting entity uses the visualisation in a way that is contrary to these instructions and results in damages and/or secondary damages.
XIV. Warranty / Duty of Inspection
a) The contractor is obligated to complete work in accordance with the contract and documentation. The contracting entity must immediately inspect the work’s conformity with the contract as well as that of provisional products sent for correction, report any clearly visible defects in writing immediately – no later than 14 days after becoming aware of said defects – and allow the contractor to remedy the situation. If the work delivered has defects that have more than a negligible negative impact on usage, the contracting entity initially only has the right to demand supplementary performance within a reasonable period of time. The contractor decides whether said supplementary performance is provided in the form of repairs/improvements or the delivery of a replacement. The contracting entity’s interests are taken into account to a reasonable degree when making this decision.
b) In the event of significant deviations, there are no warranty claims. Warranty claims also do not arise if the contractor’s instructions are not followed or if the contracting entity independently makes changes to the work. The warranty applies for 12 months from the time of acceptance. Defects of part of the work do not result in warranty claims with regard to overall performance.
c) The contracting entity must immediately inform us in writing of defects that were not reported in writing upon delivery, no later than within a week after discovery. If notice of defect is not provided or is not provided on time, our service is considered as accepted.
d) The contracting entity’s claims for damages that aim for defects to be rectified can only be asserted if we have fallen behind on the fulfilment of the warranty claims. The warranty period for all services we provide is XX months starting upon completion of all contractually stipulated services.
a) In the case of slight negligence any entitlement to damages is excluded. The existence of slight or gross negligence has to be proven by the injured party.
b) The limitation period for entitlement to damages is two years from the conclusion of our services, at the latest within two years of issuing the final invoice, as long as there is no applicable law allowing for a shorter period of entitlement. All provisions about indemnity included in these Terms or otherwise agreed upon are also valid if entitlements to damages are claimed additionally or instead of warranty claims.
c) Our plans and other documentation may not be used for execution until all necessary official permits have been acquired and our explicit approval has been given, otherwise all compensation claims are excluded.
XVI. Assignment of Rights
In order to create his own documentation, the contractor has the right to create and archive the contracted work. The contractor reserves the right to use the complete medium for promotional purposes on his own account. The contracting entity’s consent is deemed to be given.
XVII. Governing Law and Jurisdiction
The Austrian law applies. The application of the UN Convention on Contracts for the International Sale of Goods is explicitly excluded. The contract language is German. The contract parties agree on Austrian, domestic jurisdiction. Arbitration, ruling and settlement of disputes is agreed to be done exclusively by the local and competent Court at the registered office of our organisation.
XVIII. Place of Performance
The place of performance is the registered office of our organisation.
XIX. Change of Address
The contract partner is required to inform us of any change of home address/business address, until such time as the contractual business has been fully concluded by both parties. In case such notification is not issued, statements from our side sent to the last known address are considered as delivered and received.
Should an individual provision of these Terms become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions.