Patrick Spindelböck, BA
Dr.ⁱⁿ Greta Pomberger

Member of the WKÖ / WKSTMK
Professional groups: Advertising and market communication & business consulting, accounting, and information technology

Trade Regulation Act www.ris.bka.gv.at
District Administration Graz

EU Dispute Resolution

Consumers have the option to file complaints on the EU Online Dispute Resolution platform: http://ec.europa.eu/odr. However, we would like to inform you that we are not willing or obliged to participate in dispute resolution proceedings before a consumer arbitration board. You can also address any complaints to the email address provided above.

Copyright Notice

All contents of this website are subject to copyright. The images, photos, graphics, and all texts on this website are protected by copyright. If you find any content on this website that violates copyright, please contact us. You can find the contact details in the imprint.

Liability for Links on this Website

This website contains links to other websites for which we are not responsible for their content. We do not assume any liability for the content of the linked websites, as we had and have no knowledge of any unlawful activities on these websites. If you are the owner of a website that is linked to our website and you do not wish for this link to be present, please contact us. You can find the contact details in the imprint.

General Terms and Conditions

1. Scope and Conclusion of Contract

1.1. Ecosocial Mind OG provides its services exclusively based on these General Terms and Conditions (GTC). These apply to all legal relationships between Ecosocial Mind OG and the client, even if they are not explicitly referenced.

1.2. The version of the GTC valid at the time of contract conclusion is applicable. Deviations or other supplementary agreements require written form as a formal requirement.

1.3. Any terms and conditions of the client are not accepted, even if known, unless explicitly agreed otherwise in writing in individual cases. Ecosocial Mind OG expressly contradicts the client's terms and conditions.

1.4. Changes to the GTC will be communicated to the client and are deemed agreed if the client does not object in writing within 14 days.

1.5. Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision is to be replaced by a valid provision that comes closest to the intent and purpose.

2. Social Media Channels

By commissioning Ecosocial Mind OG, the client agrees to the terms of use and policies of the individual social media channels. Ecosocial Mind OG explicitly informs the client prior to the placement of an order that the providers of "social media channels" (especially Facebook, Instagram, TikTok, LinkedIn, Twitter, Pinterest, Xing, Flickr, Snapchat, WhatsApp, YouTube, Reddit, Twitch, Tumblr, Discord, hereinafter referred to as: providers) reserve the right in their terms of use to refuse or remove advertisements and appearances for any reason. Therefore, the providers are not obligated to pass on content and information to users. As a result, there is an incalculable risk, unforeseen by Ecosocial Mind OG, that advertisements and appearances may be removed without cause. In the event of a complaint from other users, although the providers offer the possibility of a counterstatement, the content is immediately removed in such cases. Regaining the original, lawful state can take some time in these instances. Ecosocial Mind OG operates based on these terms of use of the providers, over which it has no control, and applies them to the client's commission. The client explicitly acknowledges by placing an order that these terms of use co-determine the rights and obligations of any contractual relationship. Ecosocial Mind OG intends to execute the client's commission with the utmost care and in compliance with the guidelines of "social media channels." However, due to the current terms of use and the simple possibility for users to claim rights violations, thus achieving content removal, Ecosocial Mind OG cannot guarantee that the commissioned campaign will be accessible at all times.

3. Concept and Idea Protection

3.1. The concept is protected under copyright law in its linguistic and graphic components to the extent that they reach the level of originality. The client is not permitted to use or modify these components without the consent of Ecosocial Mind OG.

3.2. 2 In addition to this, the concept contains advertising-related ideas that do not reach the level of originality and thus are not protected under copyright law. These ideas are at the inception of every creative process and can be seen as the spark that ignites all subsequent creations, thereby defining the origin of marketing strategies. Therefore, those elements of the concept that give the marketing strategy its distinctive character are protected. Specifically, advertising slogans, ad copy, graphics and illustrations, advertising materials, etc., are considered ideas within the context of this agreement.

3.3. The client commits to refraining from economically exploiting or allowing the exploitation of these creative advertising ideas presented by Ecosocial Mind OG within the concept for purposes outside the agreed scope, or from using or allowing the use of these ideas.

3.4. Any alteration, modification, or imitation of the works provided for use is prohibited unless the right to modify has been granted in writing and for a fee.

3.5. Should the client believe that they had come across any ideas presented by Ecosocial Mind OG prior to the presentation, they must notify Ecosocial Mind OG within 14 days of the presentation date via email, providing evidence that allows for chronological attribution. Otherwise, both parties will assume that Ecosocial Mind OG has presented a new idea to the client.

4. Scope of Services, Order Processing, and Client's Obligations

4.1. The scope of services to be provided is defined in the service description of the offer. Subsequent changes to the content of the services require written confirmation by Ecosocial Mind OG. Ecosocial Mind OG retains creative freedom within the agreed framework when fulfilling the order.

4.2. All services provided by Ecosocial Mind OG (especially all preliminary drafts, texts, sketches, and electronic files) must be reviewed and approved by the client within five business days of receipt. If the client does not respond within this period, the services are considered approved.

4.3. The client shall timely and fully provide Ecosocial Mind OG with all information and documents necessary for the performance of the service. The client shall inform them of all circumstances relevant to the execution of the order, even if these become known during the execution of the order. The client bears the costs arising from the need to repeat or delay work due to incorrect, incomplete, or subsequently altered information provided by the client.

4.4. Furthermore, the client is obligated to check the documents provided for the execution of the order (photos, logos, etc.) for possible copyright, trademark, and 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. Ecosocial Mind OG is not liable for the violation of such third-party rights by the provided documents in cases of slight negligence or after fulfilling its duty to warn - at least in the internal relationship with the client. If Ecosocial Mind OG is held liable by a third party for such a rights infringement, it may seek indemnification from the client. The client shall indemnify and hold Ecosocial Mind OG and its partners harmless. The client shall compensate Ecosocial Mind OG for all disadvantages resulting from third-party claims, including the costs of appropriate legal representation. The client commits to supporting Ecosocial Mind OG in defending against any third-party claims and shall provide all necessary documents without being asked.

5. Third-Party Services / Commissioning Third Parties

5.1. Ecosocial Mind OG is entitled, at its discretion, to perform the service itself, to use knowledgeable third parties as agents for the provision of contractual services, and/or to substitute such services ("Third-Party Service").

5.2. The commissioning of third parties within the scope of a Third-Party Service is carried out either in the name of Ecosocial Mind OG or in the name of the client, the latter after prior notification to the client.

5.3. The client shall assume obligations towards third parties that have been made known to them and which extend beyond the duration of the contract. This expressly applies also in the event of termination of the contractual relationship between the client and Ecosocial Mind OG for just cause.

6. Deadlines

6.1. Stated delivery or performance deadlines are considered approximate and non-binding unless explicitly agreed as binding. Binding deadlines must be documented in writing or confirmed in writing by Ecosocial Mind OG.

6.2. If Ecosocial Mind OG's delivery/performance is delayed due to reasons beyond its control, such as force majeure and other unforeseeable events that cannot be prevented with reasonable means, the obligation to perform shall be suspended for the duration and to the extent of the obstacle, and the deadlines shall be extended accordingly. If such delays last more than two months, both the client and Ecosocial Mind OG are entitled to withdraw from the contract.

6.3. If Ecosocial Mind OG is in delay, the client may only withdraw from the contract after granting Ecosocial Mind OG a reasonable grace period of at least 14 days in writing, which has expired without result. Claims for damages by the client due to non-performance or delay against Ecosocial Mind OG and its partners are excluded, except in cases of proven intent or gross negligence.

7. Early Termination

7.1. Ecosocial Mind OG is entitled to terminate the contract with immediate effect for just cause. Just cause exists in particular if:

a) the performance of the service becomes impossible due to reasons attributable to the client, or continues to be delayed despite a grace period of 14 days;

b) the client persistently violates essential obligations of this contract, such as payment of a due amount or cooperation duties, despite written warning with a grace period of 14 days;

c) legitimate concerns regarding the client's creditworthiness exist, and the client, upon Ecosocial Mind OG's request, neither makes advance payments nor provides suitable security before Ecosocial Mind OG's performance;

7.2. The client is entitled to terminate the contract without a grace period for just cause. Just cause exists in particular if Ecosocial Mind OG persistently violates essential provisions of this contract despite written warning with a reasonable grace period of at least 14 days to remedy the breach.

8. Fees

8.1. Unless otherwise agreed, Ecosocial Mind OG's fee claim for each individual service arises as soon as that service is provided. Ecosocial Mind OG is entitled to request advances to cover its expenses. For orders with a (yearly) budget of €1,000 or those that extend over a longer period, Ecosocial Mind OG is entitled to issue interim invoices or advance invoices or to request installment payments.

8.2. All services provided by Ecosocial Mind OG that are not explicitly covered by the agreed fee will be compensated separately. All cash expenses incurred by Ecosocial Mind OG shall be reimbursed by the client.

8.3. Cost estimates provided by Ecosocial Mind OG are non-binding. If it becomes apparent that the actual costs exceed those estimated in writing by Ecosocial Mind OG by more than 15%, Ecosocial Mind OG will notify the client of the higher costs. The cost overrun is considered approved by the client if the client does not object in writing within three working days of this notice and simultaneously provides more cost-effective alternatives. If the cost overrun is up to 15%, separate notification is not necessary. This cost overrun is considered approved by the client from the outset.

8.4. If the client unilaterally changes or cancels work commissioned without involving Ecosocial Mind OG - irrespective of ongoing support by the latter - the client must pay Ecosocial Mind OG for the services provided up to that point in accordance with the fee agreement and reimburse all incurred costs. Unless the cancellation is due to gross negligence or intentional breach of duty by Ecosocial Mind OG, the client must also reimburse Ecosocial Mind OG the entire fee agreed for this order, excluding the compensation deduction under § 1168 AGBG. Furthermore, Ecosocial Mind OG and its partners must be indemnified and held harmless regarding any third-party claims, especially from contractors.

9. Payment, Retention of Title

9.1. The fee is due for payment 14 days after receipt of the invoice without deduction, unless special payment terms are agreed in writing in individual cases. This also applies to the reimbursement of all cash expenses and other costs. Services and possibly goods delivered by Ecosocial Mind OG remain the property of Ecosocial Mind OG until the complete payment of the fee including all ancillary liabilities.

9.2. In case of payment delay by the client, the legal default interest applicable to business transactions will be charged. Furthermore, in the event of payment delay, the client agrees to reimburse Ecosocial Mind OG for the incurred reminder and collection expenses, insofar as they are necessary for appropriate legal action. This includes at least the costs of two reminder letters at the current customary rate of at least €20.00 per reminder, as well as a reminder letter from a law firm commissioned to collect the debt. The assertion of further rights and claims remains unaffected.

9.3. In the case of payment delay by the client, Ecosocial Mind OG may demand immediate payment of all services and partial services provided under other contracts concluded with the client.

9.4. Furthermore, Ecosocial Mind OG is not obligated to provide further services until the outstanding amount has been settled (right of retention). The obligation to pay the fee remains unaffected.

9.5. If payment by installments has been agreed, Ecosocial Mind OG reserves the right to demand immediate payment of the entire outstanding debt in the event of delayed payment of installments or ancillary claims (loss of term).

9.6. The client is not entitled to offset their own claims against claims of Ecosocial Mind OG, unless the client's claim has been acknowledged in writing by Ecosocial Mind OG or has been determined by a court.

10. Property Rights and Copyright

10.1. All services provided by Ecosocial Mind OG, including those from presentations (e.g., texts, suggestions, ideas, sketches, preliminary designs, scribbles, final artwork, concepts, negatives, slides, web designs, etc.), as well as individual parts thereof, remain the property of Ecosocial Mind OG or its licensors (e.g., stock libraries) and can be reclaimed by them at any time, especially upon termination of the contract. By paying the fee, the client only acquires the right to use the works for the agreed purpose. Ecosocial Mind OG does not transfer any license rights or copyrights to the client. Unless otherwise agreed, the client may only use Ecosocial Mind OG's services exclusively in Austria. The acquisition of usage and exploitation rights to services of Ecosocial Mind OG always requires the full payment of the fees invoiced for them.

10.2. Modifications or alterations of Ecosocial Mind OG's services, such as their further development by the client or by third parties working for them, are not permitted.

10.3. For the use of services for which Ecosocial Mind OG has developed conceptual or creative templates, consent from Ecosocial Mind OG is required after the contract has ended, regardless of whether the service is protected by copyright or not.

10.4. The client is liable to Ecosocial Mind OG for any unauthorized use in double the amount of the appropriate fee for such use.

10.5. The following provisions apply to the use of designs created with stock libraries, which must be adhered to by both Ecosocial Mind OG and the client. Identifiable persons must not be portrayed in a bad light or in an offensive manner. Unaltered archive files or copies from stock libraries may not be sold. Persons or brands in images may not be used as promotional faces for products. Archive files from stock libraries may not be distributed on other media platforms. For paid content, the principle of one-use design applies. However, free media can be used unlimitedly. The stock libraries remain the copyright holders of the archive media, but not of the derivative works. The stock libraries remain the licensors. Users cannot transfer the license to third parties.

10.6. In the case of individual legal succession, all rights and obligations are transferred to the legal successor, but only to the extent agreed between Ecosocial Mind OG and the client. Any expansion of use by the legal successor always requires the consent of Ecosocial Mind OG.

10.7. If the client wishes to continue using the developed or designed concepts, ideas, or works unchanged after completion of the order, withdrawal, or termination of a framework or support contract, this requires the granting of unlimited usage rights; if these are to be altered, updated by third parties or the client, or used as a basis for further developments, it additionally requires the granting of the right for third-party modifications. If the client desires the handover of computer data, this requires an additional agreement.

10.8. The consent of Ecosocial Mind OG is required for the granting of (usage) rights that go beyond the originally agreed purpose and scope of use. For this, Ecosocial Mind OG and the author are entitled to separate appropriate remuneration.

11. Attribution

11.1. Ecosocial Mind OG is entitled to reference its company and, if applicable, the author on all services without entitling the client to any compensation. According to § 20 of the Copyright Act, Ecosocial Mind OG is authorized to affix its company name and logo on every work/product designed by it as well as on advertising materials for it or publications about it. The form and duration of the attribution can be agreed upon.

11.2. Subject to the client's right of withdrawal at any time in writing, Ecosocial Mind OG is entitled to refer to the existing or former business relationship with the client by name and company logo on its own advertising media and especially on its website (reference notice).

12. Warranty

12.1. The client must report any defects immediately, but no later than eight days after delivery/service by Ecosocial Mind OG, and hidden defects within eight days of their discovery, in writing, describing the defect; otherwise, the service is considered approved. In this case, the assertion of warranty and compensation claims as well as the right to contest due to mistakes on the basis of defects against Ecosocial Mind OG and its partners is excluded.

12.2. In the case of a justified and timely complaint of defects, the client has the right to improvement or replacement of the delivery/service by Ecosocial Mind OG. Ecosocial Mind OG will rectify the defects within a reasonable period, with the client providing all necessary measures for the examination and rectification of defects. Ecosocial Mind OG is entitled to refuse the improvement of the service if it is impossible or involves a disproportionately high effort for Ecosocial Mind OG. In this case, the client has the statutory rights to conversion or reduction. In the case of improvement, it is the client's responsibility to transmit the defective (physical) item at their own expense.

12.3. It is also the client's responsibility to review the service for its legal compliance, especially in terms of competition, trademark, copyright, and administrative law. Ecosocial Mind OG is only obligated to conduct a preliminary review of legal compliance. Ecosocial Mind OG and its partners are not liable for the legal compliance of content if it has been specified or approved by the client, except in cases of slight negligence or after fulfilling a possible duty to warn.

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

13. Liability and Product Liability

13.1. In cases of slight negligence, the liability of Ecosocial Mind OG and its partners, as well as subcontractors or other agents, for material or financial damages to the client is excluded, regardless of whether it concerns direct or indirect damages, lost profits, consequential harm caused by a defect, damages due to delay, impossibility, breach of a material contractual obligation, negligence in contract conclusion, due to defective or incomplete performance. The injured party must prove the existence of gross negligence. To the extent that the liability of Ecosocial Mind OG and its partners is excluded or limited, this also applies to the personal liability of their employees.

13.2. Any liability of Ecosocial Mind OG and its partners for claims arising from the services provided by Ecosocial Mind OG (e.g., advertising measures) is expressly excluded if Ecosocial Mind OG has fulfilled its duty to inform, or if such duty was not recognizable to them, with slight negligence not being detrimental. In particular, Ecosocial Mind OG and its partners are not liable for litigation costs, the client's own legal fees, costs of publishing judgments, as well as for any compensation claims or other claims by third parties; the client is to indemnify and hold Ecosocial Mind OG and its partners harmless in this regard.

13.3. Compensation claims of the client against Ecosocial Mind OG and its partners expire six months after the client becomes aware of the damage; but in any case, after three years from the act of infringement. Compensation claims are limited to the net value of the order.

13.4. Ecosocial Mind OG is not obliged to achieve a specific result for the client. Especially for services dependent on the cooperation of third parties (e.g., the publication of press releases by journalists, attendance at press conferences by media representatives, etc.), no success is guaranteed. Ecosocial Mind OG and its partners cannot be held liable in these cases.

14. Applicable Law

The contract and all derived mutual rights and obligations as well as claims between Ecosocial Mind OG and the client are governed by Austrian substantive law, excluding its conflict of laws rules and excluding the UN Convention on Contracts for the International Sale of Goods.

15. Place of Performance and Jurisdiction

15.1. The place of performance is the registered office of Ecosocial Mind OG. In the case of shipping, the risk passes to the client as soon as Ecosocial Mind OG has handed over the goods to the transportation company chosen by them.

15.2. The court in Graz, which is competent for the registered office of Ecosocial Mind OG, is agreed upon as the jurisdiction for all legal disputes arising between Ecosocial Mind OG and its partners and the client in connection with this contractual relationship.

16. Confidentiality / Data Protection

16.1. Ecosocial Mind OG commits to absolute confidentiality regarding all business matters it becomes aware of, especially business and trade secrets as well as any information it receives about the nature, operational scope, and practical activities of the client.

16.2. Furthermore, Ecosocial Mind OG is committed to maintaining confidentiality towards third parties regarding the entire content of the work and all information and circumstances that came to its knowledge in connection with the creation of the work.

16.3. The obligation of confidentiality extends indefinitely beyond the termination of this contractual relationship. Exceptions exist in the case of legally mandated disclosure obligations.

16.4. Ecosocial Mind OG is authorized to process personal data entrusted to it within the scope of the contract's purpose. The client ensures that all necessary measures, especially those in the sense of the Data Protection Act, such as declarations of consent from the data subjects, have been taken.

17. Electronic Invoicing

17.1. Ecosocial Mind OG is authorized to send invoices to the client in electronic form. The client expressly agrees to the receipt of invoices in electronic form from Ecosocial Mind OG.