DISCLAIMER: Please note that in the event of any discrepancies or differences between the English and German versions of these General Terms and Conditions, the German version shall strictly prevail and apply (as also legally outlined in Section 12.2 of this document).
1. SCOPE OF APPLICATION
1.1. These general terms and conditions (“GTC”) apply to all legal transactions concluded by Pixel Adgency OG (hereinafter referred to as the “Agency”) with its contractual partners regarding products and advertising formats manufactured by the Agency, in particular (AI-)advertising videos, graphics, animations, filters and interactive augmented reality (AR) produced by it (“Works”).
1.2. Insofar as the parties do not agree on the production of a single, completed Work, but rather a contract for the recurring production of Works against payment of a monthly flat fee, these GTC shall apply together with the supplementary provisions in Section 15 of these GTC.
1.3. The GTC apply only to contracts concluded with contractual partners who are entrepreneurs within the meaning of the Austrian Commercial Code (Unternehmensgesetzbuch).
1.4. If the contractual partner has agreed to the application of the GTC, the GTC in their then-current version shall also apply to all future Works to be provided to the same contractual partner.
1.5. Deviating general terms and conditions of the contractual partner shall not apply, even if the Agency has not objected to them. Amendments and side agreements to these GTC are valid only if the parties agree to them in writing. This also applies to any change to this written-form requirement. Insofar as the parties agree on amendments and side agreements to these GTC, such amendments and side agreements shall apply exclusively to the production of the Work/individual contract on the occasion of which the deviation was agreed.
2. CONCLUSION OF CONTRACT AND SCOPE OF SERVICES
2.1. After the contractual partner has approved in writing the service description transmitted to it by the Agency (= order/commission), the contract is concluded by a written declaration of acceptance by the Agency.
2.2. The type, scope and quality of the Work to be produced by the Agency result exclusively from the service description contained in the order accepted by the Agency.
2.3. Adjustments due to changes in operating systems, browsers, third-party platforms, APIs or legal requirements must be separately commissioned and remunerated by the contractual partner.
2.4. The Agency is entitled to have the Work carried out by third parties.
3. PRICES
3.1. All prices are quoted in Euro, exclusive of VAT.
3.2. Cash expenses, as well as shipping costs, travel costs or other expenses incurred by the Agency in connection with the creation of the Work, will be charged separately to the contractual partner.
3.3. The Agency is entitled to subsequently increase prices already agreed with the contractual partner if the costs of software, development or third-party licenses necessary for the production of the Work, or the costs of hosting, cloud, server or other infrastructure services, increase. The price increase shall correspond to the cost increase incurred by the Agency, but only to the extent that such increase has a cost-increasing effect on the order.
3.4. The Agency shall notify the contractual partner of the price increase in writing, stating its reasons; the price increase shall apply to services rendered by the Agency from the transmission of the notification onward.
3.5. In the case of deliveries and services, the contractual partner must disclose its VAT identification number (VAT ID) to the Agency. The Agency will remind the contractual partner to provide the VAT ID prior to invoicing. If the contractual partner fails to disclose the VAT ID, fails to disclose it in time, discloses it incorrectly, uses the VAT ID improperly, or if the goods are not exported to another EU country, the contractual partner shall reimburse the Agency for the resulting additional tax burdens, in particular Austrian VAT at the statutory rate together with any ancillary charges and administrative costs. Further claims by the Agency remain unaffected.
4. DEFAULT OF PAYMENT, PAYMENT TERMS, SET-OFF
4.1. The Agency and the contractual partner agree that, in the event the contractual partner defaults on payment, compound interest shall apply pursuant to Section 1000(2) of the Austrian Civil Code (ABGB).
4.2. If circumstances become known to the Agency that are likely to materially reduce the creditworthiness of the contractual partner, or if the contractual partner defaults on payment, the Agency is entitled to carry out any Works yet to be produced or completed for the contractual partner only against advance payment or security, and to invoice and immediately call due any (partial) services already rendered.
4.3. The contractual partner is not entitled to set off its own claims against claims of the Agency, unless the contractual partner’s claim has been acknowledged in writing by the Agency or established by a court.
4.4. Insofar as the Agency has granted the contractual partner discounts, rebates or cash discounts by separate written agreement, these shall lapse retroactively in full if the contractual partner defaults on payment.
4.5. A cash discount deduction on the final invoice is permissible only if all previous partial invoices have been paid on time.
4.6. The Agency is entitled to apply the customer’s payments irrespective of their designated purpose.
4.7. The Agency is entitled to invoice (partial) services rendered by it and cash expenses prior to completion of the Work. The payment terms established for the overall order shall apply to partial invoices.
5. DELIVERY DATE, ACCEPTANCE OF THE WORK
5.1. The agreed delivery periods and dates will be met by the Agency to the extent possible. Unless expressly agreed as binding, they are non-binding and are to be understood as the anticipated point in time for completion and handover of the Work.
5.2. If the Agency is unable to meet the agreed delivery dates due to operational or technical disruptions (e.g. cyberattacks, failure or discontinuation of third-party platforms, editing programs or hosting services, delays by suppliers or subcontractors) or due to force majeure (e.g. strike, war, terrorism, epidemics, natural disasters or interruptions to the energy supply), the Agency is entitled to postpone the delivery date by a period corresponding to the duration and effects of the impediment.
5.3. Once the Agency has transmitted the Work to the contractual partner, the Work is deemed approved and accepted by the contractual partner.
6. COOPERATION OBLIGATIONS OF THE CONTRACTUAL PARTNER
6.1. Insofar as the Agency transmits preliminary drafts, interim results or other files, images or documents relevant to the production of the Work to the contractual partner for approval during the term of the contract, these are deemed approved by the contractual partner unless the contractual partner objects to them in writing within five working days.
6.2. The contractual partner acknowledges that the Agency may be commissioned by third parties (e.g. other contractual partners, advertising agencies) for the same (advertising) project for which the contractual partner has commissioned the production of the Work, and declares that it sees no conflict of interest therein.
7. INTELLECTUAL PROPERTY RIGHTS AND PERSONALITY RIGHTS
7.1. The Agency may, under certain circumstances, hold copyrights and industrial property rights in its Works.
7.2. Upon full payment of a separately, agreed-in-writing remuneration, the Agency grants the contractual partner a non-exclusive, non-transferable license to use the Work to the extent of the use provided for in the service description agreed in writing by the parties. Insofar as the parties agree on recurring production of Works pursuant to Section 15 of the GTC, the license to use the Work is limited to the duration of the parties’ cooperation.
7.3. The contractual partner may not edit, alter, shorten or otherwise modify the Work; furthermore, all rights of the Agency in project files, prompts, AI workflows, trained (AI) models, and image and motion components of the Works are not covered by the grant of rights.
7.4. The Agency will notify the contractual partner of all cases in which it is evident that third-party rights, in particular copyrights, personality rights or performance protection rights (e.g. of actors or music producers), may exist in the produced Work; however, the Agency does not guarantee that the Work is free of third-party rights, nor, in the event such third-party rights exist, whether and to what extent and under what conditions third parties will grant these to the contractual partner.
7.5. If rights of use beyond those provided for in Section 7.2 are to be granted to the contractual partner, or if the contractual partner is to be granted the right to sublicense the license granted to it, the parties shall enter into a separate written agreement to this effect.
7.6. The contractual partner is not entitled to use the Agency’s Works for training artificial intelligence, machine-learning algorithms, AI tools or services, or similar technologies, nor to make them available to third parties for such purposes.
7.7. The Agency is entitled to refer, on its own advertising media and in particular on its website and other print and online media, stating the contractual partner’s company name and logo, to its existing or former business relationship with the contractual partner and to the services rendered for it.
8. WARRANTY, EXCLUSION OF WARRANTY
8.1. The characteristics of the Work owed to the contractual partner result exclusively from the Agency’s service description. Documents presented to the contractual partner in the course of business negotiations or attached to the service description, such as graphics, photos, video files or depictions of 3D animations, do not become part of the contract. Deviations from the technical specifications named in the service description, such as color nuances, length, resolution, aspect ratios, deviations of 3D models from references or mock-ups, and the export format of the Work, do not constitute a defect.
8.2. Excluded from the warranty are defects based on the fact that the data, images, graphics, video sequences or other documents provided by the contractual partner are incorrect, incomplete, faulty, unsuitable for the production of the Work, or exhibit insufficient image quality.
8.3. Insofar as the Work is operated on or hosted by third-party platforms, hosting services or other external services, the contractual partner will be informed of this dependency. The Agency provides no warranty for the permanent availability, functionality or unchanged provision of these third-party services. Excluded from the warranty are therefore impairments of the Work’s functionality caused by the discontinuation, modification or unavailability of such third-party platforms, hosting services or other external services, even if this restricts or renders impossible the use of the Work.
8.4. The statutory warranty period is limited to 12 months from handover of the Work.
8.5. The contractual partner must inspect the Work handed over by the Agency for defects without delay and must give written notice of any defects to the Agency within fourteen working days of handover, describing the defect precisely, failing which all warranty claims shall be forfeited.
8.6. The burden of proof that the Work is defective and that the defects already existed at the time of handover lies with the contractual partner.
8.7. The contractual partner may not refuse acceptance of the Work on the basis of alleged, immaterial defects.
8.8. Should a defect timely complained of by the contractual partner rightfully exist, the Agency may choose whether to remedy it by improvement or replacement. A right of rescission is excluded unless the Agency has twice unsuccessfully attempted to improve or replace the Work.
8.9. The contractual partner is not entitled to withhold the entire agreed fee on the basis of alleged warranty claims.
8.10. Insofar as the Agency is to film, depict or otherwise portray real, identifiable persons, real buildings, structures, trademarks or third-party marks for the production of the Work, the contractual partner must ensure that the Agency is entitled to do so and to use the recordings, depictions or other portrayals for the production of the Work. The Agency is entitled to refuse performance of the Work if its implementation evidently infringes third-party rights.
9. LIABILITY, EXCLUSION OF LIABILITY
9.1. The Agency is liable for defects and property damage only in cases of intent and gross negligence. The contractual partner bears the burden of proving the existence of gross negligence.
9.2. Insofar as the contractual partner edits, supplements, alters or reshapes preliminary drafts transmitted by the Agency, or data, animations, graphics or other documents relevant to the creation of the Work, or alters, supplements or further develops the final Work delivered by the Agency, the Agency assumes no liability for damages resulting therefrom.
9.3. The contractual partner has no claim to compensation for consequential damages, loss of profit, pure financial losses, or the disadvantage arising from the loss of data and its restoration.
9.4. Regardless of the cause and legal basis of the damage, the Agency’s liability is limited to the coverage amount of its liability insurance, but not exceeding EUR 50,000.00 per claim.
9.5. In the case of damages arising from contracts for recurring production of Works against payment of a monthly flat fee (Section 15 of the GTC), the Agency’s liability is limited to the coverage amount of its liability insurance, but not exceeding half of the annual fee; in the case of a contract term of less than one year, half of the fee owed for the contract term.
9.6. Claims for damages against the Agency must be asserted by the contractual partner in court within six months of becoming aware of the damage and the party causing it, but at the latest within three years.
9.7. The Agency is not liable for the availability, functionality or discontinuation of third-party platforms, hosting services or other external services on which the Agency’s Works (in particular websites, AR applications, web games or other digital products) are hosted or operated, nor for changes to the terms of use of such third-party providers. The contractual partner bears the risk of the availability and continuity of third-party platforms. Should restrictions, service interruptions or discontinuations of these services occur, the Agency will notify the contractual partner thereof; any migrations or adjustments to the Work required as a result of such changes must be separately commissioned and remunerated by the contractual partner.
9.8. The Agency implements industry-standard IT security measures. Should damage nevertheless occur due to cyberattacks, hacking, malware, DDoS attacks or other IT security incidents, the Agency shall be liable only for gross fault. The contractual partner is obliged to implement its own appropriate IT security measures and to keep its systems up to date.
9.9. The contractual partner is obliged to check the documents and data provided to the Agency for the production of the Work, such as photos, logos, graphics, video sequences or animations, for any copyright, trademark or other third-party rights, and warrants that such documents are free of third-party rights and may be used by the Agency for the production of the Work. The Agency is under no obligation to conduct such a review.
9.10. The contractual partner is obliged, in the event of culpable breach of its contractual obligations, to reimburse the Agency for costs, reminder and collection fees expended for the appropriate pursuit of its claims, insofar as these are proportionate to the claim being pursued.
10. RIGHT OF WITHDRAWAL OF THE AGENCY, CANCELLATION OF THE WORK, CONTRACTUAL PENALTY
10.1. In addition to the grounds set out in Section 1168 of the Austrian Civil Code (ABGB), the Agency is entitled to terminate the contract without notice by written declaration if:
i) the contractual partner infringes copyrights or other industrial property rights of the Agency;
ii) the contractual partner breaches its obligations under this contract, in particular its payment or cooperation obligations, despite being given a grace period of 14 days, and fails to restore a contract-compliant state;
iii) production of the Work becomes impossible for reasons attributable to the contractual partner;
iv) production of the Work is delayed for reasons attributable to the contractual partner, and the Agency, despite being given a grace period of 14 days, is unable to continue or complete production of the Work;
v) the Work to be produced by the Agency becomes impossible due to circumstances outside its sphere of influence, or third-party services necessary for the production of the Work (e.g. AI systems, server providers) fail or restrict access; or
vi) the Work to be produced is unlawful or evidently infringes third-party rights.
10.2. If the contractual partner cancels the Work, the Agency may choose whether to invoice the services rendered up to that point pursuant to Section 1168 ABGB, or to require the contractual partner to pay a flat-rate compensation, graduated as follows, without regard to any savings made by the Agency:
i) Cancellation after commissioning but before presentation of the first preliminary draft: 20% of the agreed gross total fee.
ii) Cancellation after presentation of a preliminary draft: 40% of the agreed gross total fee.
iii) Cancellation after the Agency has made additions or amendments to the Work requested by the contractual partner based on the preliminary draft: 70% of the agreed gross total fee.
10.3. If the contractual partner culpably breaches contractual obligations (e.g. cooperation obligations, payment obligations), infringes the Agency’s intellectual property rights, or if the Agency terminates the contract due to a reason attributable to the contractual partner’s fault, the contractual partner shall pay liquidated damages of 15% of the agreed gross total fee. The Agency is entitled to assert damages exceeding this amount.
11. USE OF ARTIFICIAL INTELLIGENCE
11.1. The Agency is free in the technical, creative and design implementation of the Work owed. It does not owe any particular technical production method and is entitled to use artificial intelligence as well as AI-supported software solutions and models in fulfilling the contract.
11.2. If the contractual partner has restrictions regarding the use of artificial intelligence, specific AI systems, or the transmission of data to external AI services, the contractual partner must inform the Agency thereof in writing prior to placing the order, or, in the case of ongoing contractual relationships pursuant to Section 15 of these GTC, at the latest with the respective monthly briefing. If this requires production of the Work using alternative tools or technical solutions that lead to technical limitations or quality deviations, this does not constitute a defect. The contractual partner shall bear the additional costs arising from the use of alternative tools and technical solutions.
11.3. The contractual partner acknowledges that AI-generated or AI-edited productions may, for systemic reasons, exhibit deviations or inconsistencies with regard to the depiction of persons, objects, movement sequences or events. Such technically caused characteristics do not constitute a defect. The decisive factor for the owed characteristics is exclusively the service description agreed between the parties.
11.4. The Agency will not use prompts or inputs that evidently aim to reproduce protected third-party works or to infringe third-party industrial property rights or personality rights. However, no guarantee is given that Works produced using generative AI are free of third-party rights.
12. CONFIDENTIALITY, PUBLICATION
12.1. The contractual partner undertakes to use all information, data, calculations, reports and programs handed over to it only for the project supervised on the basis of the contractual relationship agreed between it and the Agency, and for the Works produced therefrom by the Agency, and to otherwise keep them confidential. The contractual partner must ensure that its employees and any third parties involved in the project on the contractual partner’s behalf comply with this confidentiality agreement.
12.2. The Agency is entitled to publish, for advertising purposes, Works it has produced for the contractual partner, naming the contractual partner’s company name and logo.
13. DATA PROTECTION
13.1. Insofar as the Agency processes personal data in the course of performing the contract, this is done on the basis of a separate data protection agreement between the Agency and the contractual partner.
13.2. The contractual partner shall ensure that it is entitled to transmit personal data to the Agency, and that the Agency may process the data to the agreed extent.
13.3. Further information on data processing can be found in the privacy policy available on the Agency’s website.
14. APPLICABLE LAW, JURISDICTION, PLACE OF PERFORMANCE, WRITTEN FORM REQUIREMENT
14.1. Austrian substantive law applies to these GTC, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2. Only the German-language version of the GTC constitutes the content of the contract; the English version of the GTC serves informational purposes only.
14.3. The court with subject-matter jurisdiction for the Agency’s registered seat is agreed as the exclusive venue for all disputes arising between the Agency and the contractual partner from or in connection with the contractual relationships concluded between them.
14.4. The place of performance for all services owed by both the Agency and the contractual partner is the Agency’s registered seat.
14.5. Insofar as these GTC or the respective contract require written form, text form (e.g. e-mail) is sufficient, unless a handwritten signature is required.
15. SPECIAL PROVISIONS FOR RECURRING PRODUCTION OF WORKS AGAINST MONTHLY FLAT-RATE REMUNERATION
15.1. Insofar as the Agency and the contractual partner agree that the Agency will, against payment of a separately agreed-in-writing monthly flat fee, recurrently produce a specified number of Works (e.g. videos, animations), the following special, additional provisions shall apply.
15.2. The monthly fee is payable in advance at the beginning of the month. The Agency will begin production of the Works for the respective month after receipt of the agreed monthly fee and after a discussion between the Agency and the contractual partner regarding the Works to be produced for the respective month.
15.3. The contractual partner may, per Work, provide consolidated written feedback twice on the Works produced by the Agency and submit proposed changes and/or additions (feedback loop). Further feedback loops are not covered by the agreed flat fee.
15.4. Unused monthly quotas may be carried over to subsequent months only by written agreement. Additional Works exceeding the agreed quota will be charged separately.
15.5. Unless the contractual partners agree otherwise, the minimum term of the contract is four months. After expiry of the minimum term, the contract shall be extended for an indefinite period and may be terminated in writing by either party without stating reasons, subject to 30 days’ notice as of the end of a month.
15.6. Unused quotas, or quotas carried over to subsequent months, shall lapse without compensation upon termination of the contract.
15.7. The Agency may decline individual production orders if these evidently infringe third-party rights or are unlawful.
15.8. No employment relationship is established between the Agency and the contractual partner; the Agency produces the Works using its own operational resources, without organizational integration into the contractual partner’s business, free of instructions, independently and without personal dependency.
As of: August 2026
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