General Terms and Conditions (B2B)

01Scope and contracting party

The contracting party is 360 Design Agency GmbH, Ybbsstraße 35/1/13, 1020 Vienna, Austria, FN 637501 b, Commercial Court Vienna ('Agency').

These terms apply to branding, strategy, graphic design, advertising, digital marketing, web and software development, SEO, social media, production, AI-related and associated agency services for business clients.

02Formation of contract and order of precedence

Agency proposals are non-binding unless expressly identified as binding. A contract is formed by written acceptance, signature, purchase order accepted by the Agency, payment of an agreed advance, or commencement requested by the Client.

The order of precedence is: individually negotiated agreement; accepted proposal or statement of work; data-processing agreement where applicable; these terms. Client terms do not apply unless the Agency expressly accepts them in writing.

The Client must receive or be given access to these terms before the contract is concluded. A link in the website footer alone does not incorporate them into a project agreement.

03Scope, estimates and schedules

Scope, deliverables, assumptions, milestones and fees are defined in the applicable proposal or statement of work. Estimates are based on information available when issued.

Dates are binding only if expressly agreed as binding. Schedules extend reasonably where the Client delays information, feedback, approvals, access or payment, or where dependencies outside the Agency's control change.

04Client cooperation

The Agency may rely on Client-supplied information without independent verification.

• —Provide complete, accurate and timely briefs, content, access, technical information and one authorised decision-maker.
• —Review deliverables and provide consolidated feedback within agreed review periods.
• —Ensure that supplied names, claims, data, trademarks, images, music and other materials may lawfully be used.
• —Perform legal, regulatory, accessibility and factual review of the Client's business-specific content unless expressly included in scope.

05Changes and additional work

Work outside scope, additional revision rounds, changed instructions, new formats, rework caused by incomplete information and accelerated delivery may be charged at the agreed rate or, if none is agreed, at the Agency's current reasonable rate.

The Agency may request written approval of a change order, revised budget or schedule before continuing affected work.

06Fees, expenses and taxes

Fees are stated net of the applicable statutory VAT unless expressly stated otherwise. Third-party costs, travel, media budgets, licences, printing, hosting, shipping and similar expenses are additional unless included in writing.

Any advance, milestone billing or recurring fee is specified in the proposal. The Agency may pause work while an overdue amount or agreed advance remains unpaid.

07Invoices and late payment

Unless the proposal states otherwise, invoices are due within 14 days without deduction. The statutory rules on default in B2B transactions apply, including statutory default interest and recovery costs under the Austrian Commercial Code (UGB).

The Client may set off only claims that are undisputed, legally established or arise from the same contractual relationship.

08Review, approval and acceptance

The Client must review deliverables promptly and report specific defects. Approval of a stage authorises the Agency to rely on it for subsequent work. Later changes to an approved stage are additional work.

Where the Austrian duty to inspect and notify under section 377 UGB applies, it remains unaffected.

09Intellectual property and usage rights

Until all amounts due for the relevant deliverable are paid, all rights remain with the Agency or the relevant licensor. After full payment, the Client receives the usage rights expressly described in the proposal for the agreed purpose, territory, media and duration.

If the proposal does not specify the scope, the Client receives a non-exclusive right reasonably necessary for the agreed business purpose. Editable source files, working files, rejected concepts, design systems, tools, code libraries, methods and know-how are not transferred unless expressly included.

Moral rights and mandatory statutory rights remain unaffected.

10Third-party materials and open source

Fonts, stock assets, music, software, plugins, platforms, open-source components and other third-party materials remain subject to their own licence terms. The Client is responsible for ongoing licence, hosting or subscription charges identified in the proposal.

The Agency does not warrant that a third-party service will remain available or unchanged.

11AI-assisted work

Where agreed or reasonably appropriate, the Agency may use AI-assisted tools as part of its workflow with human direction and review. The Agency will not knowingly submit Client confidential information to a public AI service contrary to agreed confidentiality obligations.

AI-assisted outputs may not be exclusive, registrable or free from similarity to third-party material. The Agency will perform the level of review included in scope; specialised trademark, patent or legal clearance requires separate professional review.

12Websites, software, hosting and maintenance

Unless expressly included, delivery does not include ongoing hosting, maintenance, security monitoring, backups, compatibility updates, content entry, support service levels or third-party subscriptions.

The Client is responsible for timely renewal of domains, hosting, certificates, licences and accounts transferred to it. Production launch may depend on acceptance, full payment and receipt of required credentials.

13Advertising, SEO and platform services

Advertising, social media, SEO and platform results depend on budgets, competition, algorithms, market conditions and third-party policies. The Agency does not guarantee rankings, reach, approval by a platform, sales or a specific return unless an express written guarantee forms part of the proposal.

Media spend is separate from Agency fees unless stated otherwise. The Client remains responsible for the legality and substantiation of product, pricing and advertising claims.

14Subcontractors and personnel

The Agency may use qualified employees, group companies and subcontractors while remaining responsible for the contracted service. Named personnel may be replaced by comparably qualified personnel where reasonably necessary.

15Confidentiality and data protection

Each party must protect non-public commercial, technical and personal information and use it only for the contract. Statutory disclosure duties remain unaffected.

Each party acts as an independent controller for its own business administration. Where the Agency processes personal data solely on the Client's instructions, the parties will conclude a data-processing agreement before that processing begins.

16Portfolio and references

After public launch, the Agency may identify the Client and display the publicly available deliverables in its portfolio, awards, credentials and social channels, unless confidentiality applies or the Client objects in writing for a legitimate reason. Non-public results or confidential information will not be disclosed without permission.

17Warranty

The statutory B2B warranty rules apply. The Client must first allow the Agency a reasonable opportunity to remedy a reproducible defect. A defect does not include a subjective preference, an approved design choice, a third-party platform change or a result outside the agreed specification.

18Liability

The Agency is liable without limitation for intent, gross negligence, personal injury and liability that cannot lawfully be excluded. For slight negligence, liability is limited to breach of a material contractual duty and to the typical, foreseeable direct loss.

To the extent permitted by mandatory law, liability for indirect loss, lost profit, loss of opportunity or loss caused by Client materials, unauthorised changes, third-party outages or failure to maintain backups is excluded. Any agreed project-specific liability cap takes precedence.

19Suspension and termination

Either party may terminate for material breach if the breach is not remedied within a reasonable written cure period, unless immediate termination is justified. The Agency may suspend work for overdue payment, missing cooperation, unlawful instructions or security risk.

On termination, the Client must pay for work performed, approved commitments, non-cancellable third-party costs and orderly handover. Usage rights arise only to the extent the relevant deliverables are paid in full.

20Force majeure

Neither party is responsible for delay caused by events outside its reasonable control, including major network or platform failures, natural events, war, official measures, labour disputes or widespread supply disruption. The affected party must notify the other and mitigate reasonably.

21Law, jurisdiction and language

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For contracts with entrepreneurs, the competent court in Vienna has exclusive jurisdiction, subject to mandatory law.

German is the controlling language of these terms. The English version is provided for convenience; if versions differ, the German version prevails.

22Final provisions

Amendments and side agreements should be recorded in writing, including email, without limiting the priority of individually negotiated terms. If a provision is invalid, the remaining provisions remain effective and the statutory rule applies in its place.