Terms & Conditions

Applicability / conclusion of contract

Billpal e.U. (Roman Leeb) (hereinafter "Agency") shall provide its services – in particular advertising and marketing services as well as services in automatic data processing and information technology (e.g. data collection and enrichment, automation, AI agents, and the development of custom software, applications and tools) – exclusively on the basis of the following General Terms and Conditions (GTC). They shall apply to all legal relationships between the Agency and the Customer, even if they are not expressly referred to. The GTC shall exclusively apply to legal transactions with entrepreneurs, i.e. B2B transactions.

The version applicable at the time of conclusion of a contract shall be relevant. Deviations from these GTC and other supplementary agreements with the Customer shall only be effective if they have been confirmed by the Agency in writing.

Terms and conditions of the Customer, if any, shall not be accepted, even if the Agency knows them, unless expressly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to GTC of the Customer. No other objection of the Agency to the Customer's GTC shall be required.

The Customer shall be informed about amendments to the GTC; they shall be deemed agreed unless the Customer objects to the amended GTC in writing within 14 days; in the information the Customer will be expressly informed about the consequence of silence on his part.

If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one.

The Agency's offers shall be subject to change without notice and non-binding.

Scope of services / order processing / customer's duties to co-operate

The scope of the services to be rendered shall be based on the specifications of the Agency Agreement or the Agency's acknowledgment of order, if any, and the briefing report, if any ("Offer Documents"). Subsequent modifications of the services shall be subject to the Agency's written confirmation. When executing the order the Agency shall be free in its discretion within the framework specified by the Customer.

All services of the Agency (including but not limited to all preliminary designs, sketches, final drawings, proofs, blueprints, copies, coloured prints and electronic files) shall be checked by the Customer and released within three working days of receipt by the Customer. If they are not released within that period, they shall be deemed approved by the Customer. After that period has expired with no reply from the Customer they shall be deemed accepted by the same.

The Customer shall make accessible to the Agency completely and in time all information and documents required for rendering the service. The Customer shall notify the Agency of all circumstances that are relevant to execution of the order, even if they become known only in the course of execution of the order. The Customer shall bear the costs incurred due to the fact that work has to be done again by the Agency or is delayed because of his incorrect, incomplete or subsequently modified specifications.

In addition, the Customer is obliged to clear the documents made available by him for execution of the order (photos, logos, etc.) for potential copyrights, trademark rights, marks or other rights of third parties (rights clearance) and guarantees that the documents are free from rights of third parties and may therefore be used for the desired purpose. In the case of merely slight negligence or if it has fulfilled its duty to warn the Customer, the Agency shall not be liable (at least as regards the relationship between the Agency and the Customer) for an infringement of such rights of third parties by documents made available by the Customer. If the Agency is held liable for an infringement of such rights, the Customer shall indemnify and hold harmless the Agency and shall compensate the Agency for any and all disadvantages suffered by it due to third-party claims, including costs of reasonable legal representation. The Customer undertakes to support the Agency in defending claims of third parties, if any. For this purpose the Customer shall provide the Agency with all documents without request.

External services / Commissioning of third parties

The Agency shall be entitled at its own discretion to render the services itself, to employ expert third parties as agents [Erfüllungsgehilfen as defined by Section 1313a of the Austrian General Civil Code [ABGB]] and/or to commission a third party to render such services ("External Service").

Commissioning of third parties in connection with an External Service shall be done either in the Agency's own name or in the name of the Customer. The Agency shall select the relevant third party with care and ensure that it is appropriately qualified.

The Customer shall assume obligations vis-à-vis third parties which survive the contract. This shall expressly apply also in the case of termination of the agency contract for cause.

Third-party services, subscriptions and open source

The Agency's services may rely on or incorporate third-party platforms, APIs, libraries and software-as-a-service offerings (e.g. CRM, automation, hosting, AI and data providers) as well as open-source components, each of which is subject to its own terms and licences. By placing the order the Customer acknowledges and accepts those terms and licences to the extent they affect the deliverable.

Unless expressly agreed otherwise, any subscription, usage, API or licence fees of such third parties shall be borne by the Customer and are not included in the Agency's fees. The Customer is responsible for maintaining the accounts and entitlements required to operate the deliverable.

The Agency has no influence on the availability, pricing, functionality or terms of third-party services and shall not be liable for their modification, degradation, price changes, suspension or discontinuation, or for any resulting impairment of a deliverable.

Data, scraping and lawful use

Where the Agency collects, crawls, scrapes, enriches or otherwise processes data on the Customer's instructions, the Customer is responsible for ensuring that the intended collection and use is lawful and permitted, including under applicable data protection law (in particular the GDPR), the terms of use of the sources concerned, and any applicable intellectual property or competition law.

The Customer warrants that it has a valid legal basis for processing any personal data contained in such datasets and for any subsequent use (e.g. outreach or marketing). The Agency acts only on the Customer's documented instructions in this respect.

The Customer shall indemnify and hold the Agency harmless from any third-party claims, authority proceedings, fines, losses and costs (including reasonable legal representation) arising from the use, content or lawfulness of data requested by or delivered to the Customer, unless caused by the Agency's gross negligence or wilful intent.

Software, automation and AI deliverables

The Agency provides software, automations and AI-based services with professional care but does not warrant that deliverables will be uninterrupted, error-free, or fit for a particular purpose beyond the specifications expressly agreed. The Customer is responsible for testing deliverables in its own environment before productive use.

Outputs generated by AI models or agents may be inaccurate, incomplete, biased or non-unique and are not guaranteed. The Customer shall review such outputs before relying on them and is solely responsible for decisions made and actions taken on their basis.

Unless a separate maintenance, support or service-level agreement has been concluded in writing, the Agency owes no ongoing maintenance, monitoring, hosting, updates or availability. The Agency is in particular not responsible for deliverables ceasing to function due to changes by third-party services or APIs after handover.

Deadlines

Unless expressly agreed to be binding, delivery or service periods stated shall only be approximate and non-binding. Binding agreements on deadlines shall be recorded in writing or confirmed by the Agency in writing.

If the delivery/service of the Agency is delayed for reasons for which the Agency is not responsible, such as, e.g. events of force majeure or other unforeseeable events that cannot be prevented by reasonable means, the service obligations shall be suspended for the duration and to the extent of the impediment and the deadlines shall be extended accordingly. If such delays continue for more than two months, the Customer and the Agency shall be entitled to rescind the contract.

If the Agency is in default, the Customer may only rescind the contract after having granted the Agency a reasonable grace period of at least 14 days in writing and after such period has expired fruitlessly. Claims of the Customer for damages on the ground of non-performance or default shall be excluded, unless intent or gross negligence can be proved.

Early termination

The Agency shall be entitled to terminate the contract for cause with immediate effect. Causes shall include but not be limited to situations where:

• provision of a service becomes impossible for reasons for which the Customer is responsible or is further delayed even though the Customer was granted a grace period of 14 days;
• the Customer continues to violate material obligations under this contract, such as, e.g. the obligation to pay an amount payment of which has been demanded or duties to co-operate, despite a written warning and having been granted a grace period of 14 days.
• legitimate concerns exist regarding the Customer's credit standing and, upon the Agency's request, the Customer fails to make advance payments or to furnish suitable security prior to provision of the service by the Agency;

Fees

Unless otherwise agreed the Agency's entitlement to fees shall arise for any specific service once the same has been rendered. The Agency shall be entitled to ask for advances to cover its expenses. From a contract volume involving a total budget of more than EUR 10,000 or contracts extending over a prolonged period of time, the Agency shall be entitled to render interim accounts or issue advance invoices or demand payments on account.

The fees shall be stated as net fees plus statutory value added tax. If in a specific case no agreement on fees has been concluded, the Agency shall be entitled to fees at market rates for the services rendered and for transfer of copyrights and marks.

All services of the Agency which are not expressly covered by the agreed fees shall be paid for separately. All cash expenses incurred by the Agency shall be reimbursed by the Customer.

Cost estimates provided by the Agency shall be non-binding. If it becomes clear that the actual costs will exceed the Agency's written cost estimate by more than 15 per cent, the Agency shall advise the Customer of such higher costs. The increase in costs shall be deemed accepted by the Customer if the Customer does not object to such increase in writing within three working days of the advice and states cheaper alternatives at the same time. Cost increases of up to 15 per cent shall not have to be advised separately. Such a deviation from the cost estimate shall be deemed accepted by the Customer from the beginning.

If the Customer unilaterally modifies or cancels work ordered without involving the Agency and notwithstanding other regular support from the same, the Customer shall pay the Agency for the services provided by then according to the agreement on fees and shall reimburse all costs incurred. Unless work is cancelled on the ground of a breach of the Agency's duties by gross negligence or wilful intent, the Customer shall, in addition, pay the Agency the total fee (commission) agreed for that contract, and the allowance [Anrechnungsvergütung] as defined in Section 1168 of the Austrian Civil Code [ABGB] shall be excluded. Furthermore, the Agency shall be indemnified and held harmless from and against any third-party claims, in particular of the Agency's contractors. By payment of the fees the Customer shall acquire no rights to use work already carried out; concepts, drafts and other documents which were not implemented shall rather be returned to the Agency without delay.

Payment / retention of title

The fee shall be due for payment immediately upon receipt of the invoice without any deductions, unless special payment terms are agreed in writing on a case-by-case basis. The same shall apply to all cash and other expenses charged. The Agency shall retain title to, and all rights in, its deliverables (including any goods delivered) until full payment of the fee including all ancillary liabilities.

In the case of payment default of the Customer statutory default interest at the rate applicable to business-to-business transactions will be charged. In the case of default the Customer also undertakes to reimburse the Agency the dunning and collection charges incurred to the extent they are necessary for appropriate pursuit of the claim. This shall in any case include the costs of two dunning letters at the market fee of currently at least EUR 20 per letter plus those of one dunning letter of a lawyer who has been instructed to collect the receivables outstanding. Assertion of further rights and claims shall remain unaffected.

If the Customer is in default of payment, the Agency may call for immediate payment of services or partial services rendered under different contracts concluded with the Customer.

Furthermore, the Agency is not obliged to render other services until payment of the amount outstanding (right to withhold services). The obligation to pay the fees shall not be affected.

If payment by instalments has been agreed, the Agency reserves the right to demand immediate payment of the total debt outstanding if instalments or ancillary claims are not paid in time (acceleration clause).

The Customer shall not be entitled to set off claims of the Agency against his own claims unless the Customer's claim has been recognised by the Agency in writing or ascertained by court.

Title and copyright

Until full payment of all fees and ancillary liabilities the Agency retains title to and all rights in its services and deliverables. If the Customer uses a deliverable prior to full payment, such use shall be based on a loan relationship that may be revoked at any time.

Upon full payment, for software, applications, tools, scripts, automations and the associated source code developed by the Agency specifically and individually for the Customer ("Custom Software"), the Agency transfers to the Customer all transferable exploitation and usage rights, for unlimited time, worldwide and exclusively. The Customer may freely use, modify, further develop and have third parties further develop such Custom Software. To the extent a full transfer is not legally possible, the Agency grants the Customer a perpetual, worldwide, exclusive and transferable licence to the same effect.

The transfer under the preceding paragraph does not extend to: (a) pre-existing materials, general know-how, methods, techniques and concepts of the Agency; (b) reusable components, libraries, frameworks, templates and tools of general application that the Agency uses or develops; and (c) third-party and open-source components, which remain subject to their respective licences. To the extent such elements are embedded in Custom Software, the Agency grants the Customer a non-exclusive, perpetual, worldwide right to use them as part of the deliverable, and the Agency remains free to reuse them for other clients.

For services other than Custom Software (e.g. advertising, creative or conceptual materials), the Agency retains title and copyright and, upon full payment, grants the Customer the right to use them for the agreed purpose, worldwide unless otherwise agreed. Use beyond the agreed purpose and scope shall be subject to the Agency's consent and a separate reasonable fee.

The Customer shall be liable to the Agency for any use of such non-transferred materials beyond the agreed scope in the amount of twice the reasonable fees for such use.

Identification marks

The Agency shall be entitled to make reference to its current or former business relationship with the Customer on its own media, including but not limited to its website, by referring to the Customer's business name and business logo, with the Customer having the right to revoke his consent in writing at any time.

Warranty

The Customer shall notify any defects immediately and in any case within eight days of delivery/provision of the service by the Agency and hidden defects not later than eight days after they were identified in writing including a description of the defect; otherwise the service shall be deemed accepted. In that case assertion of any warranty claims or claims for damages as well as the right to assert claims on account of mistake shall be excluded.

In the case of a justified and timely notification of defects the Customer shall be entitled to improvement or replacement of the delivery/service by the Agency. The Agency shall repair the defects within a reasonable period of time and the Customer shall enable the Agency to take all measures which are necessary for examination and repair of the defects. The Agency shall be entitled to refuse improvement of the service if such improvement is impossible or if the Agency were to incur disproportionately high costs. In that case the Customer shall be entitled to cancel the contract or get a fee reduction as provided for by law. In the case of improvement the Customer shall send the defective (physical) item at his cost.

The Customer shall also be obliged to examine the service for its lawfulness, including but not limited to competition law, trademark law, copyright law and administrative law. The Agency is obliged only to roughly examine lawfulness. In the case of slight negligence or after it has fulfilled its duty to warn the Customer, if any, the Agency shall not be liable for lawfulness of contents if they were advised or accepted by the Customer.

The warranty period shall be six months as of delivery/service. The right of recourse to the Agency as defined in Section 933 b (1) ABGB shall be forfeited one year after delivery/service. The Customer shall not be entitled to withhold payments on the ground of complaints. The presumption rule [Vermutungsregel] of Section 924 ABGB shall be excluded.

Liability and product liability

In cases of slight negligence liability of the Agency and its employees, contractors or other agents [translator's note: Erfüllungsgehilfen as defined by Section 1313a ABGB] ("People") for damage to property or pecuniary loss suffered by the Customer shall be excluded, be it indirect or direct damage, lost profit or consequential damage resulting from a defect, damage due to default, impossibility, breach of obligation, culpa in contrahendo or due to defective or incomplete performance. The harmed party shall have to prove gross negligence. To the extent that the Agency's liability is excluded or limited this shall also apply to personal liability of its People.

Any liability of the Agency for claims asserted vis-à-vis the Customer on the ground of services rendered by the Agency (e.g. advertising and promotion measures) shall be expressly excluded, provided that the Agency complied with its duty to inform or if it was unable to see such a duty, even due to slight negligence. The Agency shall, in particular, not be liable for costs of legal proceedings, lawyer's fees of the Customer or costs of publication of judgments or for claims for damages, if any, or other claims of third parties; the Customer shall indemnify and hold harmless the Agency in this respect.

Claims of the Customer for damages shall be forfeited six months after knowledge of the damage and in any case three years after the Agency's infringement. Claims for damages shall be limited to the net contract value.

Confidentiality, indemnification, and data processing

Confidentiality: Both parties agree to keep all confidential information received from the other party strictly confidential and not disclose it to third parties. Confidential information includes but is not limited to financial data and sales & marketing data.

Indemnification: The Customer shall indemnify and hold the Agency harmless from any claims, losses, damages, liabilities, and expenses, including reasonable attorney's fees, arising from: breach of this agreement by the Customer or any third-party claims related to the services provided by the Agency, unless such claims result from the Agency's gross negligence or willful misconduct.

Data Processing and GDPR: The Agency may collect and process data on behalf of clients for specific projects. Once the data is handed over to the client, the Agency's responsibility for adhering to GDPR rules for that particular dataset ceases. The client assumes full responsibility for compliance with GDPR and related data protection regulations.

Data protection (visual emphasis according to court rulings)

The Customer agrees that his personal data, namely name, occupation, date of birth, Business Register Number, powers to represent the company, contact person, business address and other addresses of the Customer, phone number, fax number, e-mail address, bank details, credit card details, VAT number) may be collected, stored and processed electronically for the purpose of performance of the contract and support of the Customer and for the Agency's own advertising and promotion purposes, for example by sending him offers, advertising brochures or newsletters (in hard copy or electronic form) and for the purpose of making reference to the current of former business relationship with the Customer. The Customer agrees to be sent electronic mail for advertising purposes until further notice.

Such consent may be revoked in writing via e-mail, fax or letter to the contact details stated in the header of these GTC at any time.

Applicable law

The Agreement and all mutual rights and duties resulting therefrom as well as any claims between the Agency and the Customer shall be subject to Austrian substantive law, and its conflicts of laws rules and UN Sales Law shall be excluded.

Place of performance and place of jurisdiction

The place of performance shall be the registered office of the Agency. Where a deliverable is provided in electronic form, it shall be deemed delivered once the Agency makes it available to the Customer (e.g. by transfer, repository access or deployment). In the case that physical goods are shipped the risk shall pass to the Customer once the Agency has delivered the goods to the carrier chosen by it.

The agreed place of jurisdiction for all legal disputes arising between the Agency and Customer in connection with this contractual relationship shall be the court having jurisdiction over the subject-matter and the Agency's registered office. Notwithstanding the foregoing the Agency shall be entitled to sue the Customer at his general place of jurisdiction.

If only the masculine form is used herein for describing natural persons it shall equally refer to women and men. If a specific person is referred to, the respective gender-specific form shall be used.