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All transactions between the customer and TR3NDWORKS GmbH shall be governed exclusively by these „Uniform Terms and Conditions of Business“. Any terms and conditions of business of the customer to the contrary shall only be effective if expressly acknowledged by TR3NDWORKS GmbH in writing. Any agreements deviating from or supplementing these „Standard Terms and Conditions“ must be made in writing. Should individual provisions of these „Standard Terms and Conditions“ be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid provision.
2. Conclusion of contract
The offers made by TR3NDWORKS GmbH are subject to confirmation. The customer shall be bound by his order for two weeks from the date of receipt thereof by TR3NDWORKS GmbH. Orders placed by the customer shall not be deemed to have been accepted until TR3NDWORKS GmbH has confirmed the order in writing, unless TR3NDWORKS GmbH indicates that it accepts the order, for example by taking action on the basis of the order.
3. Services and fees
Unless otherwise agreed, TR3NDWORKS GmbH’s entitlement to fees for each individual service shall commence as soon as the service has been rendered. TR3NDWORKS GmbH shall be entitled to demand advance payments to cover its expenses. TR3NDWORKS GmbH shall receive a fee for the services rendered and the compensation for the rights of use in the amount of 15% of the advertising budget handled through it. All services not expressly covered by the agreed fee shall be remunerated separately. This applies in particular to all ancillary services provided by TR3NDWORKS GmbH. All cash expenses incurred by TR3NDWORKS GmbH that go beyond the normal course of business (e.g. for messenger services, extraordinary shipping costs or travel) shall be reimbursed by the customer. Cost estimates by TR3NDWORKS GmbH are generally non-binding. If it is foreseeable that the actual costs will exceed those estimated by TR3NDWORKS GmbH by more than 20%, TR3NDWORKS GmbH shall notify the customer of the higher costs. The cost overrun shall be deemed to have been approved by the customer if the customer does not object in writing within 3 days of such notification and at the same time discloses less expensive alternatives. TR3NDWORKS GmbH shall be entitled to appropriate remuneration for all work performed by TR3NDWORKS GmbH that is not carried out for whatever reason. Upon payment of this remuneration, the customer shall not acquire any rights to such work; rather, concepts, drafts and the like that have not been executed shall be returned to TR3NDWORKS GmbH without delay.
TR3NDWORKS GmbH shall be entitled to an appropriate fee for participation in presentations, which shall at least cover the entire personnel and material expenses of TR3NDWORKS GmbH for the presentation as well as the costs of all third-party services. If the agency does not receive an order after the presentation, all services rendered by TR3NDWORKS GmbH, in particular the presentation documents and their contents, shall remain the property of TR3NDWORKS GmbH; the customer shall not be entitled to use them further – in any form whatsoever; rather, the documents shall be returned to TR3NDWORKS GmbH without delay. If the ideas and concepts contributed in the course of a presentation for the solution of communication tasks are not used in advertising materials designed by TR3NDWORKS GmbH, TR3NDWORKS GmbH shall be entitled to use the ideas and concepts presented elsewhere. The transfer of presentation documents to third parties as well as their publication, duplication or other dissemination is not permitted without the express consent of TR3NDWORKS GmbH. All services rendered by TR3NDWORKS GmbH, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, shall remain the property of TR3NDWORKS GmbH, as shall the individual workpieces and design originals, and may be reclaimed by TR3NDWORKS GmbH at any time – in particular upon termination of the contract. By paying the fee, the customer acquires only the right of use (including reproduction) for the agreed purpose and to the agreed extent of use. Unless otherwise agreed with TR3NDWORKS GmbH, the customer may only use the agency’s services himself, exclusively in Austria, and only for the duration of the agency contract. Modifications of TR3NDWORKS GmbH services by the customer shall only be permitted with the express consent of TR3NDWORKS GmbH and – insofar as the services are protected by copyright – of the author. For the use of services provided by TR3NDWORKS GmbH that goes beyond the originally agreed purpose and scope of use, the consent of TR3NDWORKS GmbH is required, regardless of whether such service is protected by copyright. For this purpose, TR3NDWORKS GmbH and the author shall be entitled to a separate appropriate remuneration; appropriate shall be in principle the fee stipulated in the agency agreement, but at least in the amount of 7.5% of the remuneration paid by the customer to the third parties commissioned with the production, distribution or publication of the advertising material. The use of services provided by TR3NDWORKS GmbH or of advertising materials for which the agency has prepared conceptual or design templates after the agency agreement has expired shall also require the consent of TR3NDWORKS GmbH, regardless of whether such services are protected by copyright. In return, TR3NDWORKS GmbH shall be entitled to the full amount of the agency fee agreed upon in the expired contract, usually 15%, in the 1st year after the end of the contract. In the 2nd or 3rd year after expiry of the contract, only half or a quarter of the remuneration agreed in the contract. From the 4th year after the end of the contract no agency remuneration is payable.
TR3NDWORKS GmbH shall be entitled to refer to the agency and, if applicable, to the originator on all advertising materials and in all advertising measures, without the customer being entitled to any remuneration for this.
All services provided by TR3NDWORKS GmbH (in particular all preliminary drafts, sketches, final artwork, brush prints, blueprints and color prints) must be reviewed by the customer and approved within three days. If they are not released in time, they shall be deemed to have been approved by the customer. In particular, the customer shall have the legal admissibility of the agency services checked, especially with regard to competition and trademark law. TR3NDWORKS GmbH shall arrange for an external legal review only at the written request of the customer; the customer shall bear the associated costs.
TR3NDWORKS GmbH shall endeavor to meet the agreed deadlines. However, failure to meet the deadlines shall not entitle the customer to assert the rights to which he is entitled by law until he has granted the agency a grace period of at least 14 days. This period shall commence upon receipt of a reminder letter sent to TR3NDWORKS GmbH. An obligation to pay damages under the title of default shall only exist in the event of intent or gross negligence on the part of TR3NDWORKS GmbH. Unavoidable or unforeseeable events – in particular delays at contractors of TR3NDWORKS GmbH – shall in any case release the agency from compliance with the agreed delivery date.
Invoices from TR3NDWORKS GmbH are due within 7 days net without any deductions from the date of invoice, unless otherwise agreed. Delivered goods remain the property of TR3NDWORKS GmbH until full payment has been received. The customer may only offset undisputed or legally established claims or assert a right of retention.
The customer has no right to the transfer and/or use of the source code of the software.