General Terms and Conditions

1. Scope
1.1 These General Terms and Conditions (GTC) apply to all services of Cloudcompany GmbH (hereinafter referred to as “Cloudcompany”) with its registered offices at Hauptplatz 3, 2460 Bruck an der Leitha and Am See 1, 7111 Parndorf. Cloudcompany offers services in the areas of marketing, content production, event technology rental, online retail, and data protection consulting.

2. Validity and Conclusion of Contract
2.1 Cloudcompany provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between Cloudcompany and the client, even if they are not expressly referred to. The GTC are applicable exclusively to legal relationships with entrepreneurs, i.e., B2B.

2.2 The version valid at the time of the conclusion of the contract is authoritative in each case. Deviations from these as well as other supplementary agreements with the client are only effective if they are confirmed in writing by Cloudcompany.

2.3 Any terms and conditions of the client are not accepted, even if known, unless otherwise expressly agreed in writing in an individual case. Cloudcompany expressly objects to the client's GTC. No further objection to the client's GTC by Cloudcompany is required.

2.4 Changes to the GTC will be notified to the client and are considered agreed if the client does not object to the changed GTC in writing within 14 days; the client will be expressly informed in the notification about the significance of silence and the specifically changed clauses. This fiction of consent does not apply to the modification of essential service contents and remuneration.

2.5 Should individual provisions of these General Terms and Conditions be invalid, this does not affect the binding nature of the remaining provisions and the contracts concluded on their basis. The invalid provision is to be replaced by a valid one that comes closest to the meaning and purpose.

2.6 The agency's offers are subject to change and non-binding.

2.7 A contract is concluded by written confirmation of the order, commencement of work by Cloudcompany, oral order placement, or step-by-step performance such as the use of preliminary work already provided. A down payment also leads to the conclusion of the contract.

2.8 If it is foreseeable that the actual costs will exceed those estimated in writing by the agency by more than 20%, Cloudcompany will point out the higher costs to the client. The cost overrun is considered approved by the client if the client does not object in writing within three working days after this notification and simultaneously announces more cost-effective alternatives. In the case of a cost overrun of up to 20%, a separate notification is not required. This exceeding of the cost estimate is deemed approved by the client from the outset.

3. Scope of Services, Order Processing, and Client Obligations to Cooperate
3.1 The scope of the services to be provided is determined by the service description in the contract or the offer by Cloudcompany. Subsequent changes to the scope of services require written confirmation by Cloudcompany. Within the framework defined by the client, Cloudcompany has freedom of design in the execution of the order.

3.2 The client will provide Cloudcompany with all information and documents required for the provision of the service in a timely and complete manner. They will inform them of all circumstances that are of importance for the execution of the order, even if these only become known during the execution of the order. The client bears the costs incurred due to work having to be repeated or delayed by Cloudcompany as a result of their incorrect, incomplete, or subsequently changed information.

3.3 The client is further obligated to check the documents provided for the execution of the order (photos, logos, etc.) for any copyright, trademark, identification rights, or other rights of third parties (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the event of only slight negligence or after fulfilling its duty to warn, Cloudcompany is not liable—in any case in the internal relationship with the client—for an infringement of such third-party rights by provided documents. If Cloudcompany is held liable by a third party for such a rights infringement, the client shall indemnify and hold Cloudcompany harmless; they must compensate them for all disadvantages arising from a third-party claim, in particular the costs of appropriate legal representation. The client undertakes to support Cloudcompany in defending against any third-party claims. For this purpose, the client shall provide Cloudcompany with all documents unsolicited.

4. Third-Party Services / Commissioning of Third Parties
4.1 Cloudcompany is entitled, at its own discretion, to execute the service itself, to use qualified third parties as vicarious agents for the provision of services under the contract, and/or to substitute such services (“Third-Party Service”).

4.2 The commissioning of third parties within the framework of a third-party service takes place either in one's own name or in the name of the client, the latter after prior information to the client. Cloudcompany will carefully select these third parties and ensure that they have the necessary professional qualifications.

4.3 The client must enter into obligations towards third parties that have been made known to the client and that extend beyond the duration of the contract. This expressly also applies in the event of termination of the contract for good cause.

5. Deadlines
5.1 Stated delivery or performance periods are to be considered approximate and non-binding unless expressly agreed as binding. Binding schedule agreements must be recorded in writing or confirmed in writing by Cloudcompany.

5.2 If Cloudcompany's delivery/service is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be averted with reasonable means, the performance obligations are suspended for the duration and scope of the hindrance and the deadlines are extended accordingly. If such delays last longer than two months, the client and Cloudcompany are entitled to withdraw from the contract.

5.3 If Cloudcompany is in default, the client can only withdraw from the contract after having set Cloudcompany a reasonable grace period of at least 14 days in writing and this has expired fruitlessly. Claims for damages by the client due to non-performance or delay are excluded, except in the case of proven intent or gross negligence.

6. Early Termination
6.1 Cloudcompany is entitled to terminate the contract for important reasons with immediate effect. An important reason exists in particular if

6.2 the execution of the service becomes impossible for reasons for which the client is responsible or is further delayed despite the setting of a grace period of 14 days;

6.3 the client continues to violate essential obligations of this contract, such as the payment of an amount due or cooperation obligations, despite a written warning with a grace period of 14 days.

6.4 there are justified concerns regarding the client's creditworthiness and the client, upon request by Cloudcompany, neither makes advance payments nor provides suitable security before Cloudcompany's performance;

6.5 The client is entitled to terminate the contract for good cause without setting a grace period. Good cause exists in particular if Cloudcompany continues to violate essential provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of contract.

7. Payment Terms
7.1 Unless otherwise agreed, 50% of the agreed fee is payable in advance and 50% upon project completion.

7.2 Third-party costs such as advertising budgets, licenses, and production costs are always to be paid in advance.

7.3 The payment term is 14 days after due date. No cash discount is granted. In case of late payment, a friendly reminder will be sent first. After another 14 days, a first formal notice will be sent with the threat of dunning fees. After another 7 days, a second formal notice will be sent with dunning fees amounting to 30€ and the threat of default interest. From the due date, default interest of 10% p.a. will be charged.

7.4 In the event of the client's default in payment, Cloudcompany can declare all services and partial services provided under other contracts concluded with the client to be immediately due.

7.5 Furthermore, Cloudcompany is not obliged to provide further services until the outstanding amount has been paid (right of retention). The obligation to pay the fee remains unaffected.

7.6 Created works and services remain the property of Cloudcompany until full payment.

7.7 Services provided by subcontractors on behalf of Cloudcompany GmbH also remain the property of Cloudcompany GmbH.

8. Hourly Rates and Travel Expenses
8.1 The hourly rates for manual activities such as graphic design, web design, technicians, video and photography are, unless otherwise agreed, €105 net.

8.2 For consulting activities, an hourly rate of 150€ net applies.

8.3 Additionally, travel expenses amounting to 0.50€ per kilometer and 50% of the net hourly rate per person per hour are charged.

9. Electronic Invoicing
9.1 Cloudcompany is entitled to transmit invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by Cloudcompany.

10. Property Rights and Copyright
10.1 All services of Cloudcompany, including those from presentations (e.g., suggestions, ideas, sketches, preliminary drafts, scribbles, final artworks, concepts, negatives, slides), including individual parts thereof, as well as individual workpieces and original drafts, remain the property of Cloudcompany and can be reclaimed by Cloudcompany at any time – especially upon termination of the contractual relationship. By paying the fee, the client acquires the right of use for the agreed purpose. In the absence of an agreement to the contrary, the client may use the services of Cloudcompany exclusively in Austria. The acquisition of rights of use and exploitation of services from Cloudcompany requires in any case the full payment of the fees invoiced by Cloudcompany for this purpose. If the client uses the services of Cloudcompany before this point in time, such use is based on a loan relationship that can be revoked at any time.

10.2 Changes or modifications to Cloudcompany's services, such as in particular their further development by the client or by third parties working for them, are only permissible with the express consent of Cloudcompany and—insofar as the services are protected by copyright—the author. The handover of all so-called "open files" is therefore expressly not part of the contract. Cloudcompany is not obliged to hand them over. This means that without contractual assignment of the usage rights also for "electronic work," the client has no legal claim to them.

10.3 For the use of Cloudcompany's services that goes beyond the originally agreed purpose and scope of use, the consent of Cloudcompany is required – regardless of whether this service is protected by copyright. For this, Cloudcompany and the author are entitled to separate, reasonable remuneration.

10.4 For the use of Cloudcompany's services for which Cloudcompany has developed conceptual or design templates, the consent of Cloudcompany is also required after the expiry of the service contract, regardless of whether this service is protected by copyright or not.

10.5 For uses in accordance with Section 4, Cloudcompany is entitled to the full remuneration agreed in the expired contract in the 1st year after the end of the contract. In the 2nd and 3rd year after the expiry of the contract, it is only entitled to half and a quarter, respectively, of the remuneration agreed in the contract. From the 4th year after the end of the contract, no further remuneration is payable.

10.6 The customer is liable to Cloudcompany for any unauthorized use in the amount of double the reasonable fee for this use.

11. Marking
Cloudcompany is entitled to refer to Cloudcompany and possibly to the author on all advertising materials and in all advertising measures, without the client being entitled to any compensation for this.
Subject to the client's written revocation, which is possible at any time, Cloudcompany is entitled to refer to the existing or former business relationship with the client on its own advertising media and in particular on its website by using the client's name and company logo (reference notice).

12. Warranty
12.1 The client must report any defects immediately, in any case within eight days after delivery/service by Cloudcompany, and hidden defects within eight days after their discovery, in writing with a description of the defect; otherwise, any deviation of the service is considered approved. In this case, the assertion of warranty and damage claims as well as the right to challenge for error due to defects is excluded.

12.2 In the event of a justified and timely notice of defect, the customer has the right to rectification or replacement of the delivery/performance by Cloudcompany. Cloudcompany will remedy the defects within a reasonable period, with the customer enabling Cloudcompany to take all measures necessary for the investigation and rectification of defects. Cloudcompany is entitled to refuse to rectify the service if it is impossible or involves a disproportionately high effort for Cloudcompany. In this case, the customer is entitled to the statutory rights of rescission or price reduction. In the event of rectification, it is the customer's responsibility to carry out the transmission of the defective (tangible) item at their own expense.

12.3 It is also the customer's responsibility to check the performance for its legal admissibility, in particular with regard to competition, trademark, copyright, and administrative law. Cloudcompany is only obliged to perform a rough check of legal admissibility. Cloudcompany is not liable for the legal admissibility of content in the event of slight negligence or after fulfilling any duty to warn the customer, provided that this content was specified or approved by the customer.

12.4 The warranty period is six months from delivery/performance. The customer is not entitled to withhold payments due to defects. The presumption rule of Section 924 of the Austrian Civil Code (ABGB) is excluded.

13. Liability & Product Liability
13.1 In cases of slight negligence, liability of Cloudcompany and that of its employees, contractors, or other vicarious agents (“staff”) for property damage or financial loss of the client is excluded, regardless of whether it concerns direct or indirect damage, loss of profit, or consequential damage caused by a defect, damages due to delay, impossibility, positive breach of contract, culpa in contrahendo, or due to defective or incomplete performance. The injured party must prove the existence of gross negligence. Insofar as the liability of Cloudcompany is excluded or limited, this also applies to the personal liability of its “staff”.

13.2 Any liability of Cloudcompany for claims asserted against the customer on the basis of the services provided by Cloudcompany (e.g., advertising measure) is expressly excluded if Cloudcompany has fulfilled its duty to inform or if such was not recognizable to it, whereby slight negligence does not constitute liability. In particular, Cloudcompany is not liable for legal costs, the customer's own legal fees, or costs of publishing judgments, nor for any claims for damages or other claims of third parties; the customer must indemnify and hold Cloudcompany harmless in this regard.

13.3 Claims for damages by the customer lapse within six months of becoming aware of the damage; in any case, however, after three years from the injurious act of Cloudcompany. Claims for damages are limited in amount to the net order value.

13.4 Cloudcompany is not liable for errors on the part of the customer due to incorrect use, failure to meet deadlines, or other misconduct.

13.5 The customer is liable for damages caused by improper use of equipment, technology, hardware, licenses, and software and must provide full compensation for damages.

13.6 For all orders and productions that take place on public or private land owned by third parties, the customer is liable for compliance with all legal requirements and regulations.

14. Long-Term Agreements
14.1 Long-term periodic marketing support agreements (Marketing Flatrate) are always to be paid at the beginning of the upcoming period; these agreements have a notice period of 6 months.

14.2 The notice period for software subscriptions such as Pulseway is one month before the periodic billing period and is thereafter extended by another year.

14.3 The notice period for periodic consulting services and the assumption of the role of Data Protection Officer is three months.

15. Supplementary Provisions for Event Technology
15.1 The following cancellation conditions apply in the event technology sector:

15.2 Cancellation up to 10 working days before the event: 50% of the agreed fee

15.3 Cancellation up to 5 working days before the event: 75% of the agreed fee

15.4 Cancellation within 5 working days before the event or in the event of complete provision of the technical setup: 100% of the agreed fee

15.5 The customer undertakes to always treat rented systems or parts of systems with care and to provide appropriate protection against external influences or weather conditions. Assembly, operating, and maintenance instructions as well as corresponding instructions from Cloudcompany employees must be followed without restriction. Damage or malfunctions must be reported in writing immediately. In this case, neither the customer nor third parties may attempt to repair rented systems; any repair work must be carried out exclusively by Cloudcompany or persons authorized by it. The costs for such necessary maintenance and repair work must be reimbursed by the customer. The customer is liable for all damages to rented systems caused by them or within their sphere of risk, in particular for excessive wear and tear, negligent handling, failure to follow assembly, operating, maintenance, or similar instructions, damage due to weather, vandalism, and fire as well as theft.

15.6 The sub-letting as well as any kind of modification of the equipment by the customer is not permitted without the express permission of Cloudcompany.

15.7 Items destroyed or lost by the customer will be invoiced to them at the replacement price.

16. Applicable Law and Place of Jurisdiction
16.1 Austrian law applies to these General Terms and Conditions as well as all contracts between Cloudcompany GmbH and its clients.

16.2 The place of performance for all obligations arising from the contract is the respective registered office of Cloudcompany GmbH.

16.3 The competent court in Austria is agreed upon as the place of jurisdiction for all disputes arising from or in connection with the contract.

17. Amendments and Additions
17.1 Amendments and additions to these General Terms and Conditions must be in writing. There are no verbal collateral agreements.

18. Data Protection
18.1 Cloudcompany processes personal data for business purposes. It undertakes to comply with the applicable data protection regulations. Further information on data processing can be found in Cloudcompany's privacy policy.

19. Miscellaneous Provisions
19.1 Should individual provisions of these GTC be or become 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 economic purpose of the invalid provision.

19.2 We reserve the right to adjust our prices and fees annually to compensate for any effects of inflation.

19.3 These General Terms and Conditions (Version 1.2.) come into force on Jan 22, 2026, and replace all previous agreements and arrangements between Cloudcompany and its customers.