Terms of Service (ToS)
of
ANIMAL Design OG
Maria-Stromberger-Gasse 16
8020 Graz, Österreich)
Last updated: April 1, 2025
1. Scope and Conclusion of Contract
1.1 ANIMAL Design OG (hereinafter referred to as “Agency”) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the client, even if not explicitly referenced. The GTC apply exclusively to legal relationships with businesses (B2B).
1.2 The version valid at the time of contract conclusion shall be applicable. Deviations from these GTC and any other supplementary agreements with the client shall only be valid if confirmed in writing by the Agency.
1.3 Any terms and conditions of the client will not be accepted, even if known, unless explicitly agreed otherwise in writing on a case-by-case basis. The Agency explicitly objects to any terms and conditions of the client. No further objection to such terms is required by the Agency.
1.4 Changes to these GTC will be communicated to the client and shall be deemed accepted unless the client objects in writing within 14 days. The notification will expressly indicate the significance of silence and highlight the amended clauses. This deemed consent does not apply to changes in essential performance elements or remuneration.
1.5 If any provision of these GTC is or becomes invalid, the validity of the remaining provisions and of the contracts based on them shall not be affected. The invalid provision shall be replaced with a valid one that most closely reflects the original intent.
1.6 All offers by the Agency are non-binding and subject to change.
2. Social Media Channels
The Agency expressly informs the client, prior to contract award, that social media providers (e.g., Facebook – hereinafter: “Providers”) reserve the right under their terms to reject or remove advertisements or profiles for any reason. Providers are under no obligation to distribute content or information to users. As such, there is an uncontrollable risk that advertisements or appearances may be removed without cause. In case of user complaints, the Providers may offer the opportunity to respond, but content is often removed immediately. Restoring the original state may take time. The Agency operates based on the Providers’ terms and incorporates them into the client contract. The client explicitly acknowledges that these terms form part of the contractual relationship. The Agency commits to executing client projects with care and in accordance with platform guidelines, but due to Provider policies and the ease with which content can be reported, it cannot guarantee continuous availability of campaign materials.
3. Concept and Idea Protection
If a potential client invites the Agency to develop a concept prior to signing a main contract, the following applies:
3.1 The invitation and its acceptance form a pre-contractual relationship (“Pitching Agreement”), governed by these GTC.
3.2 The client acknowledges that the Agency undertakes substantial work in concept development before any formal obligations arise.
3.3 The concept’s linguistic and visual elements are protected under copyright law if they meet the required threshold. Use or modification of these elements without permission is prohibited.
3.4 The concept may also include advertising ideas that do not reach the level of copyright protection but are crucial to marketing strategy. These distinctive elements are protected and may include slogans, texts, visuals, and promotional formats.
3.5 The client agrees not to use or exploit these ideas outside of a subsequent main contract.
3.6 If the client believes that presented ideas were already independently developed, they must provide evidence of this within 14 days of presentation.
3.7 Otherwise, both parties assume the ideas are new. If used, the Agency is entitled to recognition and compensation.
3.8 The client may release themselves from this obligation by paying a reasonable fee, plus 20% VAT, with effectiveness only upon full payment.
4. Scope of Services, Project Execution and Client Cooperation
4.1 The scope of the services to be provided is defined in the service description within the offer, agency agreement, or order confirmation, as well as any briefing documentation (“Offer Documents”). Any changes to the agreed scope must be confirmed in writing by the Agency. Within the framework set by the client, the Agency has creative freedom in fulfilling the assignment.
4.2 All deliverables by the Agency (including drafts, sketches, final artwork, mockups, blueprints, copies, proofs, and digital files) must be reviewed by the client and approved within three business days of receipt. If the client does not respond within this timeframe, the deliverables shall be deemed approved.
4.3 The client agrees to provide the Agency in a timely and complete manner with all information and documents required for the performance of the services. The client must also inform the Agency of all circumstances relevant to the execution of the assignment, even if they become known only during the project. The client shall bear any additional costs resulting from delays or rework caused by incomplete, incorrect, or altered information.
4.4 The client further undertakes to review any materials provided (e.g., photos, logos) for potential copyright, trademark, or other third-party rights (“rights clearance”) and guarantees their legal usability. The Agency accepts no liability for rights violations unless it has negligently failed to warn the client. Should a third party assert claims against the Agency due to such violations, the client shall indemnify and hold the Agency harmless, including covering legal costs. The client agrees to support the Agency in defending against such claims and provide all necessary documentation without request.
5. "BarriWeb" Service, Recommendations, and Re-Check
5.1 If the client commissions the Agency to assess a website’s accessibility under the “BarriWeb” service, the scope is limited to evaluation according to the Web Content Accessibility Guidelines (WCAG), unless otherwise agreed in the offer. WCAG are internationally recognized standards for accessible web design.
5.2 Upon completion, the client receives a summary of findings and recommendations for improving accessibility based on the WCAG. Implementation of these recommendations is the client’s responsibility and not part of the Agency’s service.
5.3 After implementing the recommendations, the client may request a re-evaluation (“Re-Check”) by the Agency. This re-check determines whether and to what extent the accessibility improvements were implemented.
5.4 The Agency does not provide legal advice in connection with accessibility evaluations, particularly not regarding the Austrian Accessibility Act (Barrierefreiheitsgesetz – BaFG). The accessibility of any products or services offered on the website is not assessed.
5.5 The Agency does not guarantee full accessibility of the website, even if all recommendations are implemented and a re-check is completed.
6. Third-Party Services / Commissioning of Subcontractors
6.1 The Agency may, at its sole discretion, perform services itself or engage qualified third parties as subcontractors or agents ("Third-Party Services").
6.2 These third-party services may be commissioned in the name of the Agency or, upon informing the client, in the name of the client. The Agency ensures that any third party engaged is professionally qualified.
6.3 The client must assume responsibility for obligations toward third parties named by the Agency that extend beyond the contract term. This also applies in the event of termination of the agency agreement for cause.
7. Deadlines
7.1 Stated delivery or performance deadlines are, unless explicitly agreed as binding, only approximate and non-binding. Binding appointments must be recorded in writing or confirmed in writing by the Agency.
7.2 If delivery/performance by the Agency is delayed for reasons beyond its control, such as force majeure or other unforeseeable events that cannot be avoided with reasonable means, the Agency's performance obligations shall be suspended for the duration and extent of the impediment and the deadlines extended accordingly. If such delays last longer than two months, both the Client and the Agency are entitled to withdraw from the contract.
7.3 If the Agency is in default, the Client may withdraw from the contract only after having granted the Agency a reasonable grace period of at least 14 days in writing, which expires without result. Claims for damages due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.
8. Premature Termination
8.1 The Agency is entitled to terminate the contract with immediate effect for important reasons. An important reason exists, in particular, if
a) performance becomes impossible for reasons attributable to the Client or is delayed further despite a 14-day grace period;
b) the Client persistently breaches essential contractual obligations (e.g., payment of due amounts or cooperation duties), despite written warning and a 14-day grace period;
c) justified concerns arise regarding the Client’s creditworthiness, and the Client fails to provide advance payments or adequate security prior to performance by the Agency upon request.
8.2 The Client is entitled to terminate the contract without a grace period for important reasons. An important reason exists in particular if the Agency persistently violates essential provisions of this contract despite a written warning and a reasonable grace period of at least 14 days to remedy the breach.
9. Remuneration
9.1 Unless otherwise agreed, the Agency’s entitlement to remuneration arises for each individual service as soon as it is rendered. The Agency is entitled to request advance payments to cover its expenses. For long-term projects, the Agency may issue interim or advance invoices or request installment payments.
9.2 The remuneration is stated as net plus applicable statutory VAT. In the absence of a specific agreement, the Agency is entitled to appropriate market-rate remuneration for services rendered and for the granting of copyright and trademark usage rights.
9.3 All services not expressly covered by the agreed fee shall be charged separately. All cash expenses incurred by the Agency shall be reimbursed by the Client.
9.4 Cost estimates by the Agency are non-binding. If it becomes apparent that actual costs will exceed the estimated amount by more than 15%, the Agency shall notify the Client. The overrun is deemed accepted unless the Client objects in writing within three working days and proposes less expensive alternatives. No separate notice is required for overruns of up to 15%, which are deemed accepted in advance.
9.5 If the Client changes or cancels commissioned work without involving the Agency, the Client shall compensate the Agency for services rendered to date as per the fee agreement and reimburse all costs incurred. Unless the cancellation is due to gross negligence or willful misconduct by the Agency, the Client shall also pay the entire agreed fee, excluding any deduction under § 1168 of the Austrian Civil Code. The Client must also indemnify and hold the Agency harmless from any third-party claims, especially from contractors. Payment does not entitle the Client to usage rights; unused concepts and materials must be returned to the Agency immediately.
10. Payment and Retention of Title
10.1 The remuneration is due immediately upon receipt of invoice and without deductions, unless otherwise agreed in writing. This also applies to reimbursable cash expenses. Delivered goods remain the property of the Agency until full payment, including all ancillary charges.
10.2 In case of late payment, statutory default interest for commercial transactions applies. The Client agrees to reimburse necessary reminder and collection costs, including at least €20 per reminder and legal fees for collection efforts. Further claims remain unaffected.
10.3 In case of payment delay, the Agency may declare all services under other contracts with the Client immediately due.
10.4 The Agency may withhold further services until outstanding payments are settled. The Client's payment obligation remains unaffected.
10.5 If installment payments were agreed and a payment is late, the Agency may demand immediate payment of the entire outstanding balance (loss of term benefit).
10.6 The Client may not offset claims against the Agency's claims unless such claims are acknowledged by the Agency in writing or legally established.
11. Ownership and Copyright
11.1 All services provided by the Agency, including those from presentations (e.g., ideas, sketches, drafts, concepts), remain the Agency’s property. The Client only acquires usage rights for the agreed purpose upon full payment. Absent other agreements, usage is limited to Austria. Any broader usage requires separate agreement and full payment. Prior use constitutes a revocable loan.
11.2 Modifications or further developments of Agency works by the Client or third parties require the Agency's express consent and, if applicable, the author’s. The delivery of open files is not part of the contract; the Client has no legal claim without a specific assignment of rights.
11.3 Any use beyond the agreed scope requires the Agency’s prior approval, and the Agency and the author are entitled to additional reasonable compensation.
11.4 Use of Agency services or advertising materials designed by the Agency after contract termination also requires consent.
11.5 For such post-contract usage, the Agency is entitled to the full agreed fee in year 1, half in year 2, and one-quarter in year 3. From year 4 onward, no fee is due.
11.6 The Client is liable for unauthorized use and must pay double the appropriate fee.
12. Attribution
12.1 The Agency may refer to itself and, if applicable, the author on all advertising materials and campaigns without additional compensation to the Client.
12.2 Unless revoked in writing by the Client, the Agency may list the Client's name and logo on its own marketing materials and website as a reference.
13. Warranty
13.1 The Client must report any defects in writing, specifying the issue, within eight days of delivery/performance, or of discovery for hidden defects. Otherwise, the service is deemed accepted and warranty or damage claims are excluded.
13.2 For valid and timely defect notifications, the Client is entitled to rectification or replacement. The Client must enable all necessary inspections and remedial actions. If rectification is impossible or unreasonable, the Client may request price reduction or contract cancellation. For rectification, the Client bears the return shipping costs.
13.3 The Client is responsible for verifying legal compliance of the service (e.g., competition, trademark, copyright, administrative law). The Agency is only obligated to a general legal review. The Agency is not liable for legal compliance if the content was approved or provided by the Client, unless gross negligence or a warning obligation was breached.
13.4 The warranty period is six months. The Client may not withhold payment due to complaints. The presumption of defect under § 924 AGBG does not apply.
14. Liability and Product Liability
14.1 The Agency and its employees or agents are not liable for property or financial damages caused by slight negligence, including direct or indirect damages, lost profits, or consequential damages. Gross negligence must be proven by the injured party. This applies also to personal liability.
14.2 The Agency is not liable for third-party claims (e.g., from advertising measures) against the Client if it fulfilled its duty to inform or such duty was not recognizable. In particular, the Agency is not liable for legal or publication costs or third-party damage claims. The Client shall indemnify and hold the Agency harmless.
14.3 Damage claims must be asserted within six months of knowledge, or three years after the damaging act. Claims are limited to the net contract value.
15. Applicable Law
The contract and all mutual rights and obligations are subject to Austrian substantive law, excluding its conflict-of-law rules and the UN Sales Convention.
16. Place of Performance and Jurisdiction
16.1 Place of performance is the Agency’s registered office. Risk passes to the Client once the goods are handed to the shipping provider.
16.2 The competent court at the Agency's registered office has jurisdiction for all disputes arising from this contract. The Agency may also sue the Client at the Client’s general place of jurisdiction.
16.3 Gender-specific terms used herein refer equally to all genders. When referring to specific individuals, the appropriate gendered form must be used.