General Terms and Conditions

1. Scope of application of the general terms and conditions 

1.1. For the business transactions of KOMMA99 OG, hereinafter referred to as "KOMMA99", these General Terms and Conditions shall apply exclusively. 

1.2. Regulations deviating from or supplementing these General Terms and Conditions - in particular general terms and conditions of business or purchase of the customer - shall only become part of the contract if expressly confirmed by KOMMA99 in writing.

2. Object of the company

2.1. KOMMA99 provides services for its customers in the field of online marketing. These include in particular
● the creation of web pages
● the optimization of websites for search engines
● the creation and maintenance of online stores
● the creation and implementation of individual consulting concepts
● Search engine advertising

2.2. Services of KOMMA99 are exclusively directed to entrepreneurs (B2B).

3. Conclusion of contract

3.1. Offers made by KOMMA99 are subject to confirmation, unless they are expressly designated as binding.

3.2. Contracts may be concluded both in the presence of both parties and by means of distance selling.

3.3. The customer's order is considered accepted upon acceptance (signature) by KOMMA99, whereby a contract is concluded. 

4. Services/object of the contract

4.1. The scope of contractual services of KOMMA99 is defined in the offer.

4.2. An agreement on subsequent changes of services and additional services is possible at the request of the customer, provided that this is confirmed in writing by KOMMA99.

4.3. Unless otherwise agreed, the contractual language shall be German.

4.4. The costs of services of other companies which become necessary within the scope of KOMMA99's service provision (e.g. software, hardware, programs, advertising contracts, partnerships etc.) and which have been commissioned by the customer shall be borne separately by the customer.

4.5 In the case of web development, KOMMA99 is authorized to access the web environment even after completion of the project. Changes and adjustments can only be made in consultation with and after approval by the customer.

5. Contract duration

5.1. Contractual services may consist of both target obligations (fees, lump sums, etc.) and continuing obligations (monthly support services, maintenance costs).

5.2. The respective contractual obligation and its type and duration are to be taken from the offer.

5.3. Unless concluded for an indefinite period of time (e.g. in the case of monthly support services), the contractual relationship shall end upon provision of the agreed consulting services (completion of the project).

6. Delivery/performance dates

6.1. The agreed dates and deadlines for the provision of services by KOMMA99 shall be observed as far as possible. They are, if not expressly agreed as binding, non-binding and are always understood as the expected time of provision and handover to the customer.

6.2 Withdrawal from the contract by the customer due to delayed delivery is only possible after setting a reasonable - at least two-week - grace period. The withdrawal must be asserted by registered letter. The right of withdrawal shall only apply to the part of the delivery or service in respect of which there is a delay.

6.3. In case of default of payment the customer is obliged to pay KOMMA99 default interest in the amount of 10% p.a..

6.4. In addition to interest on arrears, KOMMA99 may also claim compensation for other damages for which the customer is responsible, in particular the necessary costs of appropriate extrajudicial debt collection or recovery measures.

7. Charge

7.1. The contractual fee and the payment terms can be found in the offer.

7.2. Unless otherwise agreed, payments to KOMMA99 are due without deduction upon receipt of the invoice.

8. Obligations of the customer

8.1. The customer is obliged to support KOMMA99 as best as possible in the provision of services. The customer shall provide all required information in full and shall make employees familiar with programs and workflows available for necessary discussions.

8.2. The customer shall provide KOMMA99 or third parties commissioned by KOMMA99 with the access to systems required for the execution of the order, as well as rooms, workstations, computer times (incl. operating and system support), test data, communication facilities and other technical aids, documents and/or information to a sufficient extent.

8.3. As far as the customer does not meet his obligations to cooperate despite a written reminder, KOMMA99 shall be released from its obligation to perform until the obligations to cooperate have been fulfilled. In this respect KOMMA99 cannot be in default with its services.

8.4. KOMMA99 is not obliged to check the texts or text passages commissioned by the customer for editing for their correctness in terms of content or for the infringement of any third-party rights. This duty is incumbent on the customer himself. For the rest, reference is made to point 11.5. Furthermore, KOMMA99 is not obligated to check services for possible infringement of third party rights (copyrights, trademark rights, etc.). The customer has the obligation to indemnify and hold KOMMA99 harmless in case of claims by third parties due to infringement of their rights by texts or other contents provided by the customer.

9. Protection of intellectual property

9.1. KOMMA99 assigns all rights to the texts and other contents produced by KOMMA99 to the customer upon performance of the service.

9.2. The customer is not entitled to duplicate or distribute the services rendered by KOMMA99 (in particular offers, reports, analyses, expert opinions, organization charts, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) without the express consent of KOMMA99. Under no circumstances shall an unauthorized duplication or dissemination result in any liability of KOMMA99 - in particular for their correctness - towards third parties.

10. Warranty

10.1. The consulting services of KOMMA99 are based on specific industry experience, according to the latest knowledge and information of the customer and are based on information provided at the time of elaboration. The subject of the contract is the agreed service and not a specific success. KOMMA99 only provides recommendations for action within the scope of the provision of consulting services. The decision whether recommendations for action will be implemented is the sole responsibility of the customer. KOMMA99 does not assume any responsibility for the implementation of recommendations for action.

10.2. KOMMA99 offers services within the framework of the current technical and legal circumstances. KOMMA99 does not assume any warranty for decisions of other companies (Google, Facebook etc.) or non-contractual third parties, which could affect KOMMA99's services. Furthermore KOMMA99 does not guarantee the occurrence of certain market reactions, forecasts or economic results.

10.3. The customer shall report any defects in the performance of services without undue delay, but no later than within 7 days, otherwise the warranty claim shall be forfeited.

10.4. KOMMA99 is entitled to determine the type and period of warranty.

10.5. The warranty period is 6 months.

11. Compensation and limitations of liability

11.1. KOMMA99 is liable for the diligence of a prudent businessman. KOMMA99 is not liable for slight negligence.

11.2. KOMMA99 shall not be liable for indirect damages, loss of profit, loss of interest, missed savings, consequential damages, mere financial losses, damages from third party claims as well as damages from the loss of data and programs and their recovery.

11.3. The liability of KOMMA99 is limited in amount. The annual fee specified in the offer (aliquotted to the payments made) is the upper limit of KOMMA99's liability.

11.4. The limitation period for claims for damages against KOMMA99 is 6 months.

12. Cancellation

12.1. Both contracting parties shall be entitled to terminate a contractual relationship concluded for an indefinite period by giving 14 days' notice to the end of a calendar quarter.

12.2. The contractual relationship may be terminated at any time for good cause by either party in writing without notice, in which case KOMMA99's claim to remuneration for services already rendered shall remain valid. An important reason is in particular if a contractual partner violates essential contractual obligations - despite a reminder and a grace period of at least 14 days.

13. Force majeure

13.1. Force majeure is an external, unforeseeable event that cannot be averted even by exercising the utmost diligence, which prevents the performance of the service.

13.2. In case of force majeure, which temporarily prevents KOMMA99 from rendering its services, KOMMA99's obligation to perform shall be extended accordingly.

13.3. In case of force majeure, the customer shall be released from the payment on a pro rata basis for the duration of the impediment to performance occurring at KOMMA99 due to force majeure.

14. Secrecy/data protection

14.1. KOMMA99 undertakes to maintain secrecy about all business matters of the customer that come to its knowledge, in particular about the customer's business and trade secrets.

14.2. This confidentiality obligation is limited in time to 5 years after termination of the contractual relationship.

14.3. KOMMA99 commits itself to the comprehensive data protection of all personal data of the customer.

14.4. The customer agrees that his personal data may be used by KOMMA99 for the fulfillment of this contract. Furthermore, the customer agrees that KOMMA99 may process and internally use the data provided to him.

14.5. The customer agrees to the internal and external transfer of data by KOMMA99, if this is necessary for the fulfillment of the order.

15. Choice of law/place of jurisdiction/place of performance

15.1. The contractual relationship shall be governed by Austrian law, to the exclusion of the conflict of laws rules of private international law applicable in Austria.

15.2. For all legal disputes arising from the contractual relationship, including its valid conclusion, the competent court at the registered office of KOMMA99 shall have exclusive jurisdiction.

15.3. The place of performance shall be Vienna.

16. Ancillary agreements/written form/deliveries

16.1. There are no verbal subsidiary agreements to the concluded contract.

16.2. Amendments or supplements to the contract shall only be effective if agreed in writing.

16.3. Deliveries to the other contracting party shall be made to its last physical or electronic address notified in writing.

17. Use of subcontractors/prohibition of offsetting

17.1. The use of subcontractors by KOMMA99 is always permitted.

17.2. A set-off against claims of KOMMA99 with counterclaims of any kind whatsoever is excluded.

18. Severability clause

Should any provision of this contract be void or become void or ineffective as a result of a change in the legal situation, this shall not affect the validity of the remaining provisions of this contract. In place of the void or ineffective provision, a provision shall be deemed to have been agreed by way of supplementary interpretation of the contract which comes as close as possible to the intended purpose of the void or ineffective provision. The same shall apply mutatis mutandis to loopholes in this contract.