Terms and Conditions

All legal transactions between the client and Texterous are governed exclusively by these General Terms and Conditions (GTC). The version valid at the time the contract is concluded applies. These GTC also apply to all future contractual relationships, even if no explicit reference is made in subsequent agreements. Should individual provisions of these GTC become invalid now or in the future, the validity of the remaining provisions and of the contracts concluded on their basis remains unaffected. Divergent terms and conditions issued by the client do not become part of the contract, even if Texterous does not expressly object to them. Rendering services does not constitute acceptance of any such client conditions.

All offers by Texterous are non-binding unless explicitly designated as binding and are subject to possible errors. Orders from the client may be placed in writing, including by email. Subject to these GTC, a contract is concluded through explicit written confirmation of the order by mail or email. The contract generally ends upon completion of the project, which, unless otherwise agreed, is defined by the acceptance date specified in the original project agreement. Regardless of the foregoing, either party may terminate the contract at any time without notice for good cause. Good cause exists in particular if a party materially breaches contractual obligations, if a party falls into payment default after insolvency proceedings have been opened, or if justified concerns about the creditworthiness of a party not subject to insolvency proceedings arise and, upon request by Texterous, the party neither provides advance payment nor suitable security while the unfavorable financial situation was unknown when the contract was concluded.

The prices valid at the time of contract conclusion apply. All prices quoted by Texterous are exclusive of VAT and other taxes, duties, or fees. Any fees payable under the Austrian Fees Act are borne by the client. Unless agreed otherwise, expenses such as travel costs, per diems, and accommodation will be invoiced separately. One-off prices may be adjusted at any time without prior notice. This does not apply to parts of the contractual services already delivered or dispatched, nor to services already rendered. Texterous reserves the right to have tasks performed in whole or in part by third parties. Payment of any third party is made exclusively by Texterous, and no contractual relationship of any kind is created between such third parties and the client.

Unless agreed otherwise, invoices issued by Texterous are due upon receipt, and payment must be made within 14 days of the invoice date without any deductions to the account specified by Texterous. Texterous may transmit invoices electronically, and the client expressly agrees to receive invoices in electronic form. Texterous may also make partial deliveries and issue partial invoices or request progress-based advance payments. The agreed payment terms apply analogously to partial invoices. The client is not entitled to withhold payments due to incomplete total delivery, warranty or guarantee claims, or complaints. Offsetting against counterclaims is only permissible if such claims have been acknowledged in writing by Texterous or determined by a final court judgment.

If the client is in default of payment, Texterous is released from performing services for the duration of the default. The client owes default interest amounting to 5% above the applicable base interest rate of the European Central Bank, as well as reimbursement of reminder fees and costs incurred in pursuing claims out of court. The assertion of further claims arising from non-payment remains unaffected.

If the agreed services are not executed within the agreed time frame for reasons attributable to the client, or due to a justified early termination of the contractual relationship by Texterous, Texterous retains the right to the full agreed fee, namely the number of hours expected for the entire agreed work minus any expenses saved. Saved expenses are deemed to be 30% of the fee for services not yet provided by Texterous at the time the contractual relationship ends.

All delivered products and works created by the client, their employees, or commissioned third parties (such as reports, analyses, expert opinions, resource and organizational plans, including associated data carriers) remain the property of Texterous until the purchase price and any incidental costs as well as all other claims arising from the business relationship have been paid in full. Until then, any changes or dispositions exceeding proper use may only be carried out with Texterous's consent. Regardless of fault, Texterous is entitled and obligated to rectify any known inaccuracies or defects in its services and will inform the client accordingly. This claim expires six months after the respective service has been rendered.

Copyright remains with Texterous at all times. The client may use the work during and after the contractual relationship solely for the purposes covered by the contract. The client is not permitted to reproduce or distribute the work without Texterous's explicit consent. Unauthorized reproduction or distribution does not create liability on Texterous's part, especially with respect to accuracy vis-à-vis third parties. Any breach of these provisions entitles Texterous to immediately terminate the contract and to assert additional statutory claims, in particular claims for injunctive relief and damages.

The client shall ensure that the organizational conditions at its business premises allow Texterous to perform the agreed services without undue disruption and in a way that facilitates swift progress. The client will inform Texterous fully about prior activities related to the project, including in other specialist areas. The client must provide Texterous, without special request, with all documents necessary for performing the agreed services in a timely manner and notify Texterous of all processes and circumstances relevant to the services. This also applies to documents, processes, and circumstances that only become known during Texterous's engagement. Texterous will ensure that its employees and any legally required employee representatives are informed before the work begins. Texterous will report on its work, that of its employees, and any commissioned third parties in line with project progress. The final report will be provided within a reasonable timeframe depending on the nature and scope of the agreed services. Texterous works independently in creating the agreed deliverables, acts at its own discretion and responsibility, and is not bound to a specific workplace or working hours.

Information provided by Texterous on delivery or performance timelines is indicative unless expressly and in writing agreed to be binding. All delivery time agreements are subject to Texterous receiving supplies or services in due time from its own suppliers. Texterous may withdraw from the contract if, after conclusion, it becomes apparent that delivery or performance is impossible for reasons not attributable to Texterous, or if schedule shifts of more than one month, particularly after work has started, become evident. The client remains obligated to remunerate all services rendered and expenses incurred up to that point.

Cancellations by the client require Texterous's written consent. Unless expressly agreed otherwise, Texterous may charge a cancellation fee amounting to 20% of the total contract value.

Events of force majeure release Texterous from its obligations. Any agreed delivery or performance periods are extended as appropriate.

Texterous is liable to the client for damages, excluding personal injury, only in cases of gross negligence or willful misconduct. The same applies to damages caused by third parties engaged by Texterous. If warranty or liability claims arise in this context, Texterous assigns such claims to the client, who will primarily seek recourse from the third party. Liability for slight negligence is excluded. Compensation for atypical damages, pure financial losses, loss or damage to stored data, direct or consequential damages, lost profits, interest losses, expected but unrealized savings, and third-party claims against the client is excluded in any event. Liability is limited to the contract value. The client bears the burden of proving that damage was caused by Texterous's fault. Damage claims must be asserted in court within six months from knowledge of the damage and the party causing it, but no later than three years after the event giving rise to the claim.

The contracting parties commit to mutual loyalty. They will refrain from poaching or employing, including via third parties, employees of the other party who were involved in carrying out assignments during the term of the contract and for 12 months thereafter. The client agrees not to hire or actively solicit employees of Texterous for 12 months following the end of the contractual relationship unless a majority of Texterous's shareholders has granted prior written approval. This applies in particular to offers by the client for employment or for taking on assignments on the client's own account.

Both parties are obliged to keep the other party's trade and business secrets confidential. Texterous further undertakes to maintain confidentiality toward third parties with respect to the entire content of the deliverables and all information and circumstances that become known in connection with their creation, especially data belonging to the client's customers. Texterous is released from the duty of confidentiality toward helpers and representatives it employs but must impose the confidentiality obligations on them in full. The duty of confidentiality is unlimited in time and continues after the contractual relationship ends. Exceptions exist only in the event of statutory disclosure obligations.

Texterous may process personal data entrusted to it within the scope of the contractual relationship's purpose. The client warrants that all measures required for this purpose, particularly those under data-protection law such as obtaining consent from affected parties, have been taken. Texterous is entitled to name the client and the project as a reference. Unless otherwise regulated in individual cases, notices under these GTC must be in writing, by mail or email. Complaints, reminders, withdrawals from the contract, and terminations must be made in writing as well.

The contracting parties confirm that all information provided in the contract has been supplied carefully and truthfully and undertake to inform each other of any changes.

These General Terms and Conditions enter into force on 1 August 2023 and replace previous versions. Should individual provisions of these GTC be invalid or unenforceable, the remainder of the contract remains unaffected, and the parties will cooperate to find provisions that most closely approximate the invalid or unenforceable clauses. Assigning or transferring rights or obligations under these conditions or the agreements made requires the prior written consent of Texterous.

Amendments and additions to the agreements made and to these conditions must be in writing to be valid. This also applies to any waiver of the written form requirement. No oral side agreements exist.

Austrian law applies. References under Austrian law to foreign legal systems are invalid, and the UN Convention on Contracts for the International Sale of Goods does not apply. The competent court at Texterous's corporate seat has exclusive jurisdiction for all disputes. By placing a written order, the client acknowledges these General Terms and Conditions.

In the event of disputes arising from this contract that cannot be settled amicably, the parties agree to engage registered mediators specializing in commercial mediation from the list maintained by the Austrian Federal Ministry of Justice for extra-judicial resolution. If the parties cannot agree on the mediators or on the subject matter, legal action may be taken no earlier than one month after negotiations have failed.

If mediation does not take place or is terminated, Austrian law applies to any subsequent court proceedings. All necessary costs incurred due to prior mediation, particularly for any engaged legal advisors, may be claimed as pre-litigation costs in court or arbitration proceedings.