legal web GmbH, Fürbergstraße 42a, 5020 Salzburg, Austria, hereinafter referred to as LW.
contractual bases. LW concludes contracts and provides services exclusively on the basis of the written offers prepared by LW, as well as the currently valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and these General Terms and Conditions.
The descriptions of services, price lists and general terms and conditions apply, insofar as they are not just project-specific (e.g. individual documents) for all legal relationships between LW and the client and are therefore automatically included in all further contracts between LW and the respective client in the respective current version, even if no express reference is made to these price lists, product descriptions and general terms and conditions.
Future Changes. Changes to the descriptions of services, price lists and general terms and conditions of LW will be announced to the customer in writing and are deemed to have been agreed if consumers do not object within four weeks or entrepreneurs do not object within two weeks.
From the validity of the new agreement, the changes to the General Terms and Conditions also apply to all other contracts that are still in progress.
additional agreements. All forms of additional agreements, both before the conclusion of the contract and during the contract period, must be in writing to be valid. For entrepreneurs, this also applies to deviations from the written form requirement.
Components of the contract on the part of the client. Specifications coming from the client regarding the service content, even if LW is aware of them, only become part of the contract if they are integrated into the offer by LW or otherwise expressly accepted by LW, for example by reference to these specifications.
Legal elements coming from the customer, such as general terms and conditions or contractual clauses, even if LW is aware of them, only become effective if they are accepted by LW with an additional note that expressly includes these legal texts (such as “GTC accepted”). Otherwise, LW expressly objects to the inclusion of legal elements such as general terms and conditions or contractual clauses of the customer.
The mere acceptance by LW of specifications regarding the service content of the client therefore does not result in acceptance of the client’s legal texts, even if these specifications contain legal elements (such as “Our terms and conditions apply.”).
Procedure in case of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and the general terms and conditions of LW, these apply in the order mentioned. The more individual components therefore automatically change the more general components of the contract.
In the event of contradictions between contractual elements of LW and contractual elements of the customer, all contractual elements of LW take precedence.
conclusion of contract
Offered by LW. Offers made by LW to the client, e.g. in the form of an individual offer to the client or a non-individualized offer such as an order form, catalog or web shop, are without exception subject to change and non-binding.
Offer by the client. If the customer places an order based on an offer or without being asked, i.e. without a previous offer from LW, e.g. in the case of additional orders in ongoing business relationships, the customer is involved as an entrepreneur in these two weeks or as a consumer in this one week from receipt LW bound.
Accepted by LW. The contract is therefore always only concluded when LW accepts the order.
Acceptance must always be in writing, e.g. by way of an order confirmation, unless LW indicates that LW accepts the order, e.g. by taking action based on the order that is apparent to the customer.
A mere confirmation of receipt of the order does not constitute acceptance of the order.
Scope of services, order processing and cooperation obligations of the client
Place of fulfillment for entrepreneurs. The place of performance is the registered office of LW.
scope of services. The scope of the services to be provided results from LW’s written service description resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogues) are not part of the service description.
The customer is obliged to check the service description for compliance with his requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and can lead in particular to changes in prices, deadlines and dates.
Professional performance. Unless otherwise provided for in the written service description, LW owes professional execution in accordance with the point in time when the offer was made. Within the framework of the written service description, LW has freedom of design in the execution of the services, insofar as there are several professional options for execution.
Interchangeable Services. Insofar as this is consistent with the objectives of the order, LW is entitled to deviate from the service description and to replace services with other services of equal value.
external services. LW is entitled to perform the services itself or to use knowledgeable third parties to provide the services (external services).
Agreed external services. In the event that the provision of a service as an external service has been agreed with the client (agreed external service), the contractual obligation consists exclusively in the provision of a third party. In the case of agreed external services, LW is therefore only obliged to select someone else who will provide the service on the basis of its own contract with the client.
LW is entitled to commission the external service at its own discretion, both in its own name or in the name of the customer and on its own account or on account of the customer. If LW concludes the contract in its own name and / or on its own account, this is done exclusively in the interest of the customer for the purpose of simplified contract and payment processing. The third party is therefore not active in pursuing LW’s interests and is therefore not included in LW’s interest tracking program and therefore also not in LW’s area of risk.
LW is therefore not obliged to provide the specific service in the case of agreed third-party services.
Since LW’s performance consists exclusively of the provision of a third party, the client is obliged, at LW’s request at any time, to enter into the contract concluded between LW and the third party for agreed external services and to indemnify and hold LW harmless from this contractual relationship.
Divisible Services. In the case of divisible services, LW is entitled to make partial deliveries.
decay. The customer must collect all services commissioned from LW or handed over to LW for processing in a timely manner. In the event that the collection does not take place on time, LW is entitled to dispose of the services after three months for entrepreneurs or six months for consumers at the expense of the client.
dates and deadlines. Dates or deadlines specified by LW are non-binding unless they are expressly marked as binding.
contract term. Contracts for an indefinite period can be terminated subject to a minimum term and with a notice period of 4 weeks to the end of the month.
Unforeseeable or unavoidable events. Unforeseeable or unavoidable events – in particular default on the part of the customer in fulfilling his obligations as well as delays at LW or LW’s contractors that are unforeseeable and unavoidable for LW – extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of the event case necessary organizational measures. LW must inform the customer of this in writing.
Obligations to cooperate on the part of the customer. The customer must inform LW immediately, without being asked and in a form that can be processed further, in writing and provide all services that are necessary for the provision of the services by LW.
This includes in particular the provision of a contact person for contract processing, the provision of documents, materials and facilities, the coordination of order details and the acceptance (release) of partial services and services.
If the need for the provision of information or services by the customer only becomes known during the provision of the services by LW, the customer must submit these immediately.
The customer must check the information and services provided by him for their suitability, correctness and legality.
The customer is liable for all damage caused by the customer’s inadequate, late or omitted cooperation, and in particular for the additional costs incurred by LW as a result. If LW is unable to perform the services as agreed due to defective, late or omitted cooperation on the part of the client, LW is also entitled, without prejudice to other rights, to interrupt the performance of the service, to substitute other services for other clients and only after completion of these services to carry out the services for the client, insofar as he has fulfilled his obligations to cooperate by then, which means that all dates and deadlines are postponed.
If claims are made against LW by third parties due to an infringement of rights in connection with information or services provided by the customer, the customer must also indemnify and hold LW harmless and support it in defending against any claims by third parties.
Interventions by the client. If the client intervenes arbitrarily in the services of LW and makes changes in a manner that has not been agreed, he shall be liable for the additional expenses incurred by LW as a result, e.g. for inspection, documentation, identification of defects, allocation of defects, remedy of defects.
Inspection obligations of LW. LW is only liable for ensuring that the services provided by LW are not in themselves illegal (e.g. use of a copyrighted work without the author’s consent).
However, LW has no obligation to legally examine the services provided by LW for any violation of third-party rights or for any violations of rights that arise from the type of use planned by the client (e.g. the use of a graphic as a logo). The client has to carry out these legal checks himself or have them carried out by a suitably trained legal expert, in particular with regard to administrative, criminal, competition, trademark, identification, design protection, copyright, personality and data protection law.
Insofar as LW points out the need for an additional legal examination of services with regard to other rights or other risks before the order is placed or during the order after new order details become known, LW is liable for carrying out this legal examination with regard to other rights or for taking on these risks in the event that LW had clarification or inspection obligations, to the client. The service by LW is therefore deemed to have been provided properly and in accordance with the agreement.
Rights to the Services. In principle, LW or LW’s licensors are entitled to all rights to the agreed services. The client receives the right to use the services after full payment of the agreed fee to the extent agreed with LW or predefined by the licensors.
In the event that the scope has not been agreed, this includes the non-exclusive use, which does not include any right to sublicense or transfer to third parties (or affiliated companies), for own use in the client’s company, with the right to processing on the legally indispensable minimum is restricted.
The client is aware that the services provided by LW are often based on the works or services of third parties with a wide range of license conditions. The customer must comply with these license conditions for services or works of third parties, which are part of the services or works of LW.
right to the end product. The client only has a right to use the service in the agreed form as an end product, but not to receive the bases, working aids, interim results, etc. necessary for the provision of the services. Unless this has been agreed, LW has no obligation to use these bases , work aids, interim results, etc. after completion of the work.
Reference. LW is entitled to refer to LW and possibly another author on all services provided by LW for the client and, subject to written revocation, which is possible at any time, within the scope of LW’s own advertising material, data such as the client’s name and logo, project description, project images and the like as a reference or as an indication of the business relationship with the client, without the client being entitled to a fee for this.
Disclaimer. Despite careful processing, all information in seminars, seminar documents made available and related correspondence are provided without guarantee and liability on the part of LW or the lecturer is excluded.
lecturer. The client has no right to a specific lecturer, regardless of whether this was expressly guaranteed in the seminar description / booking documents. The person of the lecturer is not considered the basis of business for the seminar purchase. LW expressly reserves the right to make changes in the person of the speaker.
seminar date. Short-term postponements of seminar dates are possible and do not justify any claims of the client whatsoever.
replacement date. If the specified minimum number of participants for the seminar is not reached, LW is entitled to either unilaterally cancel the seminar or set an alternative date.
termination of the seminar. If the seminar is canceled for unforeseeable or unavoidable reasons, LW is released from the obligation to hold the seminar if at least half of the seminar duration has taken place at the time of the cancellation.
non-transferability. The right to attend a seminar is non-transferrable.
Confidentiality & Non-Solicitation
Confidentiality. The client must keep all confidential information known to him about LW, its projects and its other clients secret and may not use this for himself or for third parties. This agreement also applies beyond the end of the contract. In the event of a violation of this obligation, a contractual penalty of EUR 50,000.00 per violation must be paid.
non-solicitation. The client may not poach any other clients or employees of LW. This agreement will remain in effect for three years after the end of the contract. In the event of a violation of this obligation, a contractual penalty of EUR 50,000.00 per violation must be paid.
Prices. All prices are ex LW’s place of business or office in the case of contracts with entrepreneurs in euros plus Sales tax, for contracts with consumers incl. sales tax at the statutory rate.
additional services. All LW services that are not expressly covered by the agreed fee, such as additional services agreed later, are remunerated separately.
advance on costs. LW is entitled to request advance payments to cover its own expenses.
partial services. LW is entitled to charge partial services.
Unjustified resignation. In the event that the client withdraws from his order in whole or in part without grossly negligent or intentional fault on the part of LW, LW is still entitled to the agreed fee. In this case, LW only has to allow savings from purchases that have not yet been made to be taken into account. The same applies if LW withdraws from the contract for an important reason within the sphere of the customer.
price adjustment. In the case of contracts for an indefinite period and contracts with an automatic extension of the contract period, LW is entitled to make an appropriate annual price adjustment, taking into account factors such as inflation, consumer and producer price indices, collective bargaining agreements, currency fluctuations and similar external factors that LW cannot influence.
LW is also otherwise entitled to make an appropriate price adjustment for individual services after the conclusion of the contract if the costs of these services increase by more than 5%, without LW being able to influence this. If the opposite conditions are met, consumers are also entitled to a reduction in the fee.
Due date LW’s invoices are due without any deductions from the invoice date. In principle, the service will only be provided after full payment has been made.
payability. LW’s invoices are to be paid within 7 days of receipt of the invoice.
Ban on set-off and retention. Clients who are entrepreneurs are not entitled to offset their own claims against LW’s claims, even in the case of related claims, unless the client’s claim has been recognized in writing by LW or has been determined by a court. A right of retention in favor of customers who are entrepreneurs is excluded.
late payment. In the event of late payment, the statutory interest applicable between entrepreneurs, but at least 9% per annum, must be paid for contracts with entrepreneurs, and interest of 9% per annum for contracts with consumers. The customer must bear all costs and expenses associated with the collection of the claim, such as in particular collection expenses or other costs necessary for appropriate legal prosecution.
Continued Default in Payment. After an unsuccessful reminder from the client, setting a grace period of at least 7 days, LW can immediately make all services and partial services already rendered due, including within the framework of other contracts concluded with the client, and temporarily suspend the provision of services that have not yet been paid until all outstanding fee claims have been paid in full set.
After a further week has passed without result, LW is entitled to withdraw from all contracts and to demand compensation for the lost profit in addition to payment for the services already rendered. LW is therefore also entitled not to carry out or discontinue services that have already been paid for if savings result from the discontinuation of the service and the savings can be offset against the outstanding claims.
Irrespective of these options, LW can of course file a lawsuit with the court immediately after the due date has expired.
installment payment. Insofar as LW and the client conclude an agreement to pay in installments, the loss of deadlines in the event of late payment of even just one installment is deemed to have been agreed.
Transfer of risk for entrepreneurs. When shipping goods, the risk is always transferred to the customer as soon as LW has handed over the goods to the transport company. The shipment of goods is generally not insured unless the customer has commissioned LW to insure the goods at his own expense.
Obligation to notify entrepreneurs. After the request for an interim acceptance by LW, after handover and after the start of actual operation, the customer must accept the services handed over or to be accepted in writing within 8 days at the latest (“release”) or report any defects or damage in writing.
In the case of an interim acceptance, further work by LW can only be carried out after the interim acceptance / “release”. In the event of late acceptance or a complaint, the services are automatically deemed to have been accepted by the client.
Hidden defects or damage that only occurs after 8 days, but within open guarantee, warranty or damage compensation periods, must also be reported by the customer within 8 days of detection.
The obligation to give notice of defects is subject to all defects or damage which the client would have to recognize with the care of a prudent entrepreneur with appropriate inspection. In the case of interim inspections, due to the special importance of interim inspections to avoid defects, which then run through all further service steps, the inspection must correspond to a final, detailed and particularly careful inspection. At the handover, the control has to correspond to an initial but nevertheless precise control. Due to the special importance of starting real operation in order to avoid damage during operation, the control must in turn correspond to a final, detailed and particularly careful control when starting real operation.
The customer’s complaint must describe the defect or damage in detail and in a comprehensible manner. In the case of defects or damage that do not occur constantly, the exact times and framework conditions at which the defect or damage occurred must be stated. The customer must enable LW to take all necessary measures to examine and remedy the defects or damage. If the client fails to report the defects in good time, the assertion of guarantee, warranty and damage claims as well as claims based on other liability regulations, in particular claims for recourse, by the client is excluded.
Warranty. Insofar as performance parts of the contractor have a guarantee granted by a third party, this guarantee must be asserted directly with the third party (e.g. manufacturer’s guarantee).
In the case of a guarantee promise by LW, the period for asserting the guarantee claim begins with the handover. The warranty claim becomes statute-barred six months after the customer becomes aware of the occurrence of the warranty case, but at the latest when the warranty period expires. If the content of the guarantee does not emerge from the guarantee commitment, then LW is liable for the usually assumed properties.
warranty. For consumers, the statutory provisions of warranty law apply. In addition, additional guarantees or customer services may apply to consumers as part of the product description.
The right to warranty and the right to warranty recourse are limited to six months from handover for entrepreneurs. In the case of used goods, the right to a warranty for entrepreneurs is completely excluded.
The customer as an entrepreneur has the right to improvement or replacement or, in the case of minor defects, also to a price reduction or, in the case of significant defects, to conversion at LW’s option. The rectification of the defect does not extend the warranty period for companies, nor does it begin to run again for the part of the service affected by the rectification of the defect.
Error, shortening more than half for entrepreneurs. The right to challenge due to error and shortening by more than half is excluded.
damages and other claims. Claims for damages and claims based on other liability regulations, in particular claims for recourse, by the client are excluded, provided these are not based on gross negligence or intent in the case of contracts with entrepreneurs or on gross negligence or intent in the case of contracts with consumers.
Such claims by entrepreneurs expire six months after knowledge of the damage and the damaging party; but in any case after three years from the act of infringement.
Claims based on personal injury and other non-dispositive liability regulations are excluded from this exclusion of liability.
Protective effect in favor of third parties. It is expressly agreed that this contract has no protective effect in favor of third parties.
Liability for agreed external services. The respective third parties who provide the agreed external services are not vicarious agents of LW. LW is therefore solely liable for faulty selection. If the third party is used at the suggestion of the client, LW is not liable for the third party at all.
Burden of proof for entrepreneurs. A reversal of the burden of proof at the expense of LW is excluded. In particular, the existence of the defect at the time of handover, the time the defect was discovered, the timeliness of the notice of defects and the existence and degree of fault must be proven by the customer.
Grace period for entrepreneurs. In the event of non-fulfilment of the contract, the client is only entitled to assert claims if LW has granted LW a reasonable, but at least fourteen-day grace period in writing. This also applies to the termination of the contract for an important reason.
Contract withdrawal for entrepreneurs. A withdrawal from the contract by the client must be declared in writing by registered letter.
validity. In the event that legalweb is to be qualified as a processor in relation to the client under data protection law, this framework agreement will automatically come into force.
Processing, data, data subjects. The subject of order processing is the provision of a content delivery network (CDN) for the purpose of providing a consent management tool for the client’s website. To ensure the security of the data center, the IP address of the users of the client’s website is collected by legalweb’s subcontractor, proinity LLC (Key CDN), Faerberstrasse 9, CH-8832 Wollerau, Switzerland. The IP address is not forwarded to legalweb. The data is therefore processed exclusively by the sub-processor.
Responsible . In any case, it is the responsibility of the client, as the person responsible for data protection, to specify the content of the contractual processing of personal data, the resulting risks, the processing operations commissioned and the required level of protection.
legal compliance . In particular, Article 28 paragraphs 2, 3 and 4 GDPR and the references contained therein must be observed.
Obligation to follow instructions . legalweb processes the personal data only on documented instructions from the controller, including in relation to the transfer of personal data to a third country or an international organization, unless required to do so by Union or Member State law to which legalweb is subject; in such a case, legalweb will notify the controller of these legal requirements prior to processing, unless the law in question prohibits such notification due to important public interest.
Involvement of employees . legalweb guarantees that the persons authorized to process the personal data have committed themselves to confidentiality or are subject to an appropriate statutory duty of confidentiality.
Technical and organizational measures. legalweb takes all measures required under Article 32 GDPR. The technical and organizational measures were communicated to the customer, checked by him and accepted as sufficient guarantees. The client is responsible for the ongoing evaluation and updating of the measures. Legalweb only has to evaluate and update these measures to the agreed extent if this has been agreed in writing, for example as part of a maintenance contract.
Data subject rights . In view of the nature of the processing, legalweb supports the person responsible as far as possible with suitable technical and organizational measures in fulfilling his obligation to answer requests for the exercise of the rights of the person concerned mentioned in Chapter III DSGVO.
security of processing. legalweb supports the person responsible in complying with the obligations specified in Articles 32 to 36 GDPR, taking into account the type of processing and the information available to it.
completion of processing . After completing the processing services, legalweb must either delete or return all personal data at the discretion of the person responsible, unless there is an obligation to store the personal data under Union law or the law of the Member States.
Obligation to provide evidence and information . legalweb provides the controller with all the information necessary to demonstrate compliance with the obligations set out in this article and facilitates and contributes to verifications — including inspections — carried out by the controller or another auditor commissioned by the controller. legalweb will inform the person responsible immediately if he believes that an instruction violates the GDPR or other data protection regulations of the Union or the Member States.
subcontractor . legalweb is generally entitled to employ further subcontractors as processors for the processing of personal data. However, the use of subcontractors must be reported to the person responsible in a timely manner in each individual case so that the latter can raise an objection. If legalweb engages the services of another processor in order to carry out certain processing activities on behalf of the person responsible, this further processor will be subject to the same data protection obligations as set out in the contract between the person responsible and legalweb by means of a contract, with in particular adequate guarantees being provided for this that the appropriate technical and organizational measures are taken in such a way that the processing is carried out in accordance with the requirements of the GDPR. If the other processor does not meet his data protection obligations, legalweb is liable to the person responsible for compliance with the obligations of that other processor. The client explicitly approves the use of the subcontractor proinity LLC (Key CDN), Faerberstrasse 9, CH-8832 Wollerau, Switzerland. The data is transferred to Switzerland on the basis of Art. 45 GDPR in conjunction with the European Commission’s adequacy decision C(2000) 2304.
Online Dispute Resolution
Online dispute resolution platform for consumers. The EU has set up an “online dispute resolution platform” (ec.europa.eu/odr) to settle disputes with consumers. LW decides whether to participate in a dispute settlement procedure in individual cases. For dispute resolution questions, LW is available at [email protected].
Applicable law. Austrian law shall apply exclusively to all legal relationships and circumstances between the customer and LW, to the exclusion of international reference standards.
Mandatory Consumer Law. If, in the case of contracts with consumers, LW has geared its professional and commercial activities to the consumer’s home country, mandatory consumer protection regulations of the consumer’s home country must also be applied.
UN sales law. The provisions of the UN sales law do not apply to contracts with entrepreneurs.
Jurisdiction for entrepreneurs. The competent Austrian court for Salzburg is agreed as the place of jurisdiction for all disputes between LW and entrepreneurs. However, LW is also entitled to sue at the general place of jurisdiction of LW and the entrepreneur.