Terms & Conditions

1. Conclusion of contract and scope

All legal transactions between the Client and Reflection THE AGENCY (hereinafter referred to as the “Agency”) are conducted exclusively on the basis of these General Terms and Conditions (“AGB”). The Agency enters into contracts only on the basis of the following terms. The Client expressly acknowledges having taken legally binding notice of these General Terms and Conditions, which therefore form part of the contract. This also applies if the Client refers to its own general terms and conditions.

Any general terms and conditions of the client are not recognised, even if the agency is aware of them, unless expressly agreed otherwise in an individual case. The agency expressly rejects the client’s general terms and conditions. No further objection by the agency is required to reject the client’s terms and conditions.

These General Terms and Conditions also apply to all future contractual relationships, in particular where supplementary agreements do not expressly refer to them.

The client will be notified in writing of changes to the Terms and Conditions, which will be deemed agreed unless the client objects to the amended Terms and Conditions in writing within 14 days. It is expressly agreed that transmission by email satisfies the written-form requirement.

2. Scope of services, order processing and the client’s duties of cooperation

The scope and nature of the services are defined by the service description in the contract with the client or the agency’s order confirmation (“proposal documents”). Subsequent changes to the content of the services require written confirmation by the agency. Within the framework specified by the client, the agency has creative freedom in carrying out the assignment.

All services provided by the agency (in particular preliminary designs, layouts, sketches, galley proofs, final artwork, blueprints, colour proofs, copies and electronic files) must be reviewed by the client and approved no later than 7 working days after receipt. The nature of an agency service, and production requirements in particular, may also require immediate or prompt approval. If the client does not grant approval in time, the agency is not liable for delays in the production process.

The client must provide the agency with all information and documents required for the provision of services in full and in good time. The client must inform the agency of all circumstances relevant to the performance of the assignment, even if these circumstances only become known during its performance. The client bears any additional expense arising because work must be repeated or delayed, or further work by the agency becomes necessary, as a result of information supplied by the client that is subsequently changed, incomplete, or incorrect.

The Client is further obliged to check the materials provided for the performance of the order, such as images, typefaces, logos and photographs, for any trademark rights, copyright, rights in distinctive signs or other third-party rights, and guarantees that they are free of third-party rights and may therefore be used for the intended purpose. In cases of slight negligence only, or after fulfilling its duty to warn, and in any event in its internal relationship with the Client, the Agency is not liable for infringements of such third-party rights arising from the materials provided.

If a third party brings a claim against the agency for such an infringement, the client shall indemnify and hold the agency harmless. The client must compensate the agency for all detriment arising from the third-party claim, in particular the costs of appropriate legal representation. The client undertakes to support the agency in defending against third-party claims. The client is obliged to provide the agency with all documents required for this purpose without being asked and within the applicable time limits.

3. Third-party services/engagement of third parties

At its own discretion, the agency is entitled to provide the services itself, engage qualified third parties as vicarious agents to perform the contractual services, or have such services performed by substitutes.

Third parties engaged to provide external services are commissioned either in the agency’s own name or, following prior agreement with the client, in the client’s name. The agency is responsible for carefully selecting the third party and ensuring that the third party has the required professional qualifications.

Where the agency commissions agreed or necessary third-party services, the respective contractors are not vicarious agents of the agency.

The client must assume any obligations of the agency towards third parties that continue beyond the term of the contract. This expressly also applies if the contract is terminated for good cause.

4. Social Media

Before placing the order, the Client was expressly informed by the Agency that providers of social media channels such as Instagram, Facebook, TikTok, etc. (the “Providers”) reserve the right in their terms of use to refuse or remove advertisements and advertising presences for any reason whatsoever. The Providers are therefore under no obligation to distribute content and information to users. There is consequently a risk, which the Agency cannot foresee or calculate, that advertisements and advertising presences may be removed without any reason being given. In the event of a complaint by another user, the Providers offer an opportunity to respond, but even in this case the Agency reserves the right to delete the content immediately. The Client acknowledges that, in such a case, it may take some time to restore the original lawful situation. The Agency operates on the basis of the respective Providers’ terms of use, over which it has no influence, and also makes these the basis of the Client’s order. By placing the order, the Client expressly acknowledges that these terms of use determine, in whole or in part, the rights and obligations of any contractual relationship. The Agency hereby declares that it will perform the Client’s order to the best of its knowledge and ability and comply with the guidelines of the social media channels. The Client expressly acknowledges that, given the currently applicable terms of use and the ease with which any user can allege an infringement and thereby have content removed, the Agency excludes liability for ensuring that a commissioned campaign remains accessible at all times.

5. Protection of ideas and concepts

If the prospective Client has asked the Agency to develop a concept before the contract is concluded and the Agency complies with this request before the contract is concluded, the following provision applies:

The concept is protected by copyright, particularly its wording and graphic design, in both its textual and graphical components. Under copyright law alone, the prospective client is not entitled to use or modify these components without the agency’s consent.

The concept also contains ideas relevant to advertising. These ideas are at the beginning of every creative process and are defined as the impetus for everything that follows, and thus as the origin of the marketing strategy. Accordingly, the elements of the concept that are significant for the uniqueness and distinctive character of the marketing strategy are protected. Ideas within the meaning of this agreement include, in particular, advertising copy, advertising slogans, illustrations and graphics, advertising materials, etc., even if they do not yet meet the threshold of originality for copyright protection.

The client undertakes to refrain from commercially exploiting or allowing others to exploit, or using or allowing others to use, the creative advertising ideas presented by the agency during concept development outside the framework of a main contract to be concluded at a later date.

If a prospective client believes that the agency has presented ideas that were already known to the client before the presentation, the client must notify the agency of this in writing (by letter, fax or email) within 14 days of the presentation date, enclosing evidence that establishes when the ideas were known.

Otherwise, the contracting parties assume that the agency has presented the prospective client with an idea that is new to them. If the client exploits the idea, it is to be assumed that the agency made a meritorious contribution to it.

The prospective client may release themselves from their obligations under this clause by paying appropriate compensation.

6. Deadlines

Stated delivery or performance periods are approximate and non-binding unless expressly agreed to be binding. Binding deadlines must be agreed in writing or confirmed in writing by the Agency. Transmission by email is expressly agreed to satisfy the requirement of written form.

If delivery or performance by the Agency is delayed for reasons for which it is not responsible or which are not attributable to the contractor, such as weather conditions during outdoor shoots, force majeure events, the timely provision of products and props, the unavailability of models, travel disruptions or events that cannot be prevented by reasonable means, the performance obligations are suspended for the duration and to the extent of the impediment, and the Client bears the risk associated with these circumstances. The deadlines are extended accordingly. The Client and the Agency are entitled to withdraw from the contract if the delay lasts longer than two months.

If the agency is in delay, the client may only withdraw from the contract after granting the agency a reasonable additional period of at least 14 days in writing and that period has expired without performance. Claims by the client for damages due to non-performance or delay are excluded unless intent or gross negligence is proven.

The Agency further reserves the right, where submission deadlines have been agreed in writing, to require feedback on or the return of drafts, sketches, layouts, presentations, etc. at least 14 days before the submission deadline. This is necessary to ensure the agreed quality and allow any changes to be made. If the Client has not provided feedback or approval to the Agency 14 days before the submission deadline, the Agency is not bound by that deadline. The Agency is consequently not liable for damage arising from failure to meet the submission deadline.

The Agency reserves a period of 10 working days from written approval of the layout to deliver the final work product.

Transactions with a binding fixed deadline exist only where expressly agreed in writing. In the event of delivery delays, clause 6, paragraph four, and clause 12 apply accordingly.

Shipments are at the client’s risk and expense.

7. Duration and termination of continuing contractual obligations

Contracts for the provision of services are concluded for an indefinite period. The contracting parties, the client and the agency, have the right to terminate the contractual relationship in writing with four weeks’ notice effective at the end of a month.

The agency has the right to terminate the contract for good cause by written notice without observing a notice period. Good cause exists in particular if the client has been warned about a breach of a material provision of this contract and requested to remedy that breach within a period of at least 14 days, and the client has failed to comply within the specified period.

In the event of withdrawal from the contract, if the commissioning party is at fault, the agency may choose either flat-rate damages of 15 % of the gross invoice amount or compensation for the actual damage incurred. If the client defaults on payment, the agency is released from all further service and delivery obligations and is entitled to withhold outstanding deliveries or services and to demand advance payments and/or security.

Upon any termination of the contractual relationship, the agency is entitled to cease its services and irretrievably delete all data and information received from the commissioning party. The client must back up their data at their own expense before the contractual relationship ends. If the backup is not completed in time, any claims against the contractor arising from the deletion of the data (warranty claims, damages, etc.) are excluded in all cases.

8. Early termination

The agency is entitled to terminate the contract for good cause with immediate effect by written notice. Good cause exists in particular if:

• performance becomes impossible for reasons attributable to the Client or continues to be delayed despite an additional period of 14 days being granted;
• the client breaches material obligations under this contract, such as paying an amount due or fulfilling duties to cooperate, despite a written warning granting an additional period of 14 days;
• bankruptcy or insolvency proceedings are opened over the Client’s assets, or an application to open such proceedings is dismissed for lack of assets sufficient to cover the costs;
• there are reasonable doubts about the client’s solvency and, at the agency’s request, the client neither makes advance payments nor provides adequate security before the agency renders its services.

The Client is entitled to terminate the contract for good cause with immediate effect by written declaration. Good cause exists in particular if the Agency breaches material contractual provisions despite a written warning granting a reasonable additional period of at least 14 days to remedy the breach.

9. Remuneration

Unless otherwise agreed, the agency’s entitlement to payment arises for each individual service as soon as that service has been provided. The agency is entitled to request advance payments to cover its expenses. For assignments extending over a longer period, the agency is entitled to request interim invoicing, advance invoicing, or payments on account.

Entitlement to fees and licence fees exists regardless of whether the work product delivered is or remains protected by copyright and/or related rights.

The agency reserves the right to request an advance payment amounting to 50 % of the expected costs.

The remuneration is a net amount plus VAT at the applicable statutory rate. Unless otherwise agreed in an individual case, the Agency is entitled to a fee at the customary market rate for the services provided and the granting of usage rights under copyright and rights in distinctive signs.

All services provided by the agency that are not expressly covered by the agreed remuneration are subject to separate remuneration. The client must reimburse all out-of-pocket expenses incurred by the agency.

Cost estimates issued by the agency are non-binding. If it becomes foreseeable that actual costs will exceed the costs estimated by the agency in writing by more than 15 %, the agency will notify the client of the higher costs. The client has already been informed that the cost overrun will be deemed approved by the client unless the client objects in writing within three working days of this notification and simultaneously specifies less expensive alternatives. No separate notification is required for a cost overrun of up to 15 %. Such a cost overrun is deemed approved by the client in advance.

The agency is entitled to the agreed fee for all work of the agency that the client does not put into execution, for whatever reason. The provision on offsetting under § 1168 ABGB is excluded. Payment of the fee does not grant the client any rights to use services already rendered. Instead, concepts, drafts, and other documents that have not been implemented must be returned to the agency without delay.

10. Payments

The fee is due for payment without deduction upon receipt of the invoice, unless otherwise agreed in writing in an individual case. This also applies to the charging of all cash outlays and other expenses.

If the client defaults on payment, statutory default interest applies at the rate applicable to business transactions. For consumers, the statutory default interest rate currently in force applies. In addition, in the event of late payment, the client undertakes to reimburse the agency for reminder and debt collection costs to the extent necessary for the appropriate pursuit of its claims. This includes, in all cases, a flat fee of EUR 40 to cover recovery costs pursuant to § 458 UGB. This does not affect the assertion of further rights and claims.

If the client is in default of payment, the agency is entitled to declare all services and partial services under other contracts concluded with the client immediately due for payment.

The agency is not obliged to provide further services before the outstanding amount has been paid. The obligation to pay the fee remains unaffected.

Where payment in installments has been agreed, the agency reserves the right to demand immediate payment of the entire outstanding balance if installments or ancillary amounts are not paid on time (acceleration of payment).

The client is not entitled to offset their own claims against claims of the agency.

11. Copyright and ownership rights

All services provided by the agency, including those from presentations (e.g. suggestions, sketches, ideas, preliminary designs, final artwork, rough sketches, concepts, slides, negatives, etc.), including individual parts thereof, remain the property of the agency, as do individual workpieces and original designs, and may be reclaimed by the agency at any time, in particular upon termination of the contractual relationship. Upon payment of the fee, the client acquires the right to use the services for the agreed purpose. Unless expressly agreed otherwise, the client may use the agency’s services exclusively in Austria. In all cases, the acquisition of rights of use and exploitation in the agency’s services is conditional upon full payment of the fee invoiced by the agency for those services. If the client uses the agency’s services before that time, such use is based on a loan arrangement that may be revoked at any time.

Changes to or adaptations of the Agency’s work, in particular its further development by the Client or third parties acting on the Client’s behalf, are permitted only with the express consent of the Agency and, where the work is protected by copyright, of the author.

Any use of the agency’s services beyond the originally agreed purpose and scope of use requires the agency’s consent, regardless of whether those services are protected by copyright. The agency and the author are entitled to separate, appropriate remuneration for such use.

The exploitation of the agency’s services or of advertising materials for which the agency has developed conceptual or design templates requires the agency’s consent even after termination of the contract, regardless of whether the service is protected by copyright.

For uses pursuant to clause 12, paragraph four, the Agency is entitled, in the 1st year after the end of the contract, to the full Agency remuneration agreed in the expired contract. In the 2nd and 3rd years after expiry of the contract, it is entitled to only half and one quarter, respectively, of the contractually agreed remuneration. From the 4th year after the end of the contract, no further Agency remuneration is payable.

For any unlawful use, the Client is liable to the Agency for twice the appropriate fee for that use.

12. Attribution

The Agency is entitled to identify itself and, where applicable, the author on all advertising materials and in all advertising measures, without the Client being entitled to any remuneration for this.

Subject to the Client’s written withdrawal at any time, the Agency is entitled to refer to the existing or former business relationship with the Client by name and company logo in its own advertising materials, in particular on its website (reference).

13. Warranty and performance

The client must report any defects in writing, describing the defect, immediately and in any case within eight days of delivery or performance by the agency; hidden defects must be reported within eight days of becoming identifiable. Otherwise, the service is deemed approved. In this case, warranty and compensation claims, as well as the right to challenge the contract on grounds of mistake relating to defects, are excluded.

In the event of a justified and timely notice of defects, the client is entitled to rectification or replacement of the delivery or service by the agency, provided that the defects are not insignificant. Colour variations in repeat orders are not considered a significant defect. The agency will remedy the defects within a reasonable period, and the client must enable the agency to take all measures necessary to investigate and remedy the defects. The agency is entitled to refuse rectification of the service if this is impossible or would involve disproportionate expense for the agency. In this case, the client is entitled to the statutory rights of rescission or price reduction. In the event of rectification, the client is responsible for sending the defective physical item at its own expense.

The client has no further claims; in particular, the contractor is not liable for any travel and accommodation costs, third-party costs, lost profits or consequential damage.

The client is also responsible for checking the legal permissibility of the services, particularly under competition, trademark, copyright, and administrative law. The client agrees that the agency is only required to conduct a preliminary review of legal permissibility. In cases of slight negligence, or after fulfilling any duty to warn the client, the agency is not liable for the legal permissibility of content specified or approved by the client.

The warranty period is three months from delivery or performance, unless other consumer protection provisions apply. The right of recourse against the Agency under § 933b(1) ABGB expires one year after delivery or performance. The Client has no right to withhold payments on the basis of complaints. The presumption rule under § 924 ABGB is excluded.

The client bears the risk for all circumstances outside the contractor’s control, such as weather conditions for outdoor shoots, timely provision of products and props, models becoming unavailable, travel disruptions, etc.

14. Liability and product liability

In cases of slight negligence, the liability of the Agency and its employees, contractors or other persons engaged in performing its obligations for damage to the Client’s property or financial loss is excluded, regardless of whether this involves direct or indirect damage, lost profit, consequential damage caused by defects, damage arising from delay, impossibility of performance, positive breach of contract, fault in the conclusion of the contract, or defective or incomplete performance. The injured party bears the burden of proving gross negligence.

Any liability of the Agency for claims brought against the Client on the basis of services provided by the Agency, such as advertising measures, is expressly excluded if the Agency has fulfilled its duty to inform or such a duty was not recognisable to it; slight negligence does not affect this exclusion. In particular, the Agency is not liable for the Client’s own legal fees, court costs or the costs of publishing judgments, or for any claims for damages or other third-party claims. The Client shall indemnify and hold the Agency harmless in this respect.

The client’s warranty claims become time-barred six months after the client becomes aware of the damage, but in any event three years after the agency’s infringing act. Compensation claims are limited in amount to the net order value.

15. Data protection

The client consents to the automated collection, storage, and processing of their contact details, such as company/name, occupation, date of birth, commercial register number, contact person, powers of representation, business address and other client addresses, fax number, telephone number, email address, credit card details, bank details, and VAT identification number, for the purposes of contract performance and client support, as well as for the agency’s own advertising purposes, for example sending offers, advertising brochures, and newsletters (in paper and electronic form), and for referring to the existing or former business relationship with the client (client reference).

This consent may be withdrawn at any time in writing by email, fax or letter to the contact details provided at the beginning of these General Terms and Conditions.

The client agrees to receive messages for advertising purposes within the meaning of Section 107 of the Telecommunications Act (TKG) from the agency or companies commissioned by the agency. The client may revoke this consent at any time.

In our Privacy Policy you can find further information about data processing by the Agency.

16. Place of performance, jurisdiction, and governing law

The place of performance is the agency’s registered office. In the event of shipment, risk passes to the client as soon as the agency hands the goods over to the transport company it has selected.

The court with subject-matter jurisdiction at the agency’s registered office is agreed as the exclusive place of jurisdiction for all legal disputes arising between the agency and the client in connection with this contractual relationship.

This contract is governed by Austrian substantive law, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods.

If individual provisions of this contract are or become legally ineffective, invalid and/or void over time, this does not affect the legal effectiveness and validity of the remaining provisions. In such a case, the contracting parties undertake to replace the legally ineffective, invalid and/or void provision with a legally effective and valid provision that corresponds to the economic effect of the replaced provision as far as possible and legally permissible.

With regard to all disputes or claims arising out of or in connection with this contract, including disputes concerning its validity, breach, termination or nullity, the parties agree to discuss conducting proceedings under the Mediation Rules (“Vienna Mediation Rules”) of the Vienna International Arbitral Centre of the Austrian Federal Economic Chamber (VIAC).

17. Final provisions

All legally binding declarations under this agreement must be made in writing to the address most recently communicated in writing by the other contracting party. Declarations sent to the last address communicated in writing are deemed to have been received by the respective contracting party.

Individual rights and obligations under these Terms and Conditions and the contract may only be assigned with the other contracting party’s express written consent