Terms and Conditions

Terms and Conditions for WordPress Services between Dominik Liss, Leopoldauer Straße 68A/8/8, 1210 Vienna, Austria, hereinafter referred to as “Service Provider,” and the service recipient, hereinafter referred to as “Customer.”

Scope

These General Terms and Conditions also apply to all future contractual relationships, even if this is not expressly stated in additional contracts.

Contrary General Terms and Conditions of the Customer are invalid unless expressly accepted in writing by the Service Provider.

Price lists are subject to possible changes, errors, and printing mistakes.

By accepting the customer’s declaration of contract, the contractual basis is acknowledged. These apply to all future contracts, even if not expressly agreed upon again. In addition, the contractual basis is valid for changes made to the contract after its conclusion.

In the event that individual provisions of these General Terms and Conditions are or become invalid, this does not affect the validity of the remaining provisions and contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

Scope of Services / Substitution

The scope of a specific service is contractually agreed upon on a case-by-case basis.

The Service Provider is entitled to have the tasks assigned to him/her performed in whole or in part by third parties. The payment of the third party is exclusively made by the Service Provider. There is no direct contractual relationship of any kind between the third party and the Customer.

The Customer undertakes not to enter into any kind of business relationship with persons or companies used by the Service Provider to fulfill its contractual obligations, during and for a period of three years after the termination of this contractual relationship. In particular, the Customer will not engage these individuals and companies for services similar to those offered by the Service Provider.

The proposed schedule by the Service Provider is merely for rough orientation for the planned completion of services or partial services. It is possible that the actual completion time of services or partial services may deviate from this. In the event of a delay of no more than 14 days, the Customer is not entitled to make claims, especially for delay.

Acceptance of Services/Partial Services

If the services and partial services of the Service Provider include the creation of a work (for example, the programming of a WordPress plugin), the work will be offered for acceptance by the Customer upon completion by the Service Provider.

The Customer undertakes to accept the work offered for acceptance by the Service Provider and to confirm acceptance in writing upon request.

If the Customer unjustifiably refuses the properly offered acceptance, the work will be considered accepted. This also applies if the Customer does not respond to the acceptance offer within 14 days.

Upon acceptance, the work will be transferred to the Customer. At this point, the service obligation of the Service Provider is considered fulfilled. From this point on, the Customer bears the risk of accidental loss.

If the work consists of several partial services, the Service Provider has the right to demand acceptance of each partial service.

The Service Provider is entitled, but not obliged, to issue partial invoices in the event of partial acceptances. If the Customer is more than 7 days overdue with payment of a partial invoice, the Service Provider is entitled to refuse further service provision until the partial invoice is settled. Furthermore, the Service Provider reserves the right to withdraw from the contract after setting or granting an additional deadline of at least another 7 days, while retaining the claim to remuneration for the entire work.

The unconditional payment of a partial invoice shall in any case be deemed acceptance of the corresponding partial service.

If the Customer unjustifiably refuses acceptance of a partial service, the Service Provider is entitled to refuse further service provision while retaining the claim to remuneration for the entire work. This provision also applies if the Customer does not respond to the request for acceptance of a partial service within 14 days. Furthermore, in such a case, after setting or granting an additional deadline of at least another 14 days, the Service Provider is entitled to withdraw from the contract while retaining the claim to remuneration for the entire work.

In the case of partial services, a final acceptance of the entire work according to the above points must be carried out after the provision of the last partial service, and the final invoice must be prepared.

If the Customer is more than 7 days overdue with payment of the invoice – or in the case of partial acceptances, the final invoice – the Service Provider is entitled to prevent the productive use of the work provided without further warning or threat, provided that the Service Provider has the technical permissions to do so. Upon full payment, the work will be immediately released for productive use.

Customer’s Duty to Inform / Declaration of Completeness

The Customer shall ensure that the organizational framework conditions at their place of business allow for undisturbed work conducive to the rapid progress of the service delivery process.

The Customer shall comprehensively inform the Service Provider about any previous or ongoing services, including those in other fields.

The Customer shall ensure that all necessary documents for the fulfillment and execution of the service assignment are submitted to the Service Provider in a timely manner, without the Service Provider’s specific request, and that the Service Provider is informed of all processes and circumstances relevant to the execution of the service assignment. This also applies to all documents, processes, and circumstances that become known to the Consultant during their activity.

The Customer shall ensure that their employees and the legally required and, if necessary, established employee representation (works council) are informed of this before the Service Provider’s activity begins.

Feedback and Provision of Content: The Customer undertakes in particular to provide feedback on drafts, partial services, questions, etc. within a reasonable period, but in no case longer than 4 weeks, and to provide content such as images, texts, graphics, logos, tables, etc., and other information such as necessary access data.

Violation of Participation Obligations: In the event of a violation of the Customer’s participation obligations, the Service Provider has the right to withdraw after setting a deadline of at least 4 weeks while retaining the full claim to remuneration.

Responsibility for Provided Content: The Customer is solely responsible for the content provided by them. They hold the Service Provider fully indemnified against any claims by third parties, especially for violations of copyright, usage, or personality rights. The Service Provider is not obliged to examine the content in this regard.

Rejection of Dubious Content: If the Service Provider considers the content provided by the Customer to be dubious, especially due to suspected violations of copyright, usage, or personality rights, or suspected other illegal or unethical behavior, the Service Provider has the right not to include this content and to otherwise fulfill the work as agreed. The Service Provider may, at its own discretion, also withdraw from the contract with immediate effect and demand pro rata payment for work performed.

Indemnification from Liabilities: The Customer indemnifies the Service Provider from all liabilities, costs, and expenses arising from a breach of legal or contractual obligations, including but not limited to claims arising from published data, private complaints of libel or defamation, media law claims or torts, proceedings under copyright law, trademark law, unfair competition law, or under the offenses of defamation or credit impairment.

Designation of a Contact Person: The Customer shall designate a knowledgeable and authorized contact person for the entire specified project duration, who can provide binding information and instructions for the Customer in case of inquiries.

Securing Independence

The contracting parties undertake to mutual loyalty.

The contracting parties mutually undertake to take all measures that are suitable to prevent endangering the independence of the third parties commissioned and employees of the service provider. This applies in particular to offers from the customer for employment or the assumption of contracts on their own account.

Reporting / Reporting Obligation

The service provider undertakes to report to the customer on their work, that of their employees, and, if applicable, that of commissioned third parties, according to the progress of work.

The final report will be provided to the customer in a timely manner, i.e., two to four weeks, depending on the nature and scope of the assignment, after the completion of the task.

The service provider is free from instructions in the production of the agreed-upon work, acts at their own discretion and responsibility. They are not bound to a specific place of work or working hours.

Change Requests, Subsequent Adjustments, and Additions

Customer change requests may potentially incur additional costs. The service provider will inform the customer of the associated costs and the impact on the schedule upon request for a change request. Change requests must be made in writing.

If the customer wishes for subsequent changes and/or additions to the content or the integration of additional tools, etc., which deviate from the agreed-upon services or are to be carried out after partial acceptance, such changes must be separately and in writing agreed upon. Any associated extra effort will be invoiced separately.

Protection of Intellectual Property

The copyrights to the works created by the service provider, their employees, and commissioned third parties (especially offers, reports, analyses, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the service provider. They may be used by the customer exclusively for the purposes covered by the contract during and after the termination of the contractual relationship. The customer is not entitled to reproduce and/or distribute the work (works) without the express consent of the service provider. Under no circumstances does an unauthorized reproduction/distribution of the work result in liability of the service provider – especially for the accuracy of the work – towards third parties.

The customer’s violation of these provisions entitles the service provider to immediate premature termination of the contractual relationship and to assert other legal claims, especially for injunction and/or damages.

The service provider has the right to refer to the services provided to the customer for self-promotion. This includes, in particular, the right to mention the project on the service provider’s own website and in online content, as well as in presentations, and to publish illustrations (e.g., screenshots), video recordings, and descriptions.

In addition, the service provider is entitled to list the customer in their own reference list (even after the end of the cooperation).

Warranty

Defects must be reported by the customer immediately, but no later than within one week, in writing.

The risk of the defect notification reaching the service provider lies with the customer.

In the event of a breach of the duty to give notice of defects, the customer also loses claims for damages due to consequential defects.

Defects are to be remedied by the service provider at their choice through improvement, replacement, or price reduction.

For defects attributable to incorrect or inaccurate instructions from the customer, warranty or liability is excluded.

Regardless of fault, the service provider is entitled and obliged to rectify any inaccuracies and defects in their performance within the framework of statutory warranty. They will promptly inform the customer thereof.

This customer claim expires six months after the respective service is provided.

Warranty claims regarding open-source software used by the service provider are expressly excluded. The service provider assumes no responsibility for limitations arising from the use of open-source software and is not obligated to provide or implement solutions for such limitations.

The service provider does not warrant the functionality of programs, plugins, and products from external manufacturers or suppliers. In particular, the service provider is not obligated to stand up for any restrictions or remedy defects. Hereby, the service provider assigns its warranty and damages claims against the respective external manufacturer or supplier to the customer. The customer accepts this assignment by accepting these General Terms and Conditions.

In the event of the invalidity of the exclusion of warranty for the functionality of programs, plugins, and products from external manufacturers or suppliers, the service provider is initially only obliged, in the event of the defectiveness of modules from external manufacturers or suppliers, to contact the external manufacturer or supplier at the customer’s request and request the defect to be remedied. Should an improvement not take place within a reasonable period of at least 4 weeks, the customer can only demand a price reduction from the service provider. The service provider’s obligation to remedy the defect itself is excluded in any case.

As soon as the customer or third parties attributable to them make interventions in the work or carry out changes after acceptance, any warranty claims of the customer expire.

The customer bears the burden of proof that the defect already existed at the time of delivery.

Liability / Damages

The service provider is liable to the customer for damages – except for personal injury – only in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damages attributable to third parties engaged by the service provider.

Claims for damages by the custoner can only be asserted in court within six months of becoming aware of the damage and the tortfeasor, but no later than three years after the event giving rise to the claim.

The customer must prove in each case that the damage is attributable to the fault of the service provider.

If the service provider provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the service provider assigns these claims to the customer. In this case, the customer will primarily hold these third parties liable.

Claims for damages in relation to open-source software used by the service provider are in any case excluded.

The service provider is not liable in particular for damages and loss of profit in online shops if the damage is attributable to the open-source software used by the service provider.

The service provider is in any case not liable for damages attributable to modules from external manufacturers or suppliers.

The service provider’s liability for each damage event is capped at a maximum of the contract sum. This limitation applies to each event causing damage to the entirety of the injured parties. The assertion of damages exceeding this limit is inadmissible.

The service provider’s liability for content provided by the customer is excluded.

The service provider is not liable for the content, accuracy, or completeness of transmitted data. No liability is assumed for data loss.

Force Majeure

The service provider is released from the obligation to perform to the extent that performance is rendered impossible by force majeure, war, strike, lockout, or other circumstances beyond the control of the service provider. In this case, the service provider will promptly inform the customer.

Hosting

Hosting on Third-Party Servers: If hosting is included in the services provided by the service provider, the service provider will – unless otherwise agreed – conduct hosting on third-party servers.

Payment Default: If the customer fails to settle the fee for hosting within 2 months after invoicing, the service provider reserves the right to terminate the hosting contract immediately without further conditions.

Contract Duration and Termination: Web hosting contracts have a duration of one year and can be terminated by either party at the end of the contract term with a notice period of two months. In the absence of timely termination, the contractual relationship automatically extends for another year.

Availability and Liability: The service provider has no control over the availability of the Internet outside of its own sphere of influence. Works created by the service provider are hosted by third-party providers who are solely responsible for availability. The service provider disclaims any liability for the actual availability of the works created by the service provider and indemnifies the customer from all corresponding claims.

Security and Network Integrity: If the security of network operations or network integrity is compromised, the service provider reserves the right to temporarily restrict access to the services as required.

Exclusion of Liability for Misuse: The service provider assumes no responsibility for damages that may occur to the customer due to misuse of connections (including virus damage).

Domain Services

Domain Registration and Payment Default: If the domain registered for a customer is invoiced through the service provider, and the customer fails to settle the fee for the domain within 2 months after invoicing, the service provider reserves the right to terminate the customer’s domain without further conditions. The service provider is expressly authorized by the customer to issue the termination. The customer will fully reimburse the service provider for any resulting expenses and damages.

The right to terminate the customer’s domain also applies if the service provider is not registered as the domain holder but only as the admin for the domain.

Legal Examination Obligation: The service provider is not obligated to examine the legal admissibility of the domain (especially in terms of name, trademark, or competition law). The customer holds the service provider fully harmless in this regard.

Termination by the Customer: The customer is entitled to terminate the domain at the end of the contract term with a notice period of two months. In the absence of timely termination, the contractual relationship automatically extends for another year.

Renewed Annual Fees for the Customer’s Domain (which may arise, for example, from a domain transfer) will be fully covered by the customer.

Maintenance

If the services of the service provider include maintenance work or similar, the service provider is not obligated to adhere to a specific response time unless specific response times are agreed upon in detail.

Monthly maintenance packages can be exchanged, paused, or terminated on a monthly basis. There is no notice period for maintenance contracts. When pausing or terminating a maintenance contract, the purchased service ends at the end of the month. Partial months cannot be refunded. The price difference when exchanging a maintenance contract will be invoiced or credited immediately after the tariff exchange.

Consulting & Workshops

If consulting or workshops are included in the services provided by the service provider, the service provider may record and transcribe these consultation or workshop sessions. Both the recordings and transcripts will be provided to the customer. The recordings and transcribed texts will not be published. Third-party tools and services may be used for recording and transcribing.

The customer has the right to prohibit recording and transcribing. The consulting sessions, however, will always be conducted using a third-party service such as Riverside or Zoom.

The recordings and transcriptions resulting from the consultation or workshop sessions may be used to train a private AI model. Beforehand, all personal data as well as business and trade secrets will be removed from the recordings and transcribed texts. Thus, the data used for training the AI model will be anonymized. Text-based messages such as emails or Slack messages can also be used for training the private AI model. These will be anonymized as well.

Cross-Browser Compatibility

Where the services of the service provider include the creation of publicly accessible applications and websites accessible via a web browser, compatibility with those web browsers which have a market share of at least 5% at the time of the offer is aimed for, to the extent possible due to the technology used.

Certain browsers may be excluded from the service provider’s offer.

For non-publicly accessible applications and websites (for example, applications that are only operable with a user login) or for company internal tools accessible via a web browser, compatibility with web browsers will be defined in writing in the offer.

Confidentiality / Data Protection

The service provider undertakes to maintain absolute confidentiality regarding all business matters brought to their attention, particularly business and trade secrets as well as any information they receive about the nature, scope, and practical activities of the customer.

Furthermore, the service provider undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to their attention in connection with the creation of the work, especially regarding the data of the customer’s clients.

The service provider is released from the obligation of confidentiality towards any assistants and representatives they employ. However, they are fully responsible for ensuring that these assistants and representatives also comply with the confidentiality obligation and are liable for any breaches of confidentiality by them as if they were their own.

The obligation of confidentiality extends indefinitely beyond the termination of this contractual relationship. Exceptions exist in the case of legally prescribed obligations to testify.

The service provider is entitled to process personal data entrusted to them within the scope of the purpose of the contractual relationship. The customer ensures that all necessary measures, especially those required by data protection law, such as consent declarations from the data subjects, have been taken for this purpose.

Remuneration and Payment

Obligation to pay: The service provider is entitled to the agreed remuneration for their services. In the absence of a specific agreement on remuneration, a reasonable fee applies.

Price adjustments: The service provider is entitled to pass on price increases for purchased services, especially for domains, plugins, and service licenses, to the customer between contract conclusion and service provision. The service provider will inform the customer in a timely manner about such price increases. The customer has the opportunity to withdraw from the contract by written declaration within 7 days of receiving the notification. If no written withdrawal is made within this period, the price increase is deemed accepted.

Changes to remuneration and scope of services: Any changes to the remuneration and scope of services require the customer’s consent. Such changes become effective two months after notification to the customer unless the customer objects in writing. The service provider will inform the customer of the desired change in the notification and indicate that their silence will be considered as consent. In the event of an objection, the previous regulations will continue to apply; however, the service provider reserves the right to terminate the contract with immediate effect.

Cost overrun: In the event of a cost overrun compared to the amount stated in the offer, the service provider will inform the customer in a timely manner and obtain their consent. If consent is not given within 14 days, the service provider is nevertheless entitled to charge for the unavoidable additional effort, unless it was caused by the service provider.

Advance payment: The service provider reserves the right to invoice an advance payment of a reasonable amount (usually 40 percent of the total order volume) upon order placement. Service provision will only commence after the advance payment has been made in full.

Value added tax: Unless otherwise stated, the remuneration and all prices listed in price lists are understood to be plus statutory value added tax.

Due date of remuneration: The remuneration is due for payment within 10 days of invoicing.

Payment without deduction: Invoices are payable without any deduction and free of charges.

Costs of reminders and legal action: Reminder fees as well as the costs (including extrajudicial) of legal intervention necessary for appropriate legal action are borne by the customer.

Upon completion of the agreed work, the service provider will receive remuneration according to the agreement between the customer and the service provider. The service provider is entitled to interim billing and to request corresponding advances according to the progress of the work. The remuneration is due upon invoicing by the service provider.

The service provider will issue an invoice with all legally required features, entitling the customer to deduct input tax.

Incurred cash expenses, expenses, travel costs, etc., are to be reimbursed by the customer upon invoicing by the service provider.

If the execution of the agreed work is not carried out for reasons attributable to the customer or due to a justified premature termination of the contractual relationship by the service provider, the service provider retains the right to payment of the entire agreed remuneration minus saved expenses. In the case of an hourly rate agreement, the remuneration for the expected number of hours for the entire agreed work, minus the saved expenses, is to be paid. The saved expenses are agreed upon at a flat rate of 30 percent of the remuneration for those services that the service provider has not yet provided until the termination of the contractual relationship.

In the event of non-payment of interim invoices, the service provider is relieved of their obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

Electronic Invoicing

The service provider is entitled to transmit invoices to the customer in electronic form. The customer expressly agrees to receive invoices in electronic form from the service provider.

Contract Duration

This contract generally ends upon completion of the project and the corresponding invoicing.

Nevertheless, the contract can be terminated at any time for important reasons by either party without observing a notice period. An important reason includes:

  • If one party breaches essential contractual obligations, or
  • If one party defaults on payment after the initiation of insolvency proceedings, or
  • If legitimate concerns regarding the creditworthiness of a party, for which no insolvency proceedings have been opened, exist, and upon request of the service provider, the party does not make advance payments or provide adequate security before the service is rendered, and the poor financial circumstances of the other party were not known at the time of contract conclusion.

Final Provisions

The contracting parties confirm that all information in the contract has been provided diligently and truthfully and commit to promptly informing each other of any changes.

Changes to the contract and these terms and conditions require written form; likewise, any departure from this formal requirement. Oral side agreements do not exist.

This contract is governed by substantive Austrian law, excluding the referral norms of international private law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the location of the service provider’s professional establishment. Disputes shall be settled by the court at the service provider’s place of business.