General Terms and Conditions of gravgrav

This document contains three parts:

PART A – General Provisions (Platform, Content & Transparency)
applies to all visitors and users of gravgrav.cc

PART B – Membership, Events & Community (B2C)
applies to individual members of the "gravgrav Collective – Verein zur
Förderung nachhaltiger europäischer Radkultur" (ZVR: 1144673493)

PART C – Agency Services (B2B)
applies to business customers of "gravgrav" Max Riese (marketing agency
services)

Operators:

gravgrav Collective – Association for the Promotion of Sustainable
European Cycling Culture (Verein)
ZVR-Zahl: 1144673493
Halleiner Landesstraße 28/Top 3, 5061 Elsbethen, AUSTRIA
[email protected]
(hereinafter "Verein" or "Association")

"gravgrav" Max Riese (Agency)
Halleiner Landesstraße 28/Top 3, 5061 Elsbethen, AUSTRIA
[email protected]
(hereinafter "Agency")

Table of Contents

PART A – GENERAL PROVISIONS

• A.1 Scope and Relationship Between Operators
• A.2 Content Sources and Transparency
• A.3 User-Generated Content and Licensing
• A.4 Notice and Takedown
• A.5 Social Media Channels
• A.6 Data Protection
• A.7 Applicable Law

PART B – MEMBERSHIP, EVENTS & COMMUNITY (B2C)

• B.1 Applicability
• B.2 Conclusion of Membership Contract
• B.3 Membership Fees and Billing (Stripe)
• B.4 Right of Withdrawal (14 Days)
• B.5 Termination and Cancellation
• B.6 Events
• B.7 Merchandise and Other Offerings
• B.8 Warranty and Liability (Consumer)
• B.9 Jurisdiction and Applicable Law

PART C – AGENCY SERVICES (B2B)

• 1. Applicability; Conclusion of contract
• 2. Social Media Channels
• 3. Protection of Concepts and Ideas
• 4. Scope of services; Order processing; Customer's duties to co-operate
• 5. External services; Commissioning of third parties
• 6. Deadlines
• 7. Early termination
• 8. Fees
• 9. Payment; Retention of title
• 10. Title and copyright
• 11. Identification marks
• 12. Warranty
• 13. Liability and product liability
• 14. Data protection
• 15. Applicable law
• 16. Place of performance and place of jurisdiction

PART A – GENERAL PROVISIONS

A.1 Scope and Relationship Between Operators

A.1.1 The platform gravgrav.cc ("Platform") is operated by the gravgrav
Collective – Association for the Promotion of Sustainable European Cycling
Culture, ZVR-Zahl 1144673493 ("Verein"), a non-profit association under
Austrian law.

A.1.2 Certain technical infrastructure, design and development services for
the Platform are provided by "gravgrav" Max Riese ("Agency") to the
Verein under a separate service arrangement. The Agency is not the operator
of the Platform and is not a party to membership, event or community
contracts, unless expressly stated otherwise.

A.1.3 The Agency separately offers commercial marketing services to
business customers (tourism boards, brands, and other B2B clients). These
services are governed exclusively by Part C of these Terms. Content
resulting from such commissioned work that is published on the Platform
will be marked as such (see A.2).

A.1.4 Where content or an offering on the Platform is provided by the
Verein, Part A and Part B apply. Where content or an offering is
provided by the Agency in its capacity as a commercial service provider,
Part A and Part C apply. Each piece of content and each offering will
indicate which entity is responsible for it.

A.2 Content Sources and Transparency

A.2.1 Content on the Platform originates from multiple sources:

(a) contributions from the community and general public (see A.3);

(b) editorial content produced by the Verein;

(c) commercial content produced by the Agency, including content
commissioned or co-financed by tourism boards, brands, or public bodies
(including co-financing by the European Union);

(d) content that is financially supported, supported in kind (e.g.
products, travel, accommodation), or that includes affiliate links,
product placement, or individual sponsorship of authors.

A.2.2 Content falling under A.2.1(c) and (d) will be clearly and visibly
marked as such at the point of publication (e.g. "Sponsored", "Supported
by [Brand]", "Affiliate Link", "Co-financed by the European Union", or
comparable labelling), in accordance with applicable Austrian and EU rules
on the transparency of commercial communication (including the Austrian
Mediengesetz and the Austrian UWG).

A.2.3 The general principle of transparency applies to all content:
readers will always be able to identify whether content is independent
editorial/community content or content that is commercially motivated,
financially supported, or affiliated. Specific labelling wording may vary
depending on the nature of the support and is chosen to give readers a
clear and accurate understanding in each individual case.

A.3 User-Generated Content and Licensing

A.3.1 Users and community members may submit content to the Platform,
including but not limited to routes, ride reports, photos, text
contributions, and reviews ("Contributions").

A.3.2 By submitting a Contribution, the contributor grants the Verein a
non-exclusive, royalty-free, worldwide licence to publish, reproduce,
edit (e.g. for length, format, or house style), and display the
Contribution on the Platform and in connection with promoting the Platform
(including social media channels operated by the Verein), for as long as
the Contribution remains published. The contributor retains copyright in
their Contribution.

A.3.3 Contributors will be credited by default via attribution (author
name/handle), a link to their profile or external page as provided by
them, and an author profile page on the Platform, unless otherwise agreed
or unless the contributor requests anonymity.

A.3.4 Contributors warrant that they hold all necessary rights to the
Contribution (including third-party rights depicted therein, e.g. persons,
locations, brands) and that publication does not infringe the rights of
any third party. Contributors indemnify the Verein against third-party
claims arising from a breach of this warranty, to the extent permitted by
law.

A.3.5 The Verein reserves the right to decline publication of, edit, or
remove Contributions that violate these Terms, applicable law, or the
Platform's community standards.

A.4 Notice and Takedown

A.4.1 If a user or third party believes that content on the Platform
infringes their rights (e.g. copyright, personality rights, trademark
rights) or otherwise violates applicable law, they may notify the Verein
at [email protected], describing the content in question and the
nature of the alleged infringement.

A.4.2 The Verein will review such notices without undue delay and, where
the notice is well-founded, will remove or disable access to the content
in question. Where feasible, the affected contributor will be informed and
given an opportunity to respond before final action is taken, unless the
severity of the alleged infringement requires immediate action.

A.4.3 This procedure is without prejudice to the Verein's obligations and
rights under the EU Digital Services Act and other applicable law, and
without prejudice to any other legal remedies available to the notifying
party or the affected contributor.

A.5 Social Media Channels

Before content is published on third-party "social media channels" (e.g.
Meta platforms; "Providers"), it is pointed out that Providers, under
their own terms of use, reserve the right to reject or remove content for
any reason. Providers are not obliged to forward content to users.
Accordingly, there is a risk — which cannot be calculated or controlled by
the Verein or the Agency — that content or promotional appearances may be
removed without cause, or in response to complaints from other users, with
restoration of the original state potentially taking time. The Verein and
the Agency operate on the basis of the Providers' terms of use, on which
they have no influence, and cannot guarantee permanent availability of any
content or campaign on third-party platforms.

A.6 Data Protection

Personal data of users, members, and contributors (e.g. name, contact
details, billing information processed via Stripe, business details where
applicable) is collected, stored and processed electronically for the
purposes of operating the Platform, performing contracts (membership,
events), and — where separately consented to — for sending information,
newsletters, or promotional communications. Details are set out in the
Verein's and, where applicable, the Agency's separate Privacy Policy,
published on the Platform, in accordance with the GDPR. Consent to receive
promotional communications may be revoked at any time in writing (e-mail,
post) to the contact details in the header of these Terms, or via the
unsubscribe mechanism provided in such communications.

A.7 Applicable Law

Unless otherwise specified in Part B or Part C, Austrian substantive law
applies to all legal relationships arising from the use of the Platform,
excluding its conflict-of-laws rules and the UN Convention on Contracts for
the International Sale of Goods (CISG). Mandatory consumer-protection
provisions of the consumer's habitual residence remain unaffected where
applicable.

PART B – MEMBERSHIP, EVENTS & COMMUNITY (B2C)

B.1 Applicability

B.1.1 Part B applies to all contracts between the Verein and
individual members or event participants, regardless of whether they
act as consumers or in the course of their trade or profession, unless
expressly stated otherwise. Where the member is a consumer within the
meaning of the Austrian Konsumentenschutzgesetz (KSchG), mandatory
consumer-protection provisions take precedence over any conflicting clause
in these Terms.

B.1.2 Part A applies in addition to Part B.

B.2 Conclusion of Membership Contract

B.2.1 Membership is concluded by completing the registration and payment
process on the Platform, including the subscription checkout provided via
Stripe. The membership contract is concluded upon confirmation of
successful payment or successful subscription setup by the Verein.

B.2.2 Membership grants access to the benefits described on the Platform at
the time of signup (e.g. community access, event discounts, brand/partner
discounts, other member benefits). The scope of benefits may be updated
from time to time; members will be informed of material changes to core
benefits with reasonable notice.

B.3 Membership Fees and Billing (Stripe)

B.3.1 Membership is billed as a recurring annual subscription via
Stripe, and renews automatically at the end of each membership period
unless cancelled in accordance with B.5.

B.3.2 Members can manage, update payment details for, and cancel their
subscription at any time via the Stripe customer portal, accessible
through the Platform or via a link provided in billing communications.

B.3.3 All fees are quoted in EUR and, where applicable, include statutory
VAT.

B.4 Right of Withdrawal (14 Days)

B.4.1 Consumers have the statutory right to withdraw from the membership
contract within 14 days of conclusion of the contract, without giving
reasons, in accordance with the Austrian Fern- und
Auswärtsgeschäfte-Gesetz (FAGG).

B.4.2 To exercise the right of withdrawal, the member must inform the
Verein of their decision by an unambiguous statement (e.g. e-mail to
[email protected]). A model withdrawal form will be made available on the
Platform and provided together with the confirmation of membership.

B.4.3 Exception: If, during the withdrawal period, the member has
already made use of member-exclusive paid benefits (e.g. event discounts,
brand/partner discounts, or other services that are conditional on active
membership and represent a distinct financial value), the right of
withdrawal is deemed exercised with respect to the membership as a whole,
but the Verein is entitled to charge a proportionate amount
corresponding to the value of the benefits already used, in accordance
with Section 16 FAGG. This amount will be calculated based on the market
value of the benefit(s) used and deducted from any reimbursement owed.

B.4.4 The right of withdrawal does not apply to event bookings once the
event has taken place, or to individual services already fully performed
with the member's express consent and acknowledgement of loss of the
withdrawal right prior to full performance.

B.5 Termination and Cancellation

B.5.1 Membership may be cancelled at any time via the Stripe customer
portal or by written notice to the Verein. Cancellation takes effect at the
end of the current, already-paid membership period; there is no
pro-rata refund for the remaining period, without prejudice to statutory
withdrawal rights under B.4.

B.5.2 The Verein may terminate a membership for cause with immediate
effect, in particular in the event of a material breach of these Terms
(e.g. misuse of the Platform, abusive behaviour towards other members or
contributors, fraudulent use of member benefits) after a warning has been
issued where reasonably possible.

B.6 Events

B.6.1 Events (e.g. rides, gatherings, workshops) are organised by the
Verein. Event-specific terms (e.g. participation fees, cancellation
conditions, liability waivers for physical activity) will be communicated
separately at the time of booking and take precedence over these Terms in
case of conflict for that specific event.

B.6.2 Participants are responsible for assessing their own fitness and
suitability to participate in physical activities offered as part of an
event. The Verein recommends participants hold adequate personal and
health/accident insurance.

B.6.3 Should events in the future be organised, in whole or in part, by the
Agency or third parties rather than the Verein, this will be disclosed at
the time of booking, and the relevant contractual terms (B2B or otherwise)
will apply accordingly.

B.7 Merchandise and Other Offerings

Merchandise and other future offerings by the Verein (e.g. physical
products, digital products) will be subject to these Terms and any
additional product-specific terms communicated at the point of sale,
including statutory consumer rights (e.g. withdrawal rights for goods
under FAGG, where applicable, subject to statutory exceptions such as
customised/personalised goods).

B.8 Warranty and Liability (Consumer)

B.8.1 Statutory warranty rights apply. The statutory warranty period is not
shortened by these Terms where the member is a consumer.

B.8.2 The Verein is liable for damages in accordance with statutory
provisions. Limitations of liability for slight negligence as set out in
Part C do not apply to consumers under Part B, except to the extent
permitted by mandatory consumer-protection law.

B.8.3 Nothing in these Terms limits or excludes liability for death,
personal injury, or damage caused by gross negligence or wilful intent, or
any other liability that cannot be excluded under mandatory Austrian
consumer-protection law.

B.9 Jurisdiction and Applicable Law

B.9.1 Austrian substantive law applies, excluding conflict-of-laws rules
and the CISG. Where the member is a consumer habitually resident in
another EU member state, mandatory consumer-protection provisions of that
state remain applicable in accordance with EU law.

B.9.2 For consumers, the statutory rules on jurisdiction apply; in
particular, consumers may be sued only in the courts of their place of
residence, and consumers may bring claims against the Verein either at the
Verein's registered office or at their own place of residence, to the
extent provided by law.

PART C – AGENCY SERVICES (B2B)

C.0 Amendment note: Part C applies exclusively to commercial (B2B)
customers of the Agency ("gravgrav" Max Riese), such as tourism boards,
brands, and other business clients commissioning marketing, content, or
campaign services. References to "the Agency" in this Part refer solely to
Max Riese, not the Verein. Where content resulting from such engagements is
published on the Platform, it will be labelled in accordance with Part
A.2.

1. Applicability; Conclusion of contract

1.1 "gravgrav" Max Riese (hereinafter "Agency") shall provide its services
exclusively on the basis of the following General Terms and Conditions
(GTC). They shall apply to all legal relationships between the Agency and
the Customer, even if they are not expressly referred to. The GTC shall
exclusively apply to legal transactions with entrepreneurs, i.e. B2B
transactions.

1.2 The version applicable at the time of conclusion of a contract shall
be relevant. Deviations from these GTC and other supplementary agreements
with the Customer shall only be effective if they have been confirmed by
the Agency in writing.

1.3 Terms and conditions of the Customer, if any, shall not be accepted,
even if the Agency knows them, unless expressly agreed otherwise in
writing on a case-by-case basis. The Agency expressly objects to GTC of the
Customer. No other objection of the Agency to the Customer's GTC shall be
required.

1.4 The Customer shall be informed about amendments to the GTC; they shall
be deemed agreed unless the Customer objects to the amended GTC in writing
within 14 days; in the information the Customer will be expressly
informed about the consequence of silence on his part.

1.5 If any provisions of these General Terms and Conditions are
ineffective, the binding nature of the remaining provisions and the
contracts concluded on the basis of the same shall not be affected. The
ineffective provision shall be replaced by an effective provision which
comes as close as possible to the meaning and purpose of the ineffective
one.

1.6 The Agency's offers shall be subject to change without notice and
non-binding.

2. Social Media Channels

Before an order is placed the Agency expressly points out to the Customer
that providers of "social media channels" (e.g. facebook; hereinafter
referred to as Providers), in their terms and conditions of use, reserve
the right to reject or remove advertisements or promotional appearances
for any reason whatsoever. Accordingly, Providers are not obliged to
forward content or information to users. Thus, there is a risk, which
cannot be calculated by the Agency, that advertisements or promotional
appearances are removed for no reason. Although in the case of a complaint
of a different user Providers do offer an opportunity to reply, the
content will be immediately removed also in that case. In that case
restoring the original, lawful condition may take some time. The Agency
works on the basis of the Providers' terms and conditions of use, on which
it has no influence, and also makes them the basis of Customer orders. By
placing the order the Customer expressly acknowledges that those terms and
conditions of use (co-)determine the rights and duties of a contractual
relationship, if any. The Agency intends to execute the Customer's order
to the best of its knowledge and belief and to comply with the policies of
"social media channels". Due to the terms and conditions of use that are
currently applicable and the fact that every user can easily allege a
violation of the law with the aim that contents will be removed, the
Agency cannot guarantee that the ordered campaign can be retrieved at any
time.

3. Protection of Concepts and Ideas

If a potential Customer has already invited the Agency beforehand to
develop a concept and if the Agency accepts this invitation prior to
conclusion of the principal contract, the following shall apply:

3.1 By the invitation and acceptance of the invitation by the Agency the
potential Customer and the Agency enter into a contractual relationship
("pitching contract"). That contract will also be based on the GTC.

3.2 The potential Customer acknowledges that already by developing a
concept the Agency will render cost-intensive services, even though the
Customer himself has not taken on any performance duties yet.

3.3 To the extent that they reach the level of originality required for
copyright protection the linguistic and graphic parts of the concept are
protected by the Austrian Copyright Act [Urheberrechtsgesetz]. The
potential Customer is not permitted to use or edit those parts without the
Agency's consent due to the Austrian Copyright Act alone.

3.4 Furthermore, the concept contains ideas that are relevant to
advertising which do not reach the level of originality required for
copyright protection and are thus not protected by the Austrian Copyright
Act. Such ideas are generated at the beginning of every creative process
and may be defined as the creative spark for all subsequent work results
and, thus, as the origin of the marketing strategy. Accordingly, those
elements of the concept are protected which are unique and characterise
the marketing strategy. For the purpose of this agreement ideas shall in
particular mean advertising slogans, advertising texts, graphics and
illustrations, advertising means etc., even if they do not reach the level
of originality required for copyright protection.

3.5 The potential Customer undertakes not to exploit or have exploited
commercially and/or use or have used the creative advertising ideas which
the Agency presented as part of the concept in any context other than the
corrective of a principal contract to be concluded at a later time.

3.6 If the potential Customer is of the opinion that the Agency presented
ideas to him which he already had before the presentation, he shall notify
the Agency thereof via e-mail within 14 days of the day of the
presentation and include means of evidence which allow a chronological
allocation.

3.7 Otherwise the Parties will assume that the Agency has presented an
idea to the potential Customer which is new to him. If the Customer uses
the idea, it has to be assumed that the Agency received remuneration
therefor.

3.8 The potential Customer may be released from his duties under this
Clause if he pays a reasonable compensation plus 20% VAT. Such release
shall become effective only after receipt of the full compensation payment
by the Agency.

4. Scope of services; Order processing; Customer's duties to co-operate

4.1 The scope of the services to be rendered shall be based on the
specifications of the Agency Agreement or the Agency's acknowledgment of
order, if any, and the briefing report, if any ("Offer Documents").
Subsequent modifications of the services shall be subject to the Agency's
written confirmation. When executing the order the Agency shall be free in
its discretion within the framework specified by the Customer.

4.2 All services of the Agency (including but not limited to all
preliminary designs, sketches, final drawings, proofs, blueprints, copies,
coloured prints and electronic files) shall be checked by the Customer and
released within three working days of receipt by the Customer. If they are
not released within that period, they shall be deemed approved by the
Customer. After that period has expired with no reply from the Customer
they shall be deemed accepted by the same.

4.3 The Customer shall make accessible to the Agency completely and in
time all information and documents required for rendering the service.
The Customer shall notify the Agency of all circumstances that are
relevant to execution of the order, even if they become known only in the
course of execution of the order. The Customer shall bear the costs
incurred due to the fact that work has to be done again by the Agency or
is delayed because of his incorrect, incomplete or subsequently modified
specifications.

4.4 In addition, the Customer is obliged to clear the documents made
available by him for execution of the order (photos, logos, etc.) for
potential copyrights, trademark rights, marks or other rights of third
parties (rights clearance) and guarantees that the documents are free from
rights of third parties and may therefore be used for the desired purpose.
In the case of merely slight negligence or if it has fulfilled its duty to
warn the Customer, the Agency shall not be liable (at least as regards the
relationship between the Agency and the Customer) for an infringement of
such rights of third parties by documents made available by the Customer.
If the Agency is held liable for an infringement of such rights, the
Customer shall indemnify and hold harmless the Agency and shall compensate
the Agency for any and all disadvantages suffered by it due to third-party
claims, including costs of reasonable legal representation. The Customer
undertakes to support the Agency in defending claims of third parties, if
any. For this purpose the Customer shall provide the Agency with all
documents without request.

5. External services; Commissioning of third parties

5.1 The Agency shall be entitled at its own discretion to render the
services itself, to employ expert third parties as agents
[Erfüllungsgehilfen as defined by Section 1313a of the Austrian General
Civil Code [ABGB]] and/or to commission a third party to render such
services ("External Service").

5.2 Commissioning of third parties in connection with an External Service
shall be done either in the Agency's own name or in the name of the
Customer. The Agency shall select the relevant third party with care and
ensure that it is appropriately qualified.

5.3 The Customer shall assume obligations vis-à-vis third parties which
survive the contract. This shall expressly apply also in the case of
termination of the agency contract for cause.

6. Deadlines

6.1 Unless expressly agreed to be binding, delivery or service periods
stated shall only be approximate and non-binding. Binding agreements on
deadlines shall be recorded in writing or confirmed by the Agency in
writing.

6.2 If the delivery/service of the Agency is delayed for reasons for which
the Agency is not responsible, such as, e.g. events of force majeure or
other unforeseeable events that cannot be prevented by reasonable means,
the service obligations shall be suspended for the duration and to the
extent of the impediment and the deadlines shall be extended accordingly.
If such delays continue for more than two months, the Customer and the
Agency shall be entitled to rescind the contract.

6.3 If the Agency is in default, the Customer may only rescind the
contract after having granted the Agency a reasonable grace period of at
least 14 days in writing and after such period has expired fruitlessly.
Claims of the Customer for damages on the ground of non-performance or
default shall be excluded, unless intent or gross negligence can be
proved.

7. Early termination

7.1 The Agency shall be entitled to terminate the contract for cause with
immediate effect. Causes shall include but not be limited to situations
where

(a) provision of a service becomes impossible for reasons for which the
Customer is responsible or is further delayed even though the Customer
was granted a grace period of 14 days;

(b) the Customer continues to violate material obligations under this
contract, such as, e.g. the obligation to pay an amount payment of which
has been demanded or duties to co-operate, despite a written warning and
having been granted a grace period of 14 days.

(c) legitimate concerns exist regarding the Customer's credit standing
and, upon the Agency's request, the Customer fails to make advance
payments or to furnish suitable security prior to provision of the service
by the Agency;

7.2 The Customer shall be entitled to terminate the contract for cause
without having to grant a grace period. A cause shall be, in particular,
where the Agency repeatedly violates material provisions of this contract
despite a written warning and having been granted a grace period of at
least 14 days to remedy the breach of the contract.

8. Fees

8.1 Unless otherwise agreed the Agency's entitlement to fees shall arise
for any specific service once the same has been rendered. The Agency shall
be entitled to ask for advances to cover its expenses. From a contract
volume involving a (an annual) budget of EUR 20000 or contracts extending
over a prolonged period of time, the Agency shall be entitled to render
interim accounts or issue advance invoices or demand payments on account.

8.2 The fees shall be stated as net fees plus statutory value added tax.
If in a specific case no agreement on fees has been concluded, the Agency
shall be entitled to fees at market rates for the services rendered and
for transfer of copyrights and marks.

8.3 All services of the Agency which are not expressly covered by the
agreed fees shall be paid for separately. All cash expenses incurred by
the Agency shall be reimbursed by the Customer.

8.4 Cost estimates provided by the Agency shall be non-binding. If it
becomes clear that the actual costs will exceed the Agency's written cost
estimate by more than 15 per cent, the Agency shall advise the Customer of
such higher costs. The increase in costs shall be deemed accepted by the
Customer if the Customer does not object to such increase in writing
within three working days of the advice and states cheaper alternatives at
the same time. Cost increases of up to 15 per cent shall not have to be
advised separately. Such a deviation from the cost estimate shall be
deemed accepted by the Customer from the beginning.

8.5 If the Customer unilaterally modifies or cancels work ordered without
involving the Agency and notwithstanding other regular support from the
same, the Customer shall pay the Agency for the services provided by then
according to the agreement on fees and shall reimburse all costs incurred.
Unless work is cancelled on the ground of a breach of the Agency's duties
by gross negligence or wilful intent, the Customer shall, in addition, pay
the Agency the total fee (commission) agreed for that contract, and the
allowance [Anrechnungsvergütung] as defined in Section 1168 of the
Austrian Civil Code [ABGB] shall be excluded. Furthermore, the Agency
shall be indemnified and held harmless from and against any third-party
claims, in particular of the Agency's contractors. By payment of the fees
the Customer shall acquire no rights to use work already carried out;
concepts, drafts and other documents which were not implemented shall
rather be returned to the Agency without delay.

9. Payment; Retention of title

9.1 The fee shall be due for payment immediately upon receipt of the
invoice without any deductions, unless special payment terms are agreed in
writing on a case-by-case basis. The same shall apply to all cash and
other expenses charged. The Agency shall retain title to the goods
delivered by it until full payment of the fee including all ancillary
liabilities.

9.2 In the case of payment default of the Customer statutory default
interest at the rate applicable to business-to-business transactions will
be charged. In the case of default the Customer also undertakes to
reimburse the Agency the dunning and collection charges incurred to the
extent they are necessary for appropriate pursuit of the claim. This shall
in any case include the costs of two dunning letters at the market fee of
currently at least EUR 20 per letter plus those of one dunning letter of a
lawyer who has been instructed to collect the receivables outstanding.
Assertion of further rights and claims shall remain unaffected.

9.3 If the Customer is in default of payment, the Agency may call for
immediate payment of services or partial services rendered under
different contracts concluded with the Customer.

9.4 Furthermore, the Agency is not obliged to render other services until
payment of the amount outstanding (right to withhold services). The
obligation to pay the fees shall not be affected.

9.5 If payment by instalments has been agreed, the Agency reserves the
right to demand immediate payment of the total debt outstanding if
instalments or ancillary claims are not paid in time (acceleration
clause).

9.6 The Customer shall not be entitled to set off claims of the Agency
against his own claims unless the Customer's claim has been recognised by
the Agency in writing or ascertained by court.

10. Title and copyright

10.1 The Agency shall retain title to all services of the Agency,
including services in connection with presentations (e.g., suggestions,
ideas, sketches, preliminary designs, scribbles, final drawings, concepts,
negatives, slides), including parts thereof, as well as the individual
workpieces and original designs and the Agency may demand at any time, in
particular in the case of termination of the contractual relationship,
that they be returned to it. By paying the fees the Customer shall acquire
the right to use the services for the designated purpose agreed. Unless
otherwise agreed the Customer shall, however, use the Agency's services
exclusively in Austria. Acquisition of rights to use and exploit the
Agency's services shall in any case be subject to full payment of the fees
charged by the Agency for the same. If the Customer uses the Agency's
services already prior to that time, such use shall be based on a loan
relationship that may be revoked at any time.

10.2 Modifications and/or editing of services of the Agency, including but
not limited to further development of the same by the Customer or third
parties working for the Customer, shall only be permitted with the express
consent of the Agency and, to the extent that services are protected by
copyright, of the author.

10.3 Use of the Agency's services beyond the originally agreed purpose and
scope of use shall be subject to the Agency's consent irrespective of
whether such service is protected by copyright or not. In consideration
thereof the Agency and the author shall be entitled to a separate
reasonable fee.

10.4 After expiration of the Agency Agreement use of services of the
Agency and/or advertising means for which the Agency developed concepts or
designs shall also be subject to the Agency's consent irrespective of
whether the service is protected by copyright or not.

10.5 In the first year after termination of the contract the Agency shall
be entitled to the full agency fees agreed in the expired contract for any
use described in paragraph 4. In the second and third year after
expiration of the contract the Agency shall only be entitled to half or
one fourth of the consideration agreed in the contract. From the fourth
year after termination of the contract no agency fees shall be payable.

10.6 The Customer shall be liable to the Agency for any unlawful use in
the amount of twice the reasonable fees for such use.

11. Identification marks

11.1 The Agency shall be entitled to make reference to the Agency and the
author, if applicable, on all advertising means and in any advertising and
promotion measures, without the Customer being entitled to any payment in
this respect.

11.2 The Agency shall be entitled to make reference to its current or
former business relationship with the Customer on its own advertising
media, including but not limited to its website, by referring to the
Customer's business name and business logo, with the Customer having the
right to revoke his consent in writing at any time.

12. Warranty

12.1 The Customer shall notify any defects immediately and in any case
within eight days of delivery/provision of the service by the Agency and
hidden defects not later than eight days after they were identified in
writing including a description of the defect; otherwise the service
shall be deemed accepted. In that case assertion of any warranty claims or
claims for damages as well as the right to assert claims on account of
mistake shall be excluded.

12.2 In the case of a justified and timely notification of defects the
Customer shall be entitled to improvement or replacement of the
delivery/service by the Agency. The Agency shall repair the defects within
a reasonable period of time and the Customer shall enable the Agency to
take all measures which are necessary for examination and repair of the
defects. The Agency shall be entitled to refuse improvement of the service
if such improvement is impossible or if the Agency were to incur
disproportionately high costs. In that case the Customer shall be entitled
to cancel the contract or get a fee reduction as provided for by law. In
the case of improvement the Customer shall send the defective (physical)
item at his cost.

12.3 The Customer shall also be obliged to examine the service for its
lawfulness, including but not limited to competition law, trademark law,
copyright law and administrative law. The Agency is obliged only to
roughly examine lawfulness. In the case of slight negligence or after it
has fulfilled its duty to warn the Customer, if any, the Agency shall not
be liable for lawfulness of contents if they were advised or accepted by
the Customer.

12.4 The warranty period shall be six months as of delivery/service. The
right of recourse to the Agency as defined in Section 933 b (1) ABGB shall
be forfeited one year after delivery/service. The Customer shall not be
entitled to withhold payments on the ground of complaints. The presumption
rule [Vermutungsregel] of Section 924 ABGB shall be excluded.

13. Liability and product liability

13.1 In cases of slight negligence liability of the Agency and its
employees, contractors or other agents [translator's note:
Erfüllungsgehilfen as defined by Section 1313a ABGB] ("People") for damage
to property or pecuniary loss suffered by the Customer shall be excluded,
be it indirect or direct damage, lost profit or consequential damage
resulting from a defect, damage due to default, impossibility, breach of
obligation, culpa in contrahendo or due to defective or incomplete
performance. The harmed party shall have to prove gross negligence. To the
extent that the Agency's liability is excluded or limited this shall also
apply to personal liability of its People.

13.2 Any liability of the Agency for claims asserted vis-à-vis the
Customer on the ground of services rendered by the Agency (e.g.
advertising and promotion measures) shall be expressly excluded, provided
that the Agency complied with its duty to inform or if it was unable to
see such a duty, even due to slight negligence. The Agency shall, in
particular, not be liable for costs of legal proceedings, lawyer's fees of
the Customer or costs of publication of judgments or for claims for
damages, if any, or other claims of third parties; the Customer shall
indemnify and hold harmless the Agency in this respect.

13.3 Claims of the Customer for damages shall be forfeited six months
after knowledge of the damage and in any case three years after the
Agency's infringement. Claims for damages shall be limited to the net
contract value.

14. Data protection (visual emphasis according to court rulings)

The Customer agrees that his personal data, namely name, occupation, date
of birth, Business Register Number, powers to represent the company,
contact person, business address and other addresses of the Customer,
phone number, fax number, e-mail address, bank details, credit card
details, VAT number) may be collected, stored and processed electronically
for the purpose of performance of the contract and support of the
Customer and for the Agency's own advertising and promotion purposes, for
example by sending him offers, advertising brochures or newsletters (in
hard copy or electronic form) and for the purpose of making reference to
the current of former business relationship with the Customer. The
Customer agrees to be sent electronic mail for advertising purposes until
further notice.

Such consent may be revoked in writing via e-mail, fax or letter to the
contact details stated in the header of these GTC at any time.

15. Applicable law

The Agreement and all mutual rights and duties resulting therefrom as well
as any claims between the Agency and the Customer shall be subject to
Austrian substantive law, and its conflicts of laws rules and UN Sales Law
shall be excluded.

16. Place of performance and place of jurisdiction

16.1 The place of performance shall be the registered office of the
Agency. In the case that goods are shipped the risk shall pass to the
Customer once the Agency has delivered the goods to the carrier chosen by
it.

16.2 The agreed place of jurisdiction for all legal disputes arising
between the Agency and Customer in connection with this contractual
relationship shall be the court having jurisdiction over the
subject-matter and the Agency's registered office. Notwithstanding the
foregoing the Agency shall be entitled to sue the Customer at his general
place of jurisdiction.

16.3 If only the masculine form is used herein for describing natural
persons it shall equally refer to women and men. If a specific person is
referred to, the respective gender-specific form shall be used.

These are the Terms and Conditions on gravgrav.cc.