GTC

General Terms and Conditions
of Graphit Lifestyle GmbH

I. Validity

1.1 Graphit Lifestyle GmbH, Auwinkl 10E, 6352 Ellmau, Austria (FN 613035 y) offers the customer a wide range of services in the field of PR, media and marketing consulting on its website https://www.graphit-lifestyle.com/ (hereinafter referred to as the “Website”).

1.2 Graphit Lifestyle GmbH is hereinafter referred to as “Graphit Lifestyle”.

1.3 These Terms and Conditions (GTC) of Graphit Lifestyle shall apply to all agreements with natural and legal persons (hereinafter referred to as “Customer”) for the legal transaction in question and also to all future transactions with business customers, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.

1.4 The following terms and conditions shall only apply insofar as no special terms and conditions of Graphit Lifestyle GmbH (e.g. delivery orders, license agreements, etc.) apply. If no such specially regulated terms and conditions are applicable, deliveries, services, consultations and offers of Graphit Lifestyle shall be made exclusively on the basis of these terms and conditions; terms and conditions of the customer that conflict with or deviate from the terms and conditions of Graphit Lifestyle shall not be recognized, unless Graphit Lifestyle expressly agrees to their validity. Graphit Lifestyle shall contract exclusively on the basis of its General Terms and Conditions.

1.5 Contractual performance on the part of Graphit Lifestyle shall not be deemed as consent to contractual conditions that deviate from the conditions of Graphit Lifestyle. These Terms and Conditions shall also apply as a framework agreement for all further legal transactions between the contracting parties. In the event of the legal invalidity of a contractual provision, the contracting parties agree to replace this provision with one that is valid and comes closest to the legally invalid provision in terms of content. This shall not affect the validity of the other provisions.

1.6 If the potential customer has already invited Graphit Lifestyle in advance to provide services (preliminary services in the form of consultations, concepts, drafts, etc.) and Graphit Lifestyle fulfills this invitation before the conclusion of the main contract, the following provisions shall apply.

1.7 The potential customer and Graphit Lifestyle already enter into a contractual relationship through the invitation and the acceptance of the invitation by Graphit Lifestyle. This contract is also based on the GTC.

1.8 The potential customer acknowledges that Graphit Lifestyle already incurs costs with the provision of preliminary services, although it has not yet assumed any performance obligations itself.

1.9 All preliminary services (consultations, concepts, drafts, etc.) are subject to the protection of copyright law in their linguistic and graphic parts, insofar as these reach the level of a work. The potential customer shall not be permitted to use or edit these parts without the consent of Graphit Lifestyle on the basis of copyright law alone.

1.10 The preliminary work may also contain project-relevant ideas that do not reach the level of a work and therefore do not enjoy the protection of copyright law. These ideas are at the beginning of every creative process and can be defined as the spark that ignites everything that is produced later and thus as the origin of the project (e.g. in terms of marketing strategy, etc.). Therefore, those elements of the preliminary work are protected that have an individual character and give the commission its characteristic stamp. In particular, strategies, advertising slogans, advertising texts, graphics and illustrations, advertising material, etc. are regarded as ideas within the meaning of this agreement, even if they do not reach the level of a work.

1.11 The potential customer undertakes to refrain from commercially exploiting the ideas presented by Graphit Lifestyle as part of the preliminary services or having them exploited or using them or having them used outside of a main contract to be concluded at a later date.

1.12 If the potential customer is of the opinion that ideas were presented to him by Graphit Lifestyle that were already known or developed before the presentation itself, he must inform Graphit Lifestyle of this by e-mail within 14 days of the day of the presentation, citing evidence that allows a chronological allocation.

1.13 In the opposite case, the contracting parties shall assume that Graphit Lifestyle has presented the potential customer with an idea that is new to him. If the idea is used by the customer, it shall be assumed that Graphit Lifestyle has made a profit.

1.14 The potential customer may release itself from its obligations under this point by paying appropriate compensation, which shall be calculated according to the individual case, plus 20% VAT. The exemption shall only take effect after Graphit Lifestyle has received full payment of the compensation.

II. Offer, scope of services, conclusion of contract

2.1 The scope of the services to be provided is set out in the service description in the offer, any briefing protocol or specifications, or the respective PR or advertising contract. Subsequent changes to the service content shall require the written confirmation of Graphit Lifestyle. Within the framework specified by the customer, Graphit Lifestyle shall have freedom of design in the fulfillment of the order. Assurances made by employees or representatives of Graphit Lifestyle shall only be valid if they are confirmed in writing.

2.2 It is mutually agreed that PR and advertising contracts shall be regarded as freelance service contracts – and not partly as contracts for work.

2.3 Offers made by Graphit Lifestyle are non-binding, unless expressly agreed otherwise. The contract shall only be deemed accepted upon written order confirmation by Graphit Lifestyle.

2.4 The customer shall provide Graphit Lifestyle with timely and complete access to all information and documents required for the provision of the service. The customer shall inform Graphit Lifestyle of all circumstances that are of significance for the execution of the order, even if these only become known during the execution of the order. The customer shall bear the costs incurred if work has to be repeated or delayed by Graphit Lifestyle as a result of incorrect, incomplete or subsequently changed information provided by the customer.

2.5 Furthermore, the customer is obliged to check the documents (photos, logos, etc.) provided for the execution of the order for any copyrights, trademark rights, labeling rights or other rights of third parties (rights clearing) and guarantees that the documents are free of third-party rights and can therefore be used for the intended purpose. In the event of merely slight negligence or after fulfilling its duty to warn, Graphit Lifestyle shall not be liable – at least in the internal relationship with the customer – for any infringement of such third-party rights by the documents provided. If a claim is asserted against Graphit Lifestyle by a third party due to such an infringement of rights, the customer shall indemnify and hold Graphit Lifestyle harmless; the customer shall compensate Graphit Lifestyle for all disadvantages incurred by Graphit Lifestyle as a result of a claim asserted by a third party, in particular the costs of appropriate legal representation. The customer undertakes to support Graphit Lifestyle in the defense against any third-party claims. The customer shall provide Graphit Lifestyle with all documents for this purpose without being requested to do so.

2.6 The customer is expressly advised that the providers of “social media channels” (e.g. Facebook, Instagram, LinkedIn, etc., hereinafter referred to as “providers”) reserve the right in their terms of use to refuse or remove advertisements and appearances for any reason. There is therefore a risk, which cannot be calculated by Graphit Lifestyle, that advertisements and appearances may be removed for no reason. By placing an order, the customer expressly acknowledges that these terms of use (co-)determine the rights and obligations of any contractual relationship. Graphit Lifestyle intends to execute the customer’s order to the best of its knowledge and belief and to comply with the guidelines of “social media channels”.

III. Price, fee

3.1 Prices are not to be understood as all-inclusive prices. Prices, hourly rates and fees shall be communicated to the customer in the course of submitting the offer by means of the fee guidelines and the customer shall confirm their knowledge and appropriateness upon conclusion of the contract. Unless expressly stated otherwise, all prices quoted by Graphit Lifestyle are exclusive of VAT.

3.2 Cost estimates from Graphit Lifestyle are binding. If it is foreseeable that the actual costs will exceed the costs estimated in writing, Graphit Lifestyle shall notify the customer of the higher costs. The notified cost overrun shall be deemed approved if the customer does not object in writing within three days.

3.3 For services ordered by the customer that are not covered by the original order, the customer shall be entitled to remuneration in accordance with the applicable fee guidelines.

3.4 If the execution of the order is prevented by the customer after the contract has been signed (e.g. due to termination), Graphit Lifestyle shall nevertheless be entitled to the agreed fee. If the execution of the order is prevented by circumstances that constitute an important reason on the part of Graphit Lifestyle, the latter shall only be entitled to the part of the fee corresponding to its previous services. This shall apply in particular if the previous services can be utilized by the customer despite termination. Graphit Lifestyle may make the completion of its services dependent on the full satisfaction of its fee claims. Complaints about the work of Graphit Lifestyle shall not entitle the customer to withhold the remuneration to which it is entitled, except in the case of obvious defects.

3.5 If, at the customer’s request, work has to be carried out at night (8 p.m. – 7 a.m.) or on weekends or public holidays, a surcharge of 100% shall be added to the hourly rates of the applicable fee guideline.

IV. External services

4.1 Graphit Lifestyle shall be entitled, at its own discretion, to perform the service itself, to make use of expert third parties as vicarious agents in the provision of contractual services and/or to substitute such services (“third-party service”).

4.2 The commissioning of third parties within the scope of a third-party service shall be carried out either in the customer’s own name or in the customer’s name. Graphit Lifestyle shall select these third parties carefully and ensure that they have the necessary professional qualifications.

4.3 Insofar as Graphit Lifestyle commissions necessary or agreed third-party services, the respective contractors shall not be vicarious agents of Graphit Lifestyle.

4.4 Graphit Lifestyle shall be entitled to charge the customer a surcharge of 10% for third-party services that were obtained at the express request of the customer.

V. Documents and materials provided

5.1 Graphit Lifestyle shall not assume any liability for documents and other materials provided by the customer for processing. However, the customer shall be liable for ensuring that the documents (e.g. texts, images) provided by him and made available for processing do not infringe the rights of third parties, may be used within the scope of the contractually intended purpose and do not violate applicable law. If the customer subsequently becomes aware that the documents provided by him are unsuitable for use, he must inform Graphit Lifestyle immediately and reimburse any additional costs incurred as a result.

5.2 Graphit Lifestyle shall be entitled at any time to reject or remove materials, documents and the like provided by the customer and made available for processing, which violate applicable law or where there is reasonable suspicion in this respect, without the customer incurring any claims whatsoever as a result.

5.3 The customer shall be solely responsible for compliance with statutory provisions, in particular those relating to competition and trademark law or professional law, in the case of advertising measures that are implemented. Liability on the part of Graphit Lifestyle is therefore excluded in any case. The customer declares to indemnify and hold Graphit Lifestyle harmless for any third-party claims based on such a violation.

VI. Terms of payment, interest on arrears

6.1 Graphit Lifestyle shall be entitled to demand appropriate payments on account both for the agreed fee and for cash expenses.

6.2 In the case of individual orders, unless otherwise agreed, the first 50% of the fee shall be due when the order is placed, a further 30% after half of the agreed service has been provided and the remaining 20% on completion of the project. Appropriate payments on account for cash expenses are due when the order is placed.

6.3 In the case of project orders (duration of more than 3 months), Graphit Lifestyle shall be entitled to invoice the agreed fee on a monthly basis. Invoices shall be due without any deductions within 14 days of the invoice date.

6.4 In the absence of an agreement to the contrary, Graphit Lifestyle’s claims shall be paid concurrently with the handover of the goods or the provision of the service. Cash discount deductions shall require a separate written agreement.

6.5 If monthly support is ordered, the monthly support fee shall increase from January 1 of each year in accordance with the rate of change of the Consumer Price Index 2020 (CPI) or its follow-up index. The basis is the value on January 1 of the year in which the order is placed.

6.6 Direct debit authorization/advance information: Based on a SEPA direct debit mandate to be specifically issued in each individual case, the amount due will be collected from the payer’s account on the 15th of a month (due date) at the earliest. If this day falls on a Saturday, Sunday or public holiday, the next working day shall be deemed the due date. The debtor must ensure that there are sufficient funds in the account. The payer shall be informed separately and in due time of the due date and the specific amount in each individual case. The client undertakes to notify us immediately of any changes to his bank details. The Contractor shall be entitled to charge bank fees for each returned direct debit that is not honored. From this point in time, the Client shall be in default.

6.7 In the event of default in payment, including partial payments, any discount agreements shall also cease to apply. Payments by the customer shall only be deemed to have been made upon receipt in the business account of Graphit Lifestyle. In the event of default of payment by the customer, Graphit Lifestyle shall be entitled, at its discretion, to demand compensation for the damage actually incurred or default interest in the amount of 9.2% p.a. above the base interest rate. If the customer is a consumer, the default interest shall be 4% p.a. In the event of default of payment by the customer, Graphit Lifestyle shall also be entitled to demand compound interest of 9.2% p.a. above the base interest rate from the date of handover of the goods; if the customer is a consumer, compound interest shall also amount to 4% p.a.

VII. Credit assessment

7.1 The customer expressly agrees that his data may be transmitted exclusively for the purpose of credit checks to the state-authorized creditor protection associations, Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (ÖVC), Insolvenzschutzverband für Arbeitnehmer oder Arbeitnehmerinnen (ISA) and Kreditschutzverband von 1870 (KSV) or the protection associations of the country in which the customer resides.

VIII. Withdrawal from the contract

8.1 In the event of default of acceptance or other important reasons, such as, in particular, bankruptcy of the customer or rejection of bankruptcy due to lack of assets, as well as default of payment by the customer, Graphit Lifestyle shall be entitled to withdraw from the contract, provided that the contract has not yet been completely fulfilled by both parties. In the event of rescission, Graphit Lifestyle shall have the option, if the customer is at fault, to demand a lump-sum compensation of 15% of the gross invoice amount or compensation for the damage actually incurred.

8.2 If the customer is in default of payment, Graphit Lifestyle shall be released from all further service, consulting and delivery obligations and shall be entitled to withhold outstanding deliveries or services and to demand advance payments or securities or to withdraw from the contract after setting a reasonable grace period. If the customer – without being entitled to do so – withdraws from the contract or requests its rescission, Graphit Lifestyle has the choice of insisting on the fulfillment of the contract or agreeing to the rescission of the contract; in the latter case, the customer is obliged to pay, at Graphit Lifestyle’s discretion, a lump-sum compensation amounting to 15% of the gross invoice amount or the actual damage incurred.

IX. Right of withdrawal for consumers, withdrawal policy

9.1 If the customer is a consumer and the contract is concluded exclusively by means of distance selling (e.g. telephone, fax, e-mail) or outside of business premises, the customer as a consumer within the meaning of the Austrian Consumer Protection Act (KSchG) has a statutory right of withdrawal within the meaning of the Austrian Distance and Off-Premises Selling Act (FAGG). The withdrawal period for service contracts is 14 days from the date of conclusion of the contract.

9.2 However, this right of withdrawal does not apply in the event that the provision of services begins within 14 days of the conclusion of the contract and the consumer has expressly agreed in this case that the fulfillment of the contract begins within 14 days of the conclusion of the contract and this has then been fully provided. The right of withdrawal is also excluded for contracts for goods and services that are manufactured according to customer specifications or are clearly tailored to personal needs.

9.3 The withdrawal deadline shall be deemed to have been met if the declaration of withdrawal is sent within the deadline. Withdrawal from the contractual declaration is therefore possible within 14 days from the conclusion of the contract without giving reasons by sending a written declaration of withdrawal (e.g. by letter, e-mail). Withdrawal shall be deemed to have taken place in good time if the consumer sends his declaration of withdrawal electronically or by post on the last day of the period. The declaration of withdrawal is not bound to any particular form. The written declaration of withdrawal must be sent to the business address of Graphit Lifestyle, Auwinkl 10e, 6352 Ellmau.

9.4 In the event of an effective withdrawal, Graphit Lifestyle shall reimburse all payments made by the consumer without delay, but at the latest within 14 days of receipt of the declaration of withdrawal. Graphit Lifestyle shall use the same means of payment for the repayment as the consumer used to make the payment; however, the use of a different means of payment is permitted if this has been expressly agreed with the consumer and the consumer does not incur any costs as a result. In the event that the consumer has requested that Graphit Lifestyle should begin with the execution of the order during the withdrawal period, the consumer must pay Graphit Lifestyle a reasonable amount which corresponds to the proportion of the services already provided up to the time at which the consumer informs Graphit Lifestyle of the exercise of the right of withdrawal with regard to this contract in comparison to the total scope of the service provided for in the contract.

X. Reminder and collection fees

10.1 In the event of default, the contractual partner (customer) undertakes to reimburse the reminder fees incurred by Graphit Lifestyle in the amount of EUR 20 to EUR 50 and the standard lawyer’s fees, insofar as they are necessary for appropriate legal action.

XI. Presentations

11.1 Unless otherwise agreed, Graphit Lifestyle shall be entitled to an appropriate fee for the performance of presentations in accordance with its current fee guidelines. If no PR and advertising contract is concluded after the presentation, the relevant documents must be returned to Graphit Lifestyle immediately. Any use of services provided during the presentation, in particular ideas or raw concepts, is not permitted, regardless of their copyright protection.

11.2 If ideas and concepts for communication measures introduced in the course of a presentation are not utilized in advertising materials designed by Graphit Lifestyle for the customer, Graphit Lifestyle shall be entitled to use them elsewhere.

11.3 If the presentation leads to the award of a PR and advertising contract, an agreed presentation fee shall be offset against the final fee. The forwarding of presentation documents to third parties and their publication, reproduction or distribution is only permitted with the written consent of Graphit Lifestyle.

XII. Property rights and copyright protection

12.1 All services of Graphit Lifestyle, in particular also suggestions or ideas or individual parts thereof, shall remain the unrestricted property of Graphit Lifestyle. Similarly, plans, sketches or other technical documents, samples, catalogs, brochures, illustrations and the like shall always remain the intellectual property of Graphit Lifestyle; the customer shall not be granted any rights of use or exploitation of any kind. In the case of consulting services, the customer is obliged to ensure that the offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data entries and the like created by Graphit Lifestyle in the course of the consulting order are only used for the purposes of the order. In particular, the passing on of professional statements of any kind by Graphit Lifestyle to third parties, whether against payment or free of charge, shall require the written consent of Graphit Lifestyle. This shall not establish any liability on the part of Graphit Lifestyle towards third parties. The use of professional statements by Graphit Lifestyle for advertising purposes by the customer is not permitted. Any violation shall entitle Graphit Lifestyle to terminate all orders not yet executed without notice. Graphit Lifestyle retains the copyright to its services. In view of the fact that the consulting services provided are the intellectual property of Graphit Lifestyle, the right to use them shall apply exclusively for the customer’s own purposes and only to the extent specified in the contract, even after payment of the fee. Any disclosure that nevertheless takes place, including in the course of the dissolution of the company or bankruptcy, but also the short-term transfer for reproduction purposes, shall result in claims for damages. In such a case, full compensation must be paid.

12.2 Graphit Lifestyle may demand the return of such documents at any time, in particular upon termination or cancellation of the contract. Concepts, drafts and the like that have not been executed shall be returned to Graphit Lifestyle immediately upon request.

12.3 By paying the fee in full, the customer shall acquire the right to use the services provided for the agreed purpose and to the agreed extent of use. Unless otherwise agreed, the customer may only use Graphit Lifestyle services itself, exclusively in Austria and only for the duration of the contractual relationship.

12.4 Graphit Lifestyle shall be entitled to reasonable remuneration for the use of services or advertising material, which shall be determined according to the duration and scope of further use.

XIII. Identification

13.1 Graphit Lifestyle shall be entitled to refer to itself and, if applicable, to the author in all of its advertising media used for the customer and in all of its advertising measures and other communication measures (e.g. press conferences), without the customer being entitled to any remuneration for this.

13.2 Subject to written revocation by the customer, which is possible at any time, Graphit Lifestyle shall be entitled to refer to the existing or former business relationship with the customer on its own advertising media and in particular on its Internet website by name and company logo (reference).

XIV. Execution of services, premature termination

14.1 Graphit Lifestyle shall only be obliged to perform the service as soon as the customer has fulfilled all its obligations required for performance, in particular all technical and contractual details, preliminary work and preparatory measures.

14.2 Graphit Lifestyle shall be entitled to terminate the contract with immediate effect for good cause. Good cause shall be deemed to exist in particular if a) the performance of the service becomes impossible for reasons for which the customer is responsible or is further delayed despite the setting of a grace period of 14 days; b) the customer continues to breach material obligations under this contract, such as payment of an amount due or obligations to cooperate, despite a written warning with a grace period of 14 days. c) there are justified concerns regarding the creditworthiness of the customer and the customer neither makes advance payments at the request of Graphit Lifestyle nor provides suitable security prior to performance by Graphit Lifestyle;

14.3 The customer shall be entitled to terminate the contract for good cause without setting a grace period. Good cause shall be deemed to exist in particular if Graphit Lifestyle continues to breach material provisions of this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach of contract.

XV. Place of performance

15.1 The place of performance shall be the place where the respective contract is concluded or a separately agreed place.

XVI. Minor changes in performance

16.1 If it is not a consumer transaction, minor or other changes to the service, consulting or delivery obligation that are reasonable for the customers of Graphit Lifestyle shall be deemed approved in advance. This shall apply in particular to deviations caused by the item.

XVII. Duty of the customer to inspect

17.1 All services of Graphit Lifestyle (e.g. preliminary drafts and the like) that are to be implemented externally shall be reviewed and approved by the customer. Disadvantages that arise due to non-issued approvals (e.g. cancellation fees for bookings…) shall be borne by the customer.

17.2 In particular, the customer shall be responsible for checking the legal admissibility of all external services of Graphit Lifestyle, especially with regard to competition and trademark law. An external legal review shall only be arranged at the written request of the customer, who shall bear the associated costs. The customer shall only approve the advertising measures or trademarks proposed by Graphit Lifestyle once it has assured itself that they are unobjectionable under competition or trademark law or if it is prepared to bear any risk associated with the implementation of the advertising measure or the use of the trademark itself.

XVIII. Compensation for damages

18.1 The liability of Graphit Lifestyle for claims for damages of any kind shall be excluded – to the extent permitted by law – except in cases of gross negligence or willful misconduct. This shall not apply to personal injury or, in the case of consumer transactions, to damage to items accepted for processing. The existence and type of fault must be proven by the injured party, unless it is a consumer transaction. If it is not a consumer transaction, the limitation period for claims for damages is six months from the transfer of risk. The provisions on damages contained in these Terms and Conditions or otherwise agreed shall also apply if the claim for damages is asserted in addition to or instead of a warranty claim.

XIX. Warranty

19.1 The customer shall assert and substantiate any complaints in writing to Graphit Lifestyle without delay, but at the latest within seven days after the service has been rendered, otherwise the services of Graphit Lifestyle shall be deemed approved.

19.2 The warranty period shall be six months from delivery/service. The customer shall not be entitled to withhold payments due to defects. The presumption provision of § 924 AGBG shall be excluded.

19.3 Graphit Lifestyle shall only be liable for damages in the event of a breach of primary contractual obligations if intent or gross negligence can be proven. The customer’s right to warranty shall remain unaffected in accordance with these GTC. Claims for damages by the customer for consequential damages shall be excluded in any case.

19.4 Graphit Lifestyle shall provide a warranty for proper execution, but no warranty in the event that a service provided by it does not achieve the hoped-for success.

19.5 With the exception of those cases in which the right to rescission is granted by law, Graphit Lifestyle reserves the right to fulfill the warranty claim at the discretion of Graphit Lifestyle through improvement (rectification), replacement or price reduction.

19.6 Graphit Lifestyle shall be entitled and obliged to rectify any inaccuracies and defects in its consultancy services that subsequently become known. It shall be obliged to inform the customer of this immediately. The customer shall be entitled to the rectification of defects free of charge if Graphit Lifestyle is responsible for them. This claim shall expire six months after Graphit Lifestyle has provided the service in question. The reversal of the burden of proof, i.e. the obligation of Graphit Lifestyle to prove its innocence of the defect, is excluded. The corresponding statutory regulations shall apply to consumer transactions.

XX. Delivery dates

20.1 Unless expressly agreed as binding, stated delivery or service deadlines shall only be deemed approximate and non-binding. Binding deadline agreements must be recorded in writing or confirmed in writing by Graphit Lifestyle.

20.2 If the delivery/service of Graphit Lifestyle is delayed for reasons for which it is not responsible, such as force majeure events and other unforeseeable events that cannot be averted by reasonable means, the performance obligations shall be suspended for the duration and to the extent of the hindrance and the deadlines shall be extended accordingly. If such delays last for more than two months, the customer and Graphit Lifestyle shall be entitled to withdraw from the contract.

20.3 If Graphit Lifestyle is in default, the customer may only withdraw from the contract after it has set Graphit Lifestyle a reasonable grace period of at least 14 days in writing and this has elapsed fruitlessly. Claims for damages by the customer due to non-fulfillment or delay shall be excluded, except in the case of proof of intent or gross negligence.

XXI. Right of ownership and right of retention

21.1 All services of Graphit Lifestyle, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, final artwork, concepts, negatives, etc.), including individual parts thereof, shall remain the property of Graphit Lifestyle, as shall the individual workpieces and design originals, and may be reclaimed by Graphit Lifestyle at any time – in particular upon termination of the contractual relationship. By paying the fee, the customer acquires the right of use for the agreed purpose. However, unless otherwise agreed, the customer may only use the services of Graphit Lifestyle in Austria. The acquisition of rights of use and exploitation rights to the services of Graphit Lifestyle shall in any case require full payment of the fees invoiced by Graphit Lifestyle. If the customer already uses the services of Graphit Lifestyle before this point in time, this use shall be based on a loan relationship that can be revoked at any time.

21.2 Modifications or adaptations of Graphit Lifestyle services, in particular their further development by the customer or by third parties working for the customer, are only permitted with the express consent of Graphit Lifestyle and – insofar as the services are protected by copyright – of the author.

21.3 The consent of Graphit Lifestyle is required for the use of services of Graphit Lifestyle that go beyond the originally agreed purpose and scope of use, irrespective of whether this service is protected by copyright. Graphit Lifestyle and the author shall be entitled to separate appropriate remuneration for this.

21.4 The consent of Graphit Lifestyle shall also be required for the use of Graphit Lifestyle services or advertising materials for which Graphit Lifestyle has developed conceptual or design templates after the expiry of the contract, irrespective of whether this service is protected by copyright or not.

21.5 The customer shall be liable to Graphit Lifestyle for any unlawful use in double the amount of the appropriate fee for this use.

21.6 Furthermore, Graphit Lifestyle shall not be obliged to provide further services until the outstanding amount has been paid (right of retention). The obligation to pay remuneration shall remain unaffected by this. All goods and services shall be delivered or rendered by Graphit Lifestyle subject to retention of title and shall remain the property of Graphit Lifestyle until full payment has been made. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.

21.7 If the transaction is not a consumer transaction, the customer shall not be entitled to retain the entire gross invoice amount, but only a reasonable part thereof, in the event of a justified complaint, except in cases of rescission.

XXII. Assignment of claims

22.1 In the event of delivery subject to retention of title, the customer hereby assigns to Graphit Lifestyle its claims against third parties, insofar as these arise through the sale or processing of the goods of Graphit Lifestyle, on account of payment until final payment of the claims of Graphit Lifestyle. Upon request, the customer shall name its customers to Graphit Lifestyle and inform them of the assignment in good time. The assignment shall be entered in the accounts, in particular in the open items list, and made visible to the customer on delivery bills, invoices, etc. If the customer is in arrears with its payments to Graphit Lifestyle, the sales proceeds received by the customer shall be segregated and the customer shall only hold these in the name of Graphit Lifestyle. Any claims against an insurer are already now assigned to Graphit Lifestyle within the limits of § 15 of the Insurance Contract Act. Claims against Graphit Lifestyle may not be assigned without the express consent of Graphit Lifestyle.

XXIII. Termination of contract

23.1 PR and advertising contracts end with their contractually agreed term without the need for termination. If the contract was concluded for an indefinite period, it may be terminated by either party subject to a three-month notice period to the end of the respective month. Immediate termination of the contract for good cause remains unaffected.

XXIV. Data protection

24.1 Data protection is a matter of trust and the trust of customers is important to Graphit Lifestyle. All personal data shall only be collected, processed and used (“used”) by Graphit Lifestyle within the legal framework.

24.2 The customer agrees that his personal data, namely name/company name, profession, date of birth, company register number, powers of representation, contact person, business address and other addresses of the customer, telephone number, fax number, e-mail address, bank details, credit card details, VAT number) may be used for the purpose of fulfilling the contract and supporting the customer as well as for our own advertising purposes, for example for sending offers, advertising brochures and newsletters (in paper and electronic form), as well as for the purpose of referring to the existing or previous business relationship with the customer (reference). The customer agrees that electronic mail may be sent to him for advertising purposes until revoked. This consent can be revoked at any time in writing by e-mail, fax or letter to the contact details stated in the GTC.

XXV. Change of address

25.1 The customer shall be obliged to notify Graphit Lifestyle of any changes to its residential or business address as long as the contractual legal transaction has not been completely fulfilled by both parties. If the notification is omitted, declarations shall be deemed to have been received even if they are sent to the last known address.

XXVI. Duty of confidentiality

26.1 Graphit Lifestyle undertakes to maintain confidentiality with regard to all matters which become known to it in connection with its activities and which are not intended for the public. It shall ensure that this confidentiality obligation is also fulfilled by its employees and agents. This duty of confidentiality shall also apply after termination of the PR and advertising contract.

26.2 However, this contractual confidentiality obligation shall not apply in the context of legal proceedings or vis-à-vis a professional party representative who is obliged to maintain confidentiality, in particular in a judicial or extrajudicial dispute with the customer (e.g. action for fees), insofar as this is necessary to protect the rights of Graphit Lifestyle.

26.3 Notwithstanding this duty of confidentiality, Graphit Lifestyle shall be entitled for an unlimited period of time to include the customer and, if applicable, a brief description of the service provided for the customer in its reference list and to use this information for advertising and presentation purposes in any fair manner, in particular also on the Internet. A revocation, which is possible at any time, must be received by Graphit Lifestyle in writing.

XXVII. Power of attorney

27.1 The customer authorizes Graphit Lifestyle to commission the necessary deliveries or services (e.g. photos, printed works, trademark registrations and the like) from external professionals in its name and for its account for the implementation of agreed PR, media and marketing concepts within the scope of the approved budget at standard market conditions.

XXVIII. Choice of law, place of jurisdiction Austrian law shall apply.

28.1 The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The contractual language is German. The contracting parties agree on Austrian as the domestic jurisdiction. If it is not a consumer transaction, the exclusive place of jurisdiction for all legal disputes arising from and in connection with the concluded contract shall be the competent court in Innsbruck.