General Terms and Conditions

UNFINISHED e.U. · Bülent Toluay
Hackhofergasse 1, 1190 Wien, Österreich
Company register number: FN 633859x, Handelsgericht Wien
VAT ID: ATU82781456
Phone: +43 677 634 639 10 · Email: office@unfinished.at

1. Scope, Conclusion of Contract

1.1 The UNFINISHED e.U. (hereinafter the “Agency”) provides its services exclusively on the basis of the following General Terms and Conditions (T&C). These apply to all legal relationships between the Agency and the commissioning company, even if no express reference is made to them. The T&C apply exclusively to legal relationships with businesses, i.e. B2B.

1.2 The version valid at the time the contract is concluded shall apply in each case. Deviations from these terms as well as any other supplementary agreements with the commissioning company are only effective if confirmed in writing by the Agency.

1.3 Any terms and conditions of the commissioning company are not accepted, even if known, unless expressly agreed otherwise in writing in the individual case. The Agency expressly objects to the terms and conditions of the commissioning company. No further objection by the Agency to the commissioning company’s terms and conditions is required.

1.4 Amendments to the T&C will be notified to the commissioning company and are deemed agreed if the client does not object to the amended T&C in writing within 14 days; in the notification, the commissioning company will be expressly advised of the significance of its silence and of the specific clauses that have been amended. This presumption of consent does not apply to changes to essential service content and fees.

1.5 Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the binding nature of the remaining provisions and of the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and purpose.

1.6 The Agency’s offers are subject to change and non-binding.

2. Social Media Channels

Before the order is placed, the Agency expressly informs the commissioning company that the providers of “social media channels” (e.g. Facebook, hereinafter: providers) reserve the right in their terms of use to reject or remove advertisements and advertising presences for any reason. The providers are therefore not obliged to forward content and information to users. Consequently, there is a risk, which the Agency cannot calculate, that advertisements and advertising presences may be removed without cause. In the event of a complaint by another user, the providers do grant the possibility of a counterstatement, but in this case too the content is removed immediately. Restoring the original, lawful state may take some time in such a case. The Agency works on the basis of these terms of use of the providers, over which it has no influence, and bases the commissioning company’s order on them as well. By placing the order, the client expressly acknowledges that these terms of use (co-)determine the rights and obligations of any contractual relationship. The Agency intends to carry out the commissioning company’s order to the best of its knowledge and belief and to comply with the guidelines of “social media channels”. However, due to the terms of use currently in force and the ease with which any user can allege legal infringements and thereby achieve the removal of content, the Agency cannot guarantee that the commissioned campaign will be accessible at all times.

3. Protection of Concepts and Ideas

If a company has already invited the Agency in advance to develop a concept, and the Agency complies with this invitation before the main contract is concluded, the following provision applies:

3.1 A contractual relationship (“pitching contract”) already arises through the invitation and the Agency’s acceptance of the invitation. This contract is also based on the T&C.

3.2 The inviting company acknowledges that, in developing the concept, the Agency is already providing cost-intensive preliminary services, even though no performance obligations have yet been assumed.

3.3 In its textual and graphic parts, insofar as these attain the requisite level of originality, the concept is protected by copyright law. Use and adaptation of these parts without the Agency’s consent is not permitted to the inviting company already by virtue of copyright law.

3.4 In addition, the concept contains advertising-relevant ideas that do not attain the requisite level of originality and therefore do not enjoy the protection of copyright law. These ideas stand at the beginning of every creative process and may be defined as the spark that ignites everything subsequently produced and thus as the origin of marketing strategies. Accordingly, those elements of the concept are protected which are independent and give the marketing strategy its characteristic character. Ideas within the meaning of this agreement are deemed to include in particular advertising slogans, advertising copy, graphics and illustrations, advertising materials, etc., even if they do not attain the requisite level of originality.

3.5 The inviting company undertakes to refrain from commercially exploiting, or having exploited, or using, or having used, these creative advertising ideas presented by the Agency as part of the concept outside the framework of a main contract to be concluded at a later date.

3.6 If the inviting company is of the opinion that it was presented by the Agency with ideas it had already conceived before the presentation, it must notify the Agency of this by email within 14 days of the date of the presentation, citing evidence that allows a chronological attribution.

3.7 Otherwise, the contracting parties assume that the Agency has presented the inviting company with an idea that is new to the company. If the idea is used by the commissioning company, it is to be assumed that the Agency rendered a service in this respect.

3.8 The inviting company may release itself from its obligations under this clause by paying reasonable compensation, calculated according to the individual case. The release takes effect only upon full receipt of the compensation payment by the Agency.

4. Scope of Services, Order Processing and the Commissioning Company’s Duties to Cooperate

4.1 The scope of the services to be provided results from the description of services in the agency contract or any order confirmation by the Agency, as well as from any briefing protocol (“offer documents”). Subsequent changes to the content of the services require written confirmation by the Agency. Within the framework specified by the commissioning company, the Agency has creative freedom in performing the order.

4.2 All services of the Agency (in particular all preliminary drafts, sketches, final artwork, proofs, blueprints, copies, colour prints and electronic files) are to be checked by the commissioning company and approved by it within three working days of receipt by the commissioning company. After this period has elapsed without feedback, they are deemed to have been approved by the commissioning company.

4.3 The commissioning company will make available to the Agency, in good time and in full, all information and documents required for the provision of the service. It will inform the Agency of all circumstances relevant to the performance of the order, even if these only become known during the performance of the order. The commissioning company shall bear the expense arising from work having to be repeated or being delayed by the Agency as a result of incorrect, incomplete or subsequently amended information provided by it.

4.4 The commissioning company is further obliged to check the documents provided for the performance of the order (photos, logos, etc.) for any copyright, trademark, identifying-sign rights or other third-party rights (rights clearing) and guarantees that the documents are free from third-party rights and can therefore be used for the intended purpose. In the case of merely slight negligence, or after fulfilling its duty to warn – in any event in the internal relationship with the commissioning company – the Agency is not liable for an infringement of such third-party rights through documents provided. If the Agency is held liable by a third party on account of such an infringement, the commissioning company shall indemnify and hold the Agency harmless; it shall compensate the Agency for all disadvantages it incurs as a result of claims by third parties, in particular the costs of reasonable legal representation. The commissioning company undertakes to support the Agency in defending against any third-party claims. For this purpose, the commissioning company shall make all documents available to the Agency without being requested to do so.

5. External Services / Engaging Third Parties

5.1 The Agency is entitled, at its own discretion, to perform the service itself, to use qualified third parties as vicarious agents in the provision of the contractual services, and/or to substitute such services (“external service”).

5.2 The engagement of third parties as part of an external service is carried out either in the Agency’s own name or in the name of the commissioning company, the latter after prior notification to the commissioning company. The Agency will select these third parties carefully and ensure that they have the required professional qualifications.

5.3 The commissioning company shall assume obligations towards third parties that have been disclosed to it and that extend beyond the term of the contract. This applies expressly also in the event of termination of the agency contract for good cause.

6. Deadlines

6.1 Stated delivery or performance deadlines, unless expressly agreed as binding, are only approximate and non-binding. Binding deadline arrangements must be recorded in writing or confirmed in writing by the Agency.

6.2 If the Agency’s delivery/performance is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be averted by reasonable means, the performance obligations are suspended for the duration and to the extent of the impediment, and the deadlines are extended accordingly. If such delays last more than two months, both the commissioning company and the Agency are entitled to withdraw from the contract.

6.3 If the Agency is in default, the commissioning company may withdraw from the contract only after it has set the Agency a reasonable grace period of at least 14 days in writing and this has elapsed without result. Claims for damages by the commissioning company on account of non-performance or default are excluded, except where intent or gross negligence is proven.

7. Early Termination

7.1 The Agency is entitled to terminate the contract for good cause with immediate effect. Good cause exists in particular if

a) performance of the service becomes impossible for reasons for which the commissioning company is responsible, or continues to be delayed despite the setting of a grace period of 14 days;
b) the commissioning company continuously breaches material obligations under this contract, such as payment of an amount that has fallen due or duties to cooperate, despite a written warning with the setting of a grace period of 14 days;
c) there are justified concerns regarding the creditworthiness of the commissioning company and, at the Agency’s request, it provides neither advance payments nor adequate security before the Agency performs.

7.2 The commissioning company is entitled to terminate the contract for good cause without setting a grace period. Good cause exists in particular if the Agency continuously breaches material provisions of this contract despite a written warning setting a reasonable grace period of at least 14 days to remedy the breach.

8. Remuneration/Fee

8.1 Unless otherwise agreed, the Agency’s claim to a fee for each individual service arises as soon as that service has been provided. The Agency is entitled to demand advances to cover its expenses. From an order volume with an (annual) budget of € 3,500.00, or for orders that extend over a longer period, the Agency is entitled to issue interim invoices or advance invoices or to call up payments on account.

8.2 The fee is understood as a net fee plus value added tax at the statutory rate. In the absence of an agreement in the individual case, the Agency is entitled to a fee at the customary market rate for the services provided and for the granting of the copyright and identifying-sign usage rights.

8.3 All services of the Agency that are not expressly covered by the agreed fee are remunerated separately. All out-of-pocket expenses incurred by the Agency are to be reimbursed by the commissioning company.

8.4 The Agency’s cost estimates are non-binding. If it becomes foreseeable that the actual costs will exceed those estimated in writing by the Agency by more than 15%, the Agency will inform the commissioning company of the higher costs. The cost overrun is deemed approved if the commissioning company does not object in writing within three working days of this notice and at the same time indicate more cost-effective alternatives. In the case of a cost overrun of up to 15%, separate notification is not required. Such a cost-estimate overrun is deemed to be approved by the commissioning company from the outset.

8.5 If the commissioning company unilaterally changes or discontinues commissioned work without involving the Agency – notwithstanding the Agency’s ongoing other support – it must remunerate the Agency for the services provided up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the discontinuation is due to a grossly negligent or intentional breach of duty by the Agency, the commissioning company must furthermore reimburse the Agency for the entire fee (commission) agreed for this order, whereby the credit of amounts saved under Section 1168 of the Austrian Civil Code (ABGB) is excluded. Furthermore, the Agency is to be indemnified and held harmless with regard to any third-party claims. By paying the fee, the commissioning company acquires no usage rights whatsoever in work already provided; rather, concepts, drafts and other documents not executed must be returned to the Agency without delay.

9. Payment, Retention of Title

9.1 The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms are agreed in writing in the individual case. This also applies to the onward charging of all out-of-pocket expenses and other expenditures. The goods supplied by the Agency remain the property of the Agency until the fee, including all ancillary liabilities, has been paid in full.

9.2 In the event of default in payment by the commissioning company, the statutory default interest at the rate applicable to business-to-business transactions applies. Furthermore, in the event of default in payment, the commissioning company undertakes to reimburse the Agency for the reminder and collection costs incurred, insofar as they are necessary for appropriate legal action. This in any event includes the costs of two reminder letters at the customary market rate of currently at least € 20.00 per reminder, as well as one reminder letter from a lawyer engaged to collect the debt. The assertion of further rights and claims remains unaffected.

9.3 In the event of default in payment by the commissioning company, the Agency may declare immediately due all services and partial services rendered under other contracts concluded with the commissioning company.

9.4 Furthermore, the Agency is not obliged to provide further services until the outstanding amount has been settled (right of retention). The obligation to pay the fee remains unaffected.

9.5 If payment in instalments has been agreed, the Agency reserves the right, in the event of failure to pay partial amounts or ancillary claims on time, to demand immediate payment of the entire outstanding debt (acceleration / loss of deadline benefit).

9.6 The commissioning company is not entitled to set off its own claims against claims of the Agency, unless the commissioning company’s claim has been acknowledged in writing by the Agency or established by a court.

10. Ownership and Copyright

10.1 All services of the Agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, scribbles, final artwork, concepts, negatives, slides), including individual parts thereof, remain – like the individual work pieces and original designs – the property of the Agency and may be reclaimed by the Agency at any time, in particular upon termination of the contractual relationship. This clause applies equally to services rendered through the use of artificial intelligence. By paying the fee, the commissioning company acquires the right to use them for the agreed purpose. In the absence of an agreement to the contrary, however, the commissioning company may use the Agency’s services exclusively in Austria. The acquisition of usage and exploitation rights to the Agency’s services in any case requires full payment of the fees invoiced by the Agency for them. If the commissioning company uses the Agency’s services before this point in time, such use is based on a loan relationship that may be revoked at any time.

10.2 Changes or adaptations of the Agency’s services, in particular their further development by the commissioning company or by third parties acting on its behalf, are permitted only with the express consent of the Agency. The handover of all so-called “open files” is thereby expressly not part of the contract. The Agency is not obliged to hand them over. This means that, without a contractual assignment of usage rights also for “electronic works”, the commissioning company has no legal claim to them.

10.3 The use of the Agency’s services that goes beyond the originally agreed purpose and scope of use requires – regardless of whether such service is protected by copyright – the consent of the Agency. This clause applies equally to services rendered through the use of artificial intelligence. The Agency is entitled to separate reasonable remuneration for this.

10.4 For the use of the Agency’s services or of advertising materials for which the Agency has developed conceptual or design templates, the consent of the Agency is likewise required after expiry of the agency contract, regardless of whether such service is protected by copyright or not.

10.5 For uses pursuant to para. 4, the Agency is entitled, in the 1st year after the end of the contract, to the full agency remuneration agreed in the expired contract. In the 2nd and 3rd year after expiry of the contract, only half or a quarter, respectively, of the remuneration agreed in the contract. From the 4th year after the end of the contract, no further agency remuneration is payable.

10.6 The commissioning company is liable to the Agency for any unlawful use in twice the amount of the fee appropriate for such use.

11. Attribution

11.1 The Agency is entitled to reference the Agency and, where applicable, the author on all advertising materials and in all advertising measures, without the commissioning company being entitled to any fee for this.

11.2 Subject to the commissioning company’s written revocation, which is possible at any time, the Agency is entitled to reference the existing or former business relationship with the commissioning company, using its name and company logo, on its own advertising media and in particular on its website (reference notice).

12. Warranty

12.1 The commissioning company must report any defects in writing, describing the defect, without delay, in any event within eight days of delivery/performance by the Agency, and hidden defects within eight days of discovering them; otherwise any deviation of the service is deemed approved. In this case, the assertion of warranty and damages claims as well as the right to rescind on the grounds of error due to defects is excluded.

12.2 In the case of a justified and timely notice of defect, the commissioning company is entitled to have the delivery/service improved or replaced by the Agency. The Agency will remedy the defects within a reasonable period, whereby the commissioning company shall enable the Agency to carry out all measures necessary for investigation and remedying of the defect. The Agency is entitled to refuse improvement of the service if this is impossible or involves disproportionately high effort for the Agency. In this case, the commissioning company is entitled to the statutory rights of rescission or price reduction. In the case of improvement, it is incumbent on the commissioning company to arrange for the transmission of the defective (physical) item at its own expense.

12.3 It is also incumbent on the commissioning company to check the service for its legal admissibility, in particular under competition, trademark, copyright and administrative law. The Agency is only obliged to carry out a rough check of legal admissibility. In the case of slight negligence, or after fulfilling any duty to warn, the Agency is not liable to the commissioning company for the legal admissibility of content if this was specified or approved by the commissioning company. This clause applies equally to services rendered through the use of artificial intelligence.

12.4 The warranty period is six months from delivery/performance. The commissioning company is not entitled to withhold payments on account of complaints. The presumption rule of Section 924 of the Austrian Civil Code (ABGB) is excluded.

13. Liability and Product Liability

13.1 In cases of slight negligence, any liability of the Agency and that of its employees, contractors or other vicarious agents (“people”) for damage to property or financial loss of the commissioning company is excluded, irrespective of whether this concerns direct or indirect damage, lost profit or consequential damage caused by defects, damage due to default, impossibility, positive breach of contract, fault at the conclusion of the contract, or due to defective or incomplete performance. The injured party must prove the existence of gross negligence. Insofar as the Agency’s liability is excluded or limited, this also applies to the personal liability of its “people”.

13.2 Any liability of the Agency for claims raised against the commissioning company on the basis of the service provided by the Agency (e.g. an advertising measure) is expressly excluded if the Agency has fulfilled its duty to advise or if such a duty was not apparent to it, whereby slight negligence does no harm. In particular, the Agency is not liable for litigation costs, the commissioning company’s own legal fees or costs of publishing judgments, nor for any damages claims or other third-party claims; the commissioning company shall indemnify and hold the Agency harmless in this respect. This clause applies equally to services rendered through the use of artificial intelligence.

13.3 Claims for damages by the commissioning company lapse within six months of becoming aware of the damage; in any event, however, after three years from the Agency’s infringing act. Claims for damages are limited in amount to the net order value.

14. Applicable Law

The contract and all mutual rights and obligations as well as claims derived therefrom between the Agency and the commissioning company are governed by Austrian substantive law, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods.

15. Place of Performance and Place of Jurisdiction

15.1 The place of performance is the registered office of the Agency. In the case of dispatch, the risk passes to the commissioning company as soon as the Agency has handed over the goods to the carrier it has chosen.

15.2 The court with subject-matter jurisdiction for the registered office of the Agency is agreed as the place of jurisdiction for all legal disputes arising between the Agency and the commissioning company in connection with this contractual relationship. Notwithstanding this, the Agency is entitled to sue the commissioning company at its general place of jurisdiction.

As of: June 2026 · These T&C apply exclusively to transactions with businesses (B2B).