General Terms and Conditions (GTC)

1. Applicability, conclusion of contract

UtileMedia e.U. (hereinafter: Agency) provides its services exclusively on the basis of the following General Terms and Conditions (GTC). They apply to all legal relationships between the Agency and the Customer, even if they are not expressly referred to. The GTC apply exclusively to legal relationships with entrepreneurs (B2B).

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

Terms and conditions of the Customer are not accepted, even if known to the Agency, unless expressly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to the Customer’s terms and conditions; no further objection is required.

The Customer will be informed of amendments to the GTC; they are deemed agreed unless the Customer objects to the amended GTC in writing within 14 days. In the notification, the Customer will be expressly informed of the significance of silence and of the specific clauses amended. This deemed consent does not apply to changes to material service content or fees.

If individual provisions of these GTC are ineffective, this does not affect the binding nature of the remaining provisions and of the contracts concluded on their basis. The ineffective provision shall be replaced by an effective one that comes closest to its meaning and purpose.

The basis for the conclusion of the contract is the respective offer of the Agency or the order of the Customer, in which the scope of services and the remuneration are set out. The Agency’s offers are subject to change and non-binding.

2. Provision of services via third-party platforms and tools

The Agency provides its services using third-party software, platforms and services, in particular from the following categories: domain registrars, e-mail hosting providers (e.g. Google Workspace, Microsoft 365), data providers as well as enrichment and validation services, e-mail sending and sequencing platforms, tools for outreach via professional networks, CRM, automation and AI services. Unless otherwise agreed, the selection of the specific tools used is at the Agency’s due discretion and may change during the course of the collaboration.

These services are subject to the terms of use and policies of the respective providers, over which the Agency has no influence. Providers may change or discontinue services, suspend or restrict accounts, block or blacklist domains, remove content, and restrict reach and delivery. The Agency selects providers carefully and executes orders to the best of its knowledge in accordance with the respective policies. However, it does not guarantee the constant availability of these services and is not liable for delays, outages or impairments of a campaign attributable to measures or disruptions on the part of the providers (e.g. domain blacklisting, account suspensions, deletion or restriction of accounts and content).

This also applies in particular to measures and presences on social media and network platforms (e.g. LinkedIn, Meta): their providers reserve the right in their terms of use to reject or remove content and advertising presences for any reason and to restrict accounts. The Agency therefore cannot guarantee that campaigns and content will be accessible at all times. By placing the order, the Customer acknowledges that the platforms’ terms of use co-determine the rights and obligations of the contractual relationship.

Cold e-mail and outbound campaigns depend on numerous external factors, including spam filters, recipient server policies, data quality and market conditions. The Agency owes the professional performance of the agreed activities, but not a specific commercial result, in particular no specific delivery, open or reply rates and no specific number of leads, appointments or closed deals, unless expressly agreed otherwise in writing.

3. Protection of concepts and ideas

If a potential Customer has invited the Agency in advance to develop a concept, and the Agency accepts this invitation before the conclusion of the principal contract, the following applies:

By the invitation and its acceptance by the Agency, the potential Customer and the Agency enter into a contractual relationship (“pitching contract”). These GTC also form the basis of that contract.

The potential Customer acknowledges that the Agency renders cost-intensive advance services already by developing the concept, even though the Customer has not yet assumed any performance obligations.

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. The potential Customer is not permitted to use or edit these parts without the Agency’s consent, based on the Copyright Act alone.

The concept includes in particular specific lead generation processes, campaign strategies, automation setups, target group segmentations, the building and verification of contact lists, and the selection and combination of the tools and data sources used. These components are also protected by the Copyright Act and by these GTC.

The concept furthermore contains ideas relevant to advertising which do not reach the level of originality required for copyright protection. Protected are those elements of the concept which are distinctive and give the marketing strategy its characteristic shape, in particular advertising slogans, advertising copy, graphics and illustrations, and advertising means, even if they do not reach the level of originality required for copyright protection.

The potential Customer undertakes not to commercially exploit, have exploited, use or have used the creative ideas presented by the Agency as part of the concept outside of a principal contract to be concluded at a later time.

If the potential Customer is of the opinion that ideas were presented to him which he already had before the presentation, he shall notify the Agency thereof by e-mail within 14 days of the presentation, including evidence that allows a chronological allocation.

The potential Customer may release himself from his obligations under this clause by paying reasonable compensation plus 20% VAT. The release takes effect only upon full receipt of the payment by the Agency.

4. Scope of services, order processing and the Customer’s duties to cooperate

The scope of the services to be rendered results from the service description in the agency agreement, an order confirmation by the Agency, or the briefing report (“offer documents”). Subsequent changes to the service content require written confirmation by the Agency. Within the framework specified by the Customer, the Agency has creative freedom.

All services of the Agency (in particular drafts, copy, campaign setups, lists and electronic files) shall be reviewed by the Customer and approved within three working days of receipt. If this period expires without feedback, they are deemed approved.

The Customer shall provide the Agency with all information and documents required for the provision of the services in good time and in full. This includes relevant data for lead generation and campaigns, such as target group definitions, contact data and legal requirements for sending. The Customer shall inform the Agency of all circumstances relevant to the execution of the order, even if they only become known during execution. The Customer bears the costs incurred if work has to be repeated or is delayed as a result of his incorrect, incomplete or subsequently changed information.

The Customer is obliged to review the documents provided (photos, logos, copy, data, etc.) for any copyrights, trademarks or other third-party rights (rights clearance) and guarantees that they are free of third-party rights and can be used for the intended purpose. The Customer is furthermore responsible for ensuring that the data provided by him and the measures commissioned by him comply with the applicable legal provisions, in particular the GDPR, the Austrian Telecommunications Act 2021 (TKG 2021), the Austrian Unfair Competition Act (UWG) or the provisions applicable in the respective target market, including any required consents of the contacted persons.

In the case of mere slight negligence, or after fulfilling its duty to warn, the Agency shall not be liable, at least in the internal relationship with the Customer, for any infringement of third-party rights caused by documents provided or measures commissioned. If the Agency is held liable by a third party for such an infringement, the Customer shall indemnify and hold the Agency harmless; he shall compensate the Agency for all disadvantages incurred through such claims, in particular the costs of appropriate legal representation. The Customer shall support the Agency in defending against any third-party claims and shall provide all necessary documents for this purpose without being requested to do so.

5. Coachings, trainings and online courses

The content and scope of coachings, trainings and online courses result from the respective offer. Delivery takes place online or on site, as agreed.

Agreed individual sessions may be rescheduled or cancelled free of charge up to 24 hours before the start. In the case of later cancellation or no-show, the session may be invoiced. Sessions cancelled by the Agency will be rescheduled.

The Customer receives a simple, non-transferable right to use provided materials (e.g. documents, templates, recordings, course content) for internal purposes or the personal use of the participants. Passing on to third parties, publication and reproduction beyond the agreed purpose require the Agency’s written consent. Access to online courses is personal or company-specific and may not be shared.

Recordings of sessions are only permitted with the consent of both parties. No specific learning or business outcome is owed.

6. External services, commissioning of third parties

The Agency is entitled, at its own discretion, to perform the services itself, to use qualified third parties as agents, and/or to substitute services (“external service”). This also includes the use of specialised providers and platforms for lead generation, campaigns and automation.

Third parties are commissioned either in the Agency’s own name or in the name of the Customer, the latter after prior notification of the Customer. The Agency selects third parties carefully and ensures that they are appropriately qualified.

The Customer shall assume obligations towards third parties that have been disclosed to him and that extend beyond the term of the contract. This expressly also applies in the case of termination of the agency agreement for cause.

7. Deadlines

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

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

If the Agency is in default, the Customer may only withdraw from the contract after having granted the Agency a reasonable grace period of at least 14 days in writing and after this period has expired without result. Claims of the Customer for damages due to non-performance or default are excluded, except where intent or gross negligence is proven.

8. Early termination

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

• the performance of the service becomes impossible for reasons for which the Customer is responsible, or is further delayed despite a grace period of 14 days;
• the Customer continues to breach material obligations under the contract, such as payment of an amount due or duties to cooperate, despite a written warning with a grace period of 14 days;
• there are legitimate concerns about the Customer’s creditworthiness and, upon the Agency’s request, the Customer neither makes advance payments nor provides suitable security.

The Customer is entitled to terminate the contract for good cause if the Agency continues to breach material provisions of the contract despite a written warning with a reasonable grace period of at least 14 days to remedy the breach.

9. Fees

Unless otherwise agreed, the Agency’s entitlement to fees arises for each individual service as soon as it has been rendered. The Agency is entitled to request advances to cover its expenses. The advance payments to be made (generally 50% upon order placement) are stated in the offer. Unless otherwise agreed, ongoing support services (retainers) are invoiced monthly in advance.

Fees are net fees plus statutory value added tax. In the absence of an agreement in the individual case, the Agency is entitled to fees at market rates for the services rendered and the granting of rights of use under copyright and trademark law.

All services of the Agency that are not expressly covered by the agreed fees shall be remunerated separately. All cash expenses incurred by the Agency shall be reimbursed by the Customer.

Cost estimates by the Agency are non-binding. If it becomes apparent that the actual costs will exceed the costs estimated in writing by more than 15%, the Agency will notify the Customer. The cost overrun is deemed approved if the Customer does not object in writing within three working days of this notification, stating cheaper alternatives at the same time. Cost overruns of up to 15% do not require separate notification and are deemed approved from the outset.

If the Customer unilaterally modifies or cancels commissioned work without involving the Agency, he shall remunerate the Agency for the services rendered up to that point in accordance with the fee agreement and reimburse all costs incurred. Unless the cancellation is based on a grossly negligent or intentional breach of duty by the Agency, the Customer shall additionally pay the entire fee agreed for the order; the allowance pursuant to Section 1168 of the Austrian Civil Code (ABGB) is excluded. Furthermore, the Agency shall be indemnified and held harmless with regard to any third-party claims, in particular those of its contractors. By paying the fee, the Customer does not acquire any rights of use to work already performed; concepts, drafts and other documents that were not implemented shall be returned to the Agency without delay.

10. Payment, retention of title

Fees are due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms are agreed in writing in the individual case. The same applies to the recharging of all cash expenses and other expenditures. Delivered services and goods remain the property of the Agency until full payment of the fee including all ancillary obligations.

In the event of default in payment, statutory default interest at the rate applicable to business transactions applies. The Customer shall reimburse the Agency for the reminder and collection costs necessary for appropriate legal action, in any case the costs of two reminder letters at the market rate of currently at least EUR 20.00 per reminder and one reminder letter from a lawyer instructed with collection. The assertion of further rights remains unaffected.

In the event of default in payment, the Agency may declare all services and partial services rendered under other contracts with the Customer immediately due. The Agency is also not obliged to render further services until the outstanding amount has been settled (right of retention); the obligation to pay the fees remains unaffected.

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

The Customer is not entitled to set off his own claims against claims of the Agency, unless the Customer’s claim has been recognised by the Agency in writing or established by a court.

11. Ownership and copyright

All services of the Agency, including those from presentations (e.g. suggestions, ideas, sketches, preliminary drafts, concepts, lead lists, campaign strategies, automation setups and created campaigns), including parts thereof, as well as the individual work pieces and original designs, remain the property of the Agency and may be reclaimed by it at any time, in particular upon termination of the contractual relationship. By paying the fee, the Customer acquires the right to use the services for the agreed purpose. The acquisition of rights of use and exploitation is in any case subject to full payment of the fees invoiced for them. If the Customer uses the Agency’s services before this point in time, this use is based on a loan relationship that can be revoked at any time.

Modifications and adaptations of the Agency’s services, in particular their further development by the Customer or by third parties working for him, are only permitted with the express consent of the Agency and, to the extent that the services are protected by copyright, of the author. The handover of open files and source data is not part of the contract; the Agency is not obliged to hand them over without a separate agreement.

Use of the Agency’s services beyond the originally agreed purpose and scope of use requires the Agency’s consent, irrespective of whether the service is protected by copyright. In consideration, the Agency and the author are entitled to a separate reasonable fee.

After expiry of the agency agreement, use of the Agency’s services or of advertising materials for which the Agency developed conceptual or design templates also requires the Agency’s consent. For such use, the Agency is entitled to the full agency remuneration agreed in the expired contract in the first year after the end of the contract, and to half or one quarter in the second and third year respectively. From the fourth year after the end of the contract, no agency remuneration is payable.

The Customer is liable to the Agency for any unlawful use in the amount of twice the reasonable fee for such use.

12. Identification and reference

The Agency is entitled to refer to the Agency and, where applicable, to the author on all advertising materials and in all advertising measures, without the Customer being entitled to any payment for this.

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

13. Warranty

The Customer shall notify any defects immediately, in any case within eight days of delivery or service, and hidden defects within eight days of their discovery, in writing and with a description of the defect; otherwise the service is deemed approved. In that case, the assertion of warranty claims and claims for damages as well as the right to contest on the grounds of error due to defects is excluded.

In the case of a justified and timely notice of defects, the Customer is entitled to improvement or replacement of the service. The Agency shall remedy defects within a reasonable period; the Customer shall enable it to take all measures necessary for examination and remedy. The Agency is entitled to refuse improvement if it is impossible or involves disproportionately high effort; in this case, the Customer has the statutory rights of rescission or price reduction. In the case of improvement, the Customer shall send the defective (physical) item at his own expense.

The Customer is obliged to examine 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 examination and, in the case of slight negligence or after fulfilling any duty to warn, is not liable for the legal admissibility of content specified or approved by the Customer.

The warranty period is six months from delivery or service. The Customer’s right of recourse pursuant to Section 933b ABGB expires one year after delivery or service. The Customer is not entitled to withhold payments on account of complaints. The presumption rule of Section 924 ABGB is excluded.

14. Liability

In cases of slight negligence, liability of the Agency and its employees, contractors or other agents (“people”) for material damage or financial loss of the Customer is excluded, regardless of whether it concerns direct or indirect damage, lost profit or consequential damage, damage due to default, impossibility, breach of obligation, culpa in contrahendo, or defective or incomplete performance. The injured party must prove gross negligence. To the extent that the Agency’s liability is excluded or limited, this also applies to the personal liability of its people.

Any liability of the Agency for claims asserted against the Customer on the basis of services rendered by the Agency is expressly excluded, provided that the Agency has complied with its duty to inform or such a duty was not recognisable to it, whereby slight negligence does not harm. In particular, the Agency is not liable for costs of legal proceedings, the Customer’s own lawyer’s fees or costs of publication of judgments, or for any claims for damages or other claims of third parties; the Customer shall indemnify and hold the Agency harmless in this respect.

Claims of the Customer for damages expire six months after knowledge of the damage, in any case three years after the Agency’s act of infringement. Claims for damages are limited in amount to the net order value.

15. Data protection

The parties comply with the applicable data protection provisions, in particular the GDPR. To the extent that the Agency processes personal data as a processor on behalf of the Customer (e.g. contact data for the Customer’s campaigns), the parties conclude a data processing agreement pursuant to Art. 28 GDPR. The Customer remains responsible for the lawfulness of the data provided by him and of the processing operations commissioned by him (Clause 4).

Information on the processing of personal data by the Agency as controller is contained in the privacy policy, available at https://www.utilemedia.com/en/privacy

16. Applicable law

The contract and all mutual rights and obligations derived from it, as well as any claims between the Agency and the Customer, are subject to Austrian substantive law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.

17. Place of performance and jurisdiction

The place of performance is the registered office of the Agency. In the case of shipment, the risk passes to the Customer as soon as the Agency has handed over the goods to the carrier chosen by it.

The court with subject-matter jurisdiction at the registered office of the Agency is agreed as the place of jurisdiction for all legal disputes in connection with this contractual relationship. Notwithstanding this, the Agency is entitled to sue the Customer at his general place of jurisdiction.

18. Final provisions

These GTC are available in a German and an English version. In the event of discrepancies or questions of interpretation, the German version prevails.

Where designations referring to natural persons are given in the masculine form only, they refer equally to all genders.

Version: August 2026