Tusaro Studio by Sandro Tuce

Annenstrasse 29
8020 Graz
Austria
Email: work@tusaro.studio

(Scope, Contract Conclusion)

1.1 Tusaro Studio by Sandro Tuce (hereinafter referred to as "Agency") provides its services exclusively based on the following General Terms and Conditions (GTC). These apply to all legal relationships between the Agency and the customer, even if not explicitly referred to. The GTC are exclusively applicable to legal relationships with entrepreneurs, hence B2B.

1.2 The version valid at the time of the conclusion of the contract shall apply. Deviations from these and other supplementary agreements with the customer are only effective if confirmed in writing by the Agency.

1.3 Any terms and conditions of the customer will not be accepted, even if known, unless explicitly agreed otherwise in writing on a case-by-case basis. The Agency expressly objects to any of the customer's GTC. No further objection to the customer's GTC by the Agency is required.

1.4 Changes to the GTC will be communicated to the customer and are considered agreed upon if the customer does not object in writing within 14 days; the customer will be explicitly informed about the significance of their silence.

1.5 Should individual provisions of these General Terms and Conditions be invalid, this does not affect the binding nature of the remaining provisions and the contracts concluded based on them. The invalid provision is to be replaced by a valid one that comes closest to the sense and purpose.

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

(Social Media Channels)

The Agency explicitly informs the customer before placing an order that providers of "social media channels" (e.g., Facebook, hereinafter referred to as providers) reserve the right in their terms and conditions to reject or remove advertisements and appearances for any reason. Therefore, the providers are not obliged to forward content and information to the users. Consequently, there is an incalculable risk that advertisements and appearances may be removed without reason. In the event of a complaint from another user, providers may allow for a counterstatement, but even then, the content is immediately removed. Restoring the original, lawful state may take some time. The Agency works based on these providers' terms and conditions, over which it has no influence, and these also apply to the customer's order. The customer explicitly acknowledges upon placing the order that these terms and conditions determine the rights and obligations of any potential contractual relationship. The Agency intends to execute the customer's order to the best of its knowledge and belief and comply with the "social media channels" guidelines. However, due to the currently valid terms and the ease with which any user can claim legal violations and thus achieve content removal, the Agency cannot guarantee that the commissioned campaign will be accessible at all times.

(Concept and Idea Protection)

If the potential customer has already invited the Agency to create a concept and the Agency complies with this invitation before the conclusion of the main contract, the following regulation applies:

3.1 By inviting and accepting the invitation by the Agency, the potential customer and the Agency enter into a contractual relationship ("pitching contract"). The GTC also apply to this contract.

3.2 The potential customer acknowledges that the Agency incurs cost-intensive preliminary work by developing the concept, even though the customer has not yet assumed any performance obligations.

3.3 The concept is subject to copyright protection in its linguistic and graphic parts, insofar as they reach the level of a work. The potential customer is not permitted to use and process these parts without the Agency's consent based on the copyright law.

3.4 The concept also includes advertising-relevant ideas that do not reach the level of a work and thus do not enjoy copyright protection. These ideas are at the beginning of every creative process and can be defined as the initial spark of everything later produced and thus as the origin of the marketing strategy. Therefore, those elements of the concept that are peculiar and give the marketing strategy its characteristic shape are protected. Ideas within this agreement particularly include advertising slogans, advertising texts, graphics, illustrations, and advertising materials, even if they do not reach the level of a work.

3.5 The potential customer commits to refraining from economically exploiting or having others exploit or use these creative advertising ideas presented by the Agency within the framework of the concept outside the corrective of a subsequently concluded main contract.

3.6 If the potential customer believes that the Agency presented ideas to them that they had already conceived before the presentation, they must inform the Agency within 14 days from the presentation day by email, providing evidence allowing temporal assignment.

3.7 Otherwise, the contractual parties assume that the Agency presented a new idea to the potential customer. If the customer uses the idea, it is assumed that the Agency was meritorious.

3.8 The potential customer can release themselves from their obligations under this point by paying an appropriate compensation plus 20% VAT. The release takes effect only after the full payment of compensation has been received by the Agency.

(Scope of Services, Order Processing, and Customer's Obligations to Cooperate)

4.1 The scope of services to be provided results from the service description in the Agency contract or any order confirmation by the Agency, as well as any briefing protocol ("offer documents"). Subsequent changes to the service content require written confirmation by the Agency. Within the framework specified by the customer, the Agency has freedom of design in fulfilling the order.

4.2 All services provided by the Agency (in particular all preliminary drafts, sketches, final drawings, brush proofs, blueprints, copies, color prints, and electronic files) must be reviewed by the customer and approved within three working days of receipt. If the customer does not respond within this period, they are considered approved by the customer.

4.3 The customer will provide the Agency with all information and documents necessary for the performance of the service in a timely and complete manner. The customer will inform the Agency of all circumstances that are significant for the execution of the order, even if these only become known during the execution of the order. The customer bears the expense resulting from work that has to be repeated or is delayed due to incorrect, incomplete, or subsequently changed information provided by the customer.

4.4 Furthermore, the customer is obliged to check the documents provided for the execution of the order (photos, logos, etc.) for any 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. The Agency is not liable for slight negligence or after fulfilling its duty to warn – in any case, within the internal relationship with the customer – for a violation of such third-party rights through the provided documents. If the Agency is held liable for such an infringement by a third party, the customer shall indemnify and hold the Agency harmless; they must reimburse all disadvantages incurred by the Agency due to claims by third parties, especially the costs of appropriate legal representation. The customer commits to supporting the Agency in defending against any claims by third parties. The customer will provide the Agency with all necessary documents unsolicited.

(Third-party Services / Commissioning of Third Parties)

5.1 The Agency is entitled, at its own discretion, to perform the service itself, to use knowledgeable third parties as vicarious agents in the performance of contractual services, and/or to substitute such services ("third-party service").

5.2 The commissioning of third parties within the framework of a third-party service can be done either in the Agency's name or in the customer's name. The Agency will carefully select these third parties and ensure they have the necessary professional qualifications.

5.3 The customer is responsible for obligations towards third parties that extend beyond the contract duration. This explicitly applies in the case of termination of the Agency contract for an important reason.

(Deadlines)

6.1 Specified delivery or service deadlines are, unless explicitly agreed as binding, only approximate and non-binding. Binding deadline agreements must be recorded in writing or confirmed in writing by the Agency.

6.2 If the delivery/performance by the Agency is delayed for reasons beyond its control, such as force majeure and other unforeseeable, unavoidable events, the performance obligations will be suspended for the duration and extent of the hindrance, and deadlines will be extended accordingly.

If such delays last more than two months, both the customer and the Agency are entitled to withdraw from the contract.

6.3 If the Agency is in default, the customer can withdraw from the contract only after setting a written grace period of at least 14 days, which has expired without success. Claims for damages by the customer due to non-fulfillment or delay are excluded unless there is proof of intent or gross negligence.

(Premature Termination, Contract Withdrawal & Penalty)

7.1 The Agency is entitled to terminate the contract for important reasons with immediate effect. An important reason exists, in particular, if

• a) the performance of the service becomes impossible for reasons attributable to the customer, or is further delayed despite a grace period of 14 days;

• b) the customer repeatedly violates essential obligations under this contract, such as payment of a due amount or cooperation obligations, despite written warning with a grace period of 14 days;

• c) justified concerns regarding the customer's creditworthiness exist, and the customer neither makes advance payments at the Agency's request nor provides adequate security before the Agency's performance.

7.2 In the event of a contract withdrawal by the client, the following penalties will be charged: In case of withdrawal before the agreed online start or before the Agency's services are provided, 50% of the total fee will be charged as a penalty. In the event of withdrawal after the agreed online start or after the Agency's services are provided, 100% of the total fee is due.

7.3 The Agency is entitled to withdraw from the contract for important reasons, especially if the customer initiates bankruptcy proceedings over its assets or the initiation of such proceedings is denied due to lack of cost-covering assets or if the customer stops payments.

(Fees)

8.1 Unless otherwise agreed, the Agency's fee claim arises for each individual service as soon as it has been rendered. The Agency is entitled to demand advance payments to cover its expenses. From an order volume with an (annual) budget of €5,000, or those extending over a longer period, the Agency is entitled to create interim invoices or advance invoices or to request advance payments.

8.2 The fee is net plus the applicable value-added tax at the statutory rate. In the absence of an agreement in individual cases, the Agency is entitled to determine the fee at its discretion following the applicable fee guidelines for advertising agencies.

8.3 All services of the Agency not expressly covered by the agreed fee are to be paid separately. All cash expenses incurred by the Agency are to be reimbursed by the customer.

8.4 Cost estimates provided by the Agency are non-binding. If it is foreseeable that the actual costs will exceed those estimated by the Agency in writing by more than 15%, the Agency will inform the customer of the higher costs. The cost overrun is considered approved by the customer if the customer does not object in writing within three working days after this notification and at the same time discloses cheaper alternatives. If it is a cost overrun of less than 15%, separate notification is not necessary. This cost estimate overrun is considered approved by the client from the outset.

8.5 If the customer unilaterally changes or discontinues commissioned work without involving the Agency and notwithstanding other ongoing arrangements, they will compensate the Agency for the services provided up to that point according to the agreement and reimburse all incurred costs. If the discontinuation is not due to a grossly negligent or intentional breach of duty by the Agency, the customer also has to compensate the Agency for the entire agreed fee (commission remuneration). By paying this fee, the customer does not acquire any rights to previously performed work; unused concepts, drafts, and other documents must be returned to the Agency immediately.

8.6 Payment is due immediately upon receipt of the invoice without deductions unless special payment terms are agreed in writing in individual cases. This also applies to the recharging of all cash expenses and other expenses. The goods delivered by the Agency remain the property of the Agency until full payment of the fee, including all ancillary liabilities.

8.7 In case of payment default by the customer, the statutory default interest applies at the rate applicable to entrepreneurs. Furthermore, in the event of payment default, the customer commits to reimbursing the Agency for any dunning and collection expenses incurred, provided they are necessary for appropriate legal prosecution. This includes, in any case, the costs of two dunning letters at €20.00 net per letter, as well as a dunning letter from a lawyer commissioned to collect the debt. Assertion of further rights and claims remains unaffected.

If the customer is in default with a payment, the Agency may immediately declare all services and partial services rendered within the framework of other contracts concluded with the customer due.

Furthermore, the Agency is not obliged to provide further services until the outstanding amount is settled. If payment in installments has been agreed upon, the Agency reserves the right to demand immediate payment of the entire outstanding debt in case of non-payment of partial amounts or ancillary claims on time (acceleration clause).

The customer is not entitled to offset claims against the Agency unless the customer's counterclaims have been legally established or acknowledged by the Agency in writing.

(Liability and Warranty)

9.1 In cases of slight negligence, the Agency and its vicarious agents are not liable for property damage or financial loss to the customer, regardless of whether it is direct or indirect damage, lost profit, or consequential damage, and regardless of the legal grounds. In particular, the Agency is not liable for recovery of data, programming errors, etc.

9.2 The Agency assumes no liability for claims made against the customer based on the services provided by the Agency (e.g., advertising measures) if the Agency has fulfilled its duty to inform or the duty to warn, or if such a duty was not apparent, whereby slight negligence does not harm. The Agency is particularly not liable for legal costs, the customer's own legal fees, or for costs of judgments, as well as for any claims for damages or other claims by third parties; the customer must indemnify and hold the Agency harmless in this regard.

9.3 Claims for damages by the customer expire six months after knowledge of the damage; in any case, three years after the infringing behavior of the Agency. Claims for damages are limited in amount to the net order value.

9.4 The customer must immediately inspect the services provided by the Agency and report any defects within three working days from the delivery/service by the Agency, hidden defects within three working days from their discovery, by registered letter; otherwise, the service is considered approved. In this case, the assertion of warranty and compensation claims, as well as the right to contest errors due to defects, is excluded.

(Applicable Law)

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

(Place of Fulfillment and Jurisdiction)

11.1 The place of fulfillment is the registered office of the Agency. In the case of shipping, the risk is transferred to the customer as soon as the Agency has handed over the goods to the carrier chosen by it.

11.2 The agreed place of jurisdiction for all legal disputes arising between the Agency and the customer in connection with this contractual relationship is the court having jurisdiction over the subject matter in Graz. Notwithstanding this, the Agency is entitled to sue the customer at his general place of jurisdiction.

11.3 If the customer's place of residence or habitual abode is outside Austria, the Agency's place of business is agreed as the place of jurisdiction for all claims. This does not affect the right to invoke another court having jurisdiction based on the law.