This is a translation; the legally binding text is the original German version. As of 1st September 2024.
1. General Section
1.1 Scope and Conclusion of Contract
All deliveries and services provided by checkpointmedia GmbH are exclusively based on the general terms and conditions of checkpointmedia GmbH in their current version, unless otherwise agreed in writing. General terms and conditions of the contracting party of checkpointmedia GmbH are not recognized and are hereby expressly excluded, even if they remain uncontested.
Conclusion of contract: A contract is concluded either through a written order confirmation from checkpointmedia GmbH or by the actual provision of the service.
1.2 Payment Terms
Invoices are due promptly, net, unless otherwise agreed. Prices are exclusive of VAT and are ex-works, excluding delivery, assembly, installation, training, shipping, or other ancillary services. These services can be provided upon request for an additional fee. In case of delayed payment, interest on arrears at the rate of the European Central Bank's base interest rate plus 8% shall be charged. Discount deductions are not permitted.
Price Adjustments: Prices may be adjusted by checkpointmedia GmbH in line with changes to the 2020 consumer price index. If wage costs or other costs necessary for the provision of services change after the contract is concluded, checkpointmedia GmbH is entitled to adjust the prices accordingly.
1.3 Data Protection
checkpointmedia GmbH commits to complying with the General Data Protection Regulation (GDPR) and the national data protection law. Personal data will only be used for contract fulfillment and will not be shared without explicit consent, unless necessary for contract execution. Data processed by third parties will be returned to the client upon request after the contract work is completed.
1.4 Dispute Resolution
Disputes arising from this contract will be settled in accordance with the terms set out in Section 3.1.
1.5 Termination and Withdrawal
Termination or withdrawal from the contract by the client is only possible for the following important reasons and after prior written notice with a 14-day period:
- checkpointmedia GmbH has significantly breached essential contractual obligations despite repeated reminders.
- The provision of services by checkpointmedia GmbH becomes impossible due to force majeure or other unforeseeable and unavoidable events.
- The client becomes insolvent or insolvency proceedings are initiated against the client’s assets.
- There is a significant change in circumstances that makes the continuation of the contract unreasonable for the client.
In the event of a justified termination or withdrawal, services already provided by checkpointmedia GmbH must be compensated on a pro rata basis. Any additional claims for damages, including lost profits and incurred costs, will be charged to the client. Termination for reasons other than those mentioned above is excluded.
1.6 Confidentiality and Data Protection
Both parties agree to maintain the confidentiality of all confidential information disclosed during the contractual relationship. This obligation remains in effect even after the contract has ended. Personal data required for contract execution will be handled in accordance with data protection regulations. Data processed by third parties will be returned to the client upon request after the contract work is completed.
2. Special Conditions
Module A: Concept Development, Artistic Development, Product Design, and Media Production
2.1 Copyright and Usage Rights
checkpointmedia GmbH retains all copyright and intellectual property rights to the ideas, concepts, designs, plans, and media products created as part of projects. Usage rights to these services are only transferred to the client after full payment of all outstanding amounts and, if applicable, after the completion of the entire project, including the implementation phase.
The client’s right to have the ideas, concepts, and preliminary plans created by checkpointmedia GmbH realized by third parties only exists if this has been explicitly agreed upon in writing in the offer or contract. Otherwise, the use, transfer, or exploitation of these services by the client or third parties without the prior written consent of checkpointmedia GmbH is prohibited.
2.2 Liability and Warranty
checkpointmedia GmbH warrants that the creative services are free from legal defects and meet the agreed specifications. checkpointmedia GmbH ensures that all ideas, concepts, designs, and media products developed during the project do not, to the best of its knowledge, infringe on any third-party copyrights, trademarks, or other intellectual property rights. However, further liability for the infringement of such rights is only assumed to the extent required by law.
Should defects arise, checkpointmedia GmbH is obliged to provide remedy or replacement. Complaints about defects must be made in writing within two weeks of receipt of the service. Hidden defects must be reported immediately upon discovery. If remedy or replacement fails, the client has the right to demand a reduction in the fee or to cancel the contract. Claims for damages are limited to intent and gross negligence and exclude indirect damages, consequential damages, and lost profits to the extent permitted by law. The client is obligated to inspect the delivered products for defects promptly and report them in writing within the legally stipulated periods. Delays or errors caused by insufficient or late information from the client are not the responsibility of checkpointmedia GmbH.
Module B: Technical Planning
2.3 Planning and Documentation
checkpointmedia GmbH commits to carrying out all technical planning according to the specifications and requirements provided by the client. The client is responsible for providing all necessary information, specifications, and data in a timely and appropriate manner. All planning documents, technical drawings, and calculations created by checkpointmedia GmbH remain the property of checkpointmedia GmbH and are protected by copyright. The client receives a license to use these documents solely in connection with the specific project.
2.4 Liability for Planning Errors
checkpointmedia GmbH is liable for direct damages resulting from demonstrably faulty planning, but only if intent or gross negligence can be proven. Liability is limited to the contract value of the planning service. Claims for indirect damages, such as lost profits or production downtimes, are excluded to the extent permitted by law. Delays or errors caused by insufficient or delayed information from the client are not the responsibility of checkpointmedia GmbH.
2.5 Change Management and Adjustments
Changes or additions to the technical planning that become necessary after the contract has been signed require a written agreement from both parties. checkpointmedia GmbH will inform the client in advance of the estimated costs and time required for the changes. Approvals for changes that are not provided in writing are invalid. The client is responsible for any delays or additional costs arising from subsequent change requests.
2.6 Acceptance of Planning Services
The client shall accept the completed planning services within two weeks after the completion and submission of the corresponding documents. Hidden defects that were not detectable during acceptance must be reported immediately in writing upon discovery. In the case of justified defects, checkpointmedia GmbH has the right to correct them within a reasonable period.
2.7 Intellectual Property
All results from the technical planning, including all copyrights, patents, trademarks, and other intellectual property rights, remain with checkpointmedia GmbH. The client receives a non-exclusive, non-transferable license to use these results solely within the scope of the specified project.
2.8 Confidentiality
Both parties agree to keep all information received during the planning services confidential. Disclosing information to third parties without the written consent of the other party may lead to claims for damages. This obligation remains in effect even after the contract relationship has ended.
Module C: Trade
2.9 Product Sales and Delivery Terms
checkpointmedia GmbH sells and delivers equipment and products according to the specifications outlined in the purchase contract. Delivery is ex-works, and the risk passes to the client upon handover to the carrier or directly to the client. Delays in delivery caused by production bottlenecks, supplier delays, or force majeure do not entitle the client to cancel the order or claim damages. The client is obliged to handle the goods with care and insure them as long as ownership has not yet transferred. Insurance of the goods at the client’s expense is recommended.
2.10 Retention of Title
All goods delivered remain the property of checkpointmedia GmbH until full payment of all claims arising from the business relationship between checkpointmedia GmbH and the client. The client is obliged to handle the goods with care and must immediately inform checkpointmedia GmbH of any third-party access to the goods, such as in the event of seizure, as well as any damage or destruction of the goods. Reselling, pledging, transferring by way of security, or otherwise disposing of the goods subject to retention of title is not permitted without the prior written consent of checkpointmedia GmbH. In the event of resale, the purchase price claim against the buyer is deemed to be fully assigned to checkpointmedia GmbH.
2.11 Warranty and Complaints
checkpointmedia GmbH warrants that the goods sold are free from material and manufacturing defects at the time of handover. Obvious defects must be reported in writing within two weeks of delivery. Hidden defects must be reported immediately upon discovery. In the case of justified complaints, the client has the right to rectification or replacement. If the defect cannot be remedied, the client may reduce the purchase price or withdraw from the contract. Returns of goods are only possible if they are unused and returned in their original packaging. The cost of return shipping is borne by the client.
2.12 Returns and Cancellations
Orders placed by the client with checkpointmedia GmbH can only be canceled with the consent of checkpointmedia GmbH. In the event of cancellation after the start of production or after specific orders have been placed for goods, cancellation fees of at least 30% of the order value are payable. Returns of delivered goods are only possible if they are unused and returned in their original packaging. The cost of return shipping is borne by the client.
2.13 Confidentiality
As set out in Section 1.6 of the General Terms and Conditions, both parties are obligated to maintain the confidentiality of all confidential information received under the purchase contract. This obligation remains in effect even after the business relationship has ended.
Module D: Websites, Online Annual Reports, and App Development
2.14 Development and Delivery
checkpointmedia GmbH develops websites, online annual reports, and apps according to the technical and functional specifications agreed upon with the client. This includes planning, design, programming, and implementation of the projects, incorporating third-party services and adhering to current compliance requirements, such as accessibility and data protection regulations. The client is responsible for providing all necessary materials, content, and data in a timely and appropriate manner to avoid delays.
2.15 Copyright and Licensing
checkpointmedia GmbH retains all copyrights and related intellectual property rights to the developed digital products. The client is granted a non-exclusive, non-transferable license to use the products within the agreed scope. Usage rights to the created products are only transferred to the client after full payment of all outstanding amounts. Any additional use, including modification, adaptation, or integration into other works, requires prior written consent from checkpointmedia GmbH.
2.16 Liability and Warranty
checkpointmedia GmbH warrants that the developed products are free from legal defects and meet the agreed specifications. In the event of defects, checkpointmedia GmbH commits to rectification or replacement. If the defect cannot be remedied, the client is entitled to a reduction in the fee or withdrawal from the contract. Liability for indirect damages or lost profits is excluded to the extent permitted by law. The client is responsible for delays or errors caused by insufficient or delayed information.
2.17 Modifications and Maintenance
checkpointmedia GmbH offers maintenance contracts that include regular updates and technical support. Changes required after project completion, or maintenance work beyond the contracted scope, will be billed at the current hourly rates, unless otherwise agreed. The specific terms, including costs and duration, will be set out either in the main contract or in a separate maintenance agreement.
2.18 Data Security and Backups
checkpointmedia GmbH commits to performing regular backups and implementing robust security measures to ensure data integrity. Unless otherwise specified in the main contract or a separate maintenance agreement, checkpointmedia GmbH determines the frequency and method of backups.
The client is also responsible for ensuring data security on their own systems and for regularly backing up their data.
2.19 Access Rights and Admin Rights
After project completion and full payment, all necessary access and admin rights will be transferred to the client. Unless otherwise specified in the main contract or a separate agreement, checkpointmedia GmbH reserves the right to determine which access and admin rights will be transferred.
Until full payment is made, all access and admin rights remain with checkpointmedia GmbH. The client agrees to use the transferred access and admin rights exclusively within the scope of the agreed project and not to pass them on to third parties unless expressly agreed in writing.
2.20 SEO and Compliance
checkpointmedia GmbH carries out SEO measures according to the latest standards and ensures compliance with relevant legal regulations during development. Unless otherwise specified in the main contract or a separate agreement, checkpointmedia GmbH determines the extent and methods of these measures.
The client is responsible for reviewing and ensuring the legal compliance of the content and materials they provide. Any liability for legal violations resulting from the use of this content is excluded unless such violations are due to intent or gross negligence on the part of checkpointmedia GmbH.
2.21 Third-Party Services
The integration and use of third-party services are carried out according to client requirements and in compliance with all licensing terms. checkpointmedia GmbH assumes no liability for failures or defects caused directly by third-party services unless explicitly stated in the contract.
2.22 Duration and Termination of Specific Services
The duration of contracts for specific services such as hosting or ongoing maintenance will be specified in the main contract or a separate agreement. Unless otherwise stated in the contract, checkpointmedia GmbH reserves the right to determine the duration and termination conditions of these services at its discretion. Ordinary termination of such services is only possible in accordance with the termination periods and conditions specified in the contract. The right to extraordinary termination for good cause remains unaffected. Good cause includes, in particular, gross breaches of duty or the impossibility of service provision due to unforeseeable and unavoidable events.
3. Final Provisions
3.1 Jurisdiction and Applicable Law
The place of performance for all obligations arising from this legal transaction is Vienna. The court with jurisdiction in Vienna is locally competent to decide all disputes arising from this contract. However, checkpointmedia GmbH is also entitled to bring legal action at the general place of jurisdiction of the contracting party. Austrian substantive law applies, regardless of the country in which the order is executed. The application of the UN Sales Law is expressly excluded.
3.2 Written Form Clause
Side agreements, subsequent amendments, and/or additions must be in writing to be valid. The written form is also fulfilled via email, provided that a confirmation of receipt from the other party is obtained. Other means of communication are only considered sufficient if expressly agreed between the parties.
3.3 Severability Clause
If individual provisions of these general terms and conditions are or become invalid, this shall not affect the remaining content of the general terms and conditions. In place of the invalid provision, a provision shall apply that comes closest economically to the invalid provision and is legally permissible.
3.4 Transfer of Rights and Obligations
The transfer of rights and obligations from this contract requires the prior written consent of checkpointmedia GmbH. Consent will be granted if there are no legitimate reasons against it.
3.5 Statute of Limitations
All claims arising from this contract expire, to the extent legally permissible, within six months from the time the claim arose and the claimant became aware of the circumstances giving rise to the claim or would have become aware without gross negligence.