TERMS & CONDITIONS
General Terms and Conditions
This Agreement is entered into between Improove GmbH, Neubaugasse 64-66, 3/7, 1070 Vienna, Austria (hereinafter "Company") and the party named in the related Project Service Agreement (hereinafter "Client"). It applies to all SEO and reporting services as well as any other services offered by the Company.
Term and Termination
This Agreement enters into force on the date specified in the PSA. Either party may terminate if the other breaches a material obligation and fails to remedy such breach within 30 days of receiving written notice. The Company may terminate immediately if: (i) the Client fails to pay any fee within 90 days of receipt of the invoice; or (ii) the Client fails to cooperate with the Company or impedes the Company's ability to perform the services.
No Exclusivity
Unless expressly stated otherwise, nothing in this Agreement constitutes any commitment by either party not to enter into agreements with third parties. This Agreement grants neither the Company nor the Client any exclusive rights.
Offers, Presentations, Acceptance
PSA offers are non-binding unless expressly stated otherwise in writing. The Client's general terms and conditions do not form part of the contract. Presentations made prior to conclusion of an agreement give rise to a right to reasonable compensation. All presentation materials must be returned; copies are not permitted.
Improvement Services
The Company undertakes to provide the Client with preferred positioning in search engines and to report results on a continuous and timely basis.
Independent Contractor
The Company bears full responsibility for the payment of all taxes and required insurance. Employees and contractors of the Company are not entitled to participate in the Client's employee benefit programmes.
Third-Party Services
The Company may at its discretion engage third parties to fulfil its obligations under this Agreement. Third-party software shall be made available to the Client under separate licence agreements between the third party and the Client.
Scope and Duration of Services
The scope, commencement and duration of the Company's services shall be set out in the PSA. Unless otherwise stated, performance begins on the date the contract is concluded and ends upon completion of the last agreed step or issuance of the final invoice.
Changes and Additional Services
In the event that the Client requests additional services or changes, the Company shall be entitled to fair compensation for such additional or modified services.
Performance of Services; Duty to Cooperate
The Company is only obliged to perform the services after the Client has provided all required information and documents. Electronic services are deemed performed upon electronic delivery and notification of the Client. Unless written objection is received within 5 days, the services shall be deemed accepted. After acceptance, the Company has no obligation to retain data or deliverables.
Fee
The Client shall pay an initial retainer upon signing this Agreement. The fee amount is determined in the PSA and is due before the Company performs the services.
Proprietary Rights, Usage Rights, Copyright
Unless expressly agreed otherwise in writing, all Improove services remain the exclusive intellectual property of Improove. The Client receives only a non-transferable usage licence for the duration of the contractual relationship. The Company may reference the business relationship and use the Client's logo in its marketing materials.
Deadlines and Delivery Periods
The Company shall use reasonable best efforts to meet agreed deadlines; however, time is not of the essence. Liability exists only in cases of intentional misconduct or gross negligence.
Fees; Refunds and Cancellation Fees
Fees must be received prior to the commencement of any services. In the event of cancellation by the Client, any refunds shall be reduced by the value of work already completed as set out in the PSA. The Client agrees to pay cancellation fees as provided in the PSA. The Company is authorised to deduct any amounts owed from refunds.
Invoices
The Company shall invoice the Client for fees at the frequency and in the form set out in the relevant PSA. Each invoice shall include provider and client details, a description of services rendered and the total fees charged.
Payment Terms
Unless expressly agreed otherwise, payment is due within 30 days of the invoice date without deduction and shall be made by bank transfer. In the event of late payment, interest shall accrue at 1.5% per month. If the Client fails to comply, all outstanding amounts become immediately due.
Other Expenses
Out-of-pocket expenses, third-party costs and travel expenses incurred by the Company shall be reimbursed by the Client unless the PSA provides otherwise.
Partial Billing and Set-off
The Company is entitled to issue partial invoices. The Client has no right of set-off in any case.
Website Changes
The Company is not responsible for changes made to the Client's websites by third parties that negatively affect search engine rankings. The Company has no obligation to back up the Client's websites or documents.
Additional Services
Additional services not detailed in this Agreement or the PSA shall be charged on an hourly basis following notification to the Client. The Company is not responsible for the Client overwriting Improove's work on the Client's website(s).
Indemnification
The Client shall indemnify and hold harmless the Company from all claims arising from materials provided by the Client or from the infringement of third-party rights. The Company shall indemnify the Client for breaches of its own obligations under this Agreement.
Disclaimer of All Other Warranties
THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT'S EXPECTATIONS OR REQUIREMENTS. SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
Limitation of Liability
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE COMPANY'S LIABILITY SHALL IN NO EVENT EXCEED THE VALUE OF THE CLIENT'S ORDER AS SET OUT IN THE PSA. NO REFUNDS ARE GUARANTEED.
Representations
The Client and the Company mutually represent and warrant that they:
have the authority, expertise and capacity to enter into this Agreement and fulfil the related obligations;
own or have permission to use all elements provided to the other party;
will fulfil their obligations with reasonable care and skill;
hold all necessary permits and licences;
operate their website in compliance with applicable law;
will provide required information in a timely manner.
Confidentiality
The parties agree to keep each other's confidential and proprietary information in strict confidence. Confidential information includes, without limitation, written or oral contracts, trade secrets, know-how, memoranda, reports and financial information. Confidentiality obligations survive for one year after termination of the Agreement.
Non-Solicitation
During the performance of services and for a period of two years thereafter, the Client shall not directly or indirectly solicit, hire or otherwise engage any employee of the Company, nor interfere with the Company's business or accounts.
Force Majeure
Neither party shall be liable for delay or non-performance resulting from causes beyond its reasonable control. The affected party shall promptly notify the other in writing and shall make all commercially reasonable efforts to minimise the impact.
Relationship of the Parties
The Company shall be deemed an independent contractor. This Agreement does not create an employment relationship, joint venture or partnership.
Applicable Law and Jurisdiction
This Agreement is governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and applicable conflict-of-laws rules. Any amendments require written form signed by both parties. The competent court for Vienna (Innere Stadt) shall have exclusive jurisdiction over any disputes. Place of performance is A-1070 Vienna.
Severability
If any provision of this Agreement is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be deemed replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.
Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments require written form signed by both parties.
Read and Understood
Each party acknowledges that it has read and understood this Agreement and agrees to be bound by its terms and conditions. Each party warrants that its signing representative is duly authorised.