Terms and Conditions

General Terms and Conditions (GTC)

for IT, hosting, DevOps and marketing services (Austria, primarily B2B)

Last updated: 4 February 2026 Contractor: Premotion Media Consulting e.U., Döblergasse 3/13, 1070 Vienna, e-mail: hello@premotion.com (“Contractor”)

1. Scope, B2B focus, written form/text form

• These GTC apply to all offers, contracts and services of the Contractor, in particular software development, web design, screen design, DevOps, hosting of servers and applications, online marketing and performance marketing as well as maintenance/support.
• These GTC are aimed primarily at entrepreneurs within the meaning of the UGB (Austrian Commercial Code) (B2B). Should, by way of exception, a consumer place an order, mandatory consumer-protection provisions apply in addition; in all other respects these GTC remain effective to the extent permissible.
• Written/text form: Where these GTC provide for “written” form, text form is sufficient, in particular e-mail (including without a qualified electronic signature), unless “personally signed”, “registered mail” or a stricter form is expressly required.

2. Offer, conclusion of contract, order of precedence

• Offers are — unless expressly stated as binding — subject to change and without engagement.
• A contract is concluded by written acceptance (text form pursuant to clause 1.3), order confirmation or actual performance of services.
• In the event of contradictions, the following order of precedence applies: (1) individual agreement/service description, (2) SLAs/annexes, (3) these GTC.

3. Scope of services

• The scope and content of services result from the offer/service description, specifications, ticket/backlog, SOW or comparable documents.
• Marketing/performance marketing is in principle a service; a specific economic outcome (e.g. revenue, ROAS, leads) is not owed unless expressly agreed as a target agreement with a measurement methodology.
• Deadlines are binding only if they have been expressly agreed in writing as fixed dates.

4. Customer’s duties to cooperate

• The customer shall provide all necessary information, content, access, approvals, test data and decisions in good time.
• Delays/additional costs resulting from a lack of cooperation are borne by the customer; agreed deadlines are postponed accordingly.
• The customer shall ensure that supplied content (texts, images, videos, trademarks, music etc.) may be used free of third-party rights.

5. Changes (change requests)

• Changes/extensions to the scope of services require a written agreement (text form is sufficient) on content, effort, price and consequences for deadlines.
• Without a change request, services are provided only to the agreed extent.

6. Acceptance (for work deliverables)

• Where acceptance has been agreed, the service is deemed accepted if the customer does not give written notice of material defects within 10 working days of provision or uses the service productively.
• Defects must be documented in a way that is easy to follow. Immaterial defects do not prevent acceptance.

7. Remuneration, third-party costs

• Prices are net plus VAT. Billing is on a fixed-price, milestone or time-and-materials (hourly rate) basis as agreed.
• Third-party costs (cloud/hosting, licences, domains, plugins, stock media, ads budgets etc.) are borne by the customer unless otherwise agreed.
• Ads budgets are not part of the fee.

8. Payment terms, default

• Invoices are due within 14 days of the invoice date unless otherwise agreed.
• In the event of default: statutory default interest as well as reimbursement of necessary reminder/collection costs to the extent permitted by law. The Contractor may suspend services after a reasonable grace period.

9. Rights of use, handover (clear default rule)

• Unless otherwise agreed in writing, the customer receives a simple (non-exclusive), non-transferable, non-sublicensable right of use in the work results covered by the contract, limited to the agreed purpose (e.g. operation of the website/application, use of the design in the agreed channel/medium, use of campaign assets).
• Rights of use arise only upon full payment for the respective service.
• There is no entitlement to the handover of source code, editing/project files (e.g. Figma/PSD), CI/CD pipelines, infrastructure as code, internal documentation or similar internal artefacts, unless this has been expressly agreed in writing as a deliverable.
• Pre-existing tools, templates, frameworks, libraries, know-how and reusable components (“background IP”) remain with the Contractor or its licensors. Open source is subject to the respective licence terms.

10. Third-party services / subcontractors / third-party platforms

• The Contractor may use subcontractors; the Contractor remains the contractual partner.
• Third-party platforms (e.g. Google/Meta, newsletter tools, app stores) are governed by their own terms; changes, suspensions or limitations on their part are beyond the Contractor’s control.

11. Hosting, DevOps, support (e-mail), uptime & customer obligations

11.1 General

• Hosting/DevOps services (operation, deployments, monitoring, updates, hardening, backups etc.) result from the respective service sheet/offer.
• Not automatically included (unless expressly agreed): 24/7 stand-by, high availability/geo-redundancy, pen tests, emergency drills/restore tests, comprehensive security audits.

11.2 Support channel (e-mail) & emergencies

• Support is provided exclusively by e-mail to hello@premotion.com or a separately notified support address.
• A hotline/emergency stand-by service is not owed unless it is expressly agreed in writing as a paid additional service (SLA/on-call).

11.3 Maintenance windows

Planned maintenance may be carried out and can lead to brief restrictions; where possible, maintenance will be announced in advance.

11.4 Uptime target (99.5%) and downtime definition (“hard down”)

• For servers/applications hosted by the Contractor, a service availability (uptime) of 99.5% applies, calculated over a rolling period of 12 months, unless otherwise agreed in writing.
• Uptime = (total time – downtime) / total time.
• no connection is possible (e.g. DNS/socket/TCP/HTTP unreachable) or
• repeated checks return exclusively server errors (HTTP 5xx), and this condition persists without interruption for at least 5 minutes.
• Downtime (“hard down”) exists exclusively where the service is completely unreachable, in particular where no connection is possible (e.g. DNS/socket/TCP/HTTP unreachable) or repeated checks return exclusively server errors (HTTP 5xx), and this condition persists without interruption for at least 5 minutes.
• mere performance degradation (“degraded performance”), timeouts of individual requests, partial outages without complete unreachability,
• planned maintenance windows,
• disruptions caused by the customer (e.g. faulty content/deployments on the customer’s instruction, misconfigurations caused by the customer),
• outages beyond the Contractor’s control (e.g. upstream/provider outages, the customer’s internet connection, disruptions of third-party providers),
• force majeure as well as attacks (e.g. DDoS) that could not be avoided despite reasonable measures.
• The following in particular do not count as downtime: mere performance degradation (“degraded performance”), timeouts of individual requests, partial outages without complete unreachability, planned maintenance windows, disruptions caused by the customer (e.g. faulty content/deployments on the customer’s instruction, misconfigurations caused by the customer), outages beyond the Contractor’s control (e.g. upstream/provider outages, the customer’s internet connection, disruptions of third-party providers), force majeure as well as attacks (e.g. DDoS) that could not be avoided despite reasonable measures.
• The Contractor’s monitoring data/logs are decisive for this determination, unless mandatory law provides otherwise.

11.5 SLA remedy in the event of a shortfall (refund — max. 1× per 6 months)

• If uptime falls below the value of 99.5% pursuant to clause 11.4, the customer may, as the exclusive SLA remedy, demand a refund of the ongoing hosting/operations fee for the current calendar month (at the Contractor’s option as a repayment or credit note).
• The SLA claim may be asserted at most once within a period of 6 months (the time at which the claim is asserted is decisive).
• The claim must be asserted in writing (e-mail is sufficient) within 30 days of becoming aware of, or of notification/proof of, the shortfall; otherwise it lapses.
• Further SLA claims (in particular contractual penalties, additional credits) are excluded; clause 17 (liability) remains unaffected.

11.6 Customer obligation: regular updates / WordPress maintenance not included

• The customer is obliged to keep websites/applications regularly up to date, in particular to update CMS (e.g. WordPress), themes and plugins promptly and to apply security-related updates without delay.
• WordPress maintenance (core/plugin/theme updates, security hardening, malware scanning/clean-up, compatibility checks, restore tests etc.) is not included in hosting plans, unless it is expressly agreed in writing as part of the plan/offer.
• If the customer fails to apply updates, the customer bears the risk of security vulnerabilities, incompatibilities and outages; the Contractor is liable for this only within the scope of clause 17.
• In the event of an acute security threat (compromised installation, malware, spam dispatch), the Contractor is entitled to suspend temporarily or take technical measures to minimise damage; where possible with prior notice, otherwise immediately afterwards.

11.7 Domains (ownership, routing)

• If the Contractor registers domains on behalf of the customer, these are — where the registrar permits — registered with the customer as domain holder/registrant. The Contractor may (if necessary) be entered as Admin-C/Tech-C.
• The customer may also hold domains itself via a registrar of its choice and route them to the Contractor’s infrastructure (DNS records). The customer remains responsible for the correctness and currency of the DNS configuration, unless changes are expressly taken over by the Contractor.
• Domain fees and third-party charges are borne by the customer unless otherwise agreed.

12. Data handover/exit, retention after the end of the contract

• After the end of the contract, the Contractor is entitled to deactivate access/accounts under its control and to revoke permissions.
• At the customer’s request, the Contractor will provide a customary data/project handover against payment of the effort involved (e.g. export of content/DB dump, configuration extracts, handover of access credentials, handover of repos, where available and agreed). Scope/format will be determined reasonably; third-party accounts must in principle be taken over/newly created by the customer.
• Retention/backups after termination: Unless otherwise agreed, customer-related data/backups are retained for a further 30 days after the end of the contract and then deleted/overwritten, unless statutory retention obligations prevent this.
• The customer is obliged to commission all desired exports/handovers within this period and to provide the necessary cooperation. After expiry, there is no further entitlement to restoration.

13. Warranty / defects (B2B, shortened)

• The customer must inspect services immediately after provision/acceptance and give written notice of defects immediately, at the latest within 10 working days of their becoming apparent; otherwise the service is deemed approved.
• Warranty period: In business-to-business transactions, the warranty period is — to the extent legally permissible — shortened to 6 months from acceptance.
• In the case of justified defects, the Contractor will, at its option, rectify or replace within a reasonable period.

14. Marketing / performance marketing (additional clarification)

• The Contractor does not owe any specific results; changes to platforms/algorithms, policy decisions, account suspensions or tracking restrictions (consent) are beyond its control.
• The customer is responsible for the legal permissibility of content/claims/products.

15. Use of AI tools (transparency, IP, confidentiality)

• The Contractor may use AI-assisted tools (e.g. code assistance, text/image drafts) to provide services, provided this does not breach any agreed confidentiality, data protection or security requirements.
• No confidential customer information (including source code, access credentials, personal data, internal strategies) is entered into public AI services unless (a) the customer expressly approves this or (b) a service with suitable contractual/technical safeguards is used.
• AI-generated drafts may be subject to restrictions arising from licences or providers. To the extent legally permissible, the Contractor does not guarantee that AI outputs are exclusive or free of third-party rights; however, the Contractor will work carefully to the best of its knowledge and remedy issues where there are indications of problems.
• The customer may prohibit the use of specific AI tools in writing; this may affect effort, costs and duration.

16. Customer’s legal responsibility (data protection, legal notice, cookies, media) & indemnification (balanced)

• The customer is solely responsible for a correct privacy policy and legal notice details, legally required content/consent texts and their currency, as well as clearing rights (media/copyright/trademark rights).
• The Contractor does not provide legal advice. Technical implementations (e.g. consent banners, tag integration) do not replace a legal review.
• Indemnification by the customer: The customer indemnifies the Contractor against third-party claims (including reasonable lawyers’ fees) arising from (a) supplied content, (b) missing/incorrect legal texts/consents of the customer or (c) unlawful products/claims of the customer.
• Exception — fault of the Contractor: The indemnification does not apply to the extent that a third party’s claim is attributable to culpable defective performance by the Contractor. In that case, liability is governed exclusively by clause 17.

17. Liability (6-month cap with minimum threshold), exclusions of liability

• Except in cases of personal injury, the Contractor is liable only for intent and gross negligence, unless mandatory law provides otherwise.
• In cases of slight negligence, liability is — to the extent permissible — excluded.
• Liability cap: To the extent liability exists, it is limited in total to the remuneration actually paid by the customer in the 6 months preceding the event giving rise to the damage, but at least EUR 5,000. If the total remuneration of the affected contract is below EUR 5,000, liability is capped at the total remuneration of that contract.
• To the extent permissible, lost profit, consequential damages, business interruption, indirect damages and data loss (see 17.5) are excluded.
• The customer shall ensure adequate data backups. Liability (if any) exists only for the restoration effort where a proper, up-to-date backup exists.

18. Data protection / processing on behalf of the customer (standard DPA, Art. 28 GDPR (DSGVO))

• The parties shall comply with the GDPR and the DSG (Austrian Data Protection Act).
• Where the Contractor processes personal data on behalf of the customer, the standard data processing agreement (DPA) provided by the Contractor is deemed concluded upon placement of the order and conclusion of the contract (clause 2) (Art. 28 GDPR). The Contractor makes the DPA available in text form.
• The customer undertakes to provide the necessary cooperation details (e.g. specific processing operations, categories, points of contact). The Contractor processes personal data exclusively within the scope of the concluded DPA.
• Unless otherwise agreed, the customer remains the controller for purposes/content/consents.

19. Confidentiality

Both parties undertake to treat all non-public information confidentially. This obligation remains in force for 3 years after the end of the contract, unless longer statutory/contractual obligations exist.

20. Use as a reference

• The Contractor may name the customer (name/logo) as a reference and publish screenshots/case-study presentations, provided no confidential information is disclosed in doing so.
• The customer may prohibit the use as a reference at any time in writing; from receipt of the objection, the Contractor will refrain from future reference uses within a reasonable period.

21. Price adjustment for continuing obligations (index clause)

• For ongoing services (e.g. hosting, maintenance, ongoing support), the Contractor is entitled to adjust prices once a year in line with the Consumer Price Index (VPI) 2020 of Statistics Austria (or a successor index).
• The starting basis is the index value for the month in which the contract began (or of the last adjustment date). New price = old price × (new index / base index).
• Price adjustments will be notified to the customer in writing at least 30 days before they take effect.

22. Prohibition of assignment

The customer is not entitled to assign, transfer or pledge rights or obligations under the contract — including any warranty or damages claims — in whole or in part to third parties without the Contractor’s prior written consent.

23. Escalation / amicable dispute resolution (attempted conciliation)

• The parties undertake first to seek an amicable resolution of disputes arising from or in connection with this contract.
• Before initiating court proceedings, the party asserting a claim must notify the other party of the dispute in writing and enable escalation to decision-maker level (e.g. management). The parties shall then conduct negotiations within 14 days; if no agreement is reached within 30 days of notification, recourse to the courts is permissible.
• The right to apply for interim measures or to assert due payment claims in court remains unaffected.

24. Language clause

The German version of these GTC is authoritative. Any translations are for information purposes only.

25. Compliance (anti-corruption, sanctions)

• The parties undertake to comply with all applicable laws, in particular anti-corruption and sanctions regulations.
• Neither party shall offer, promise or grant improper advantages to public officials or third parties in connection with the performance of the contract.
• The customer warrants that it will not use the Contractor’s services for unlawful purposes.

26. Term, termination

• Project contracts end upon performance/acceptance.
• Ongoing services may — unless otherwise agreed — be terminated with 30 days’ notice to the end of the month.
• Termination without notice for good cause remains unaffected (e.g. payment default, serious breach of contract, security risks).

27. Force majeure

Events beyond the parties’ control (e.g. outages of cloud providers, official measures, natural events) release the parties from their performance obligations for the duration of the disruption; deadlines are postponed accordingly.

28. Set-off, retention (B2B)

Set-off is permissible only with undisputed claims or claims established by final judgment. Rights of retention only from the same contractual relationship.

29. Final provisions, choice of law, place of jurisdiction, severability clause

• Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
• The place of jurisdiction for entrepreneurs is Vienna, Inner City (Wien, Innere Stadt).
• Severability clause: Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is deemed replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

30. Contact

Premotion Media Consulting e.U. Döblergasse 3/13, 1070 Vienna E-mail: hello@premotion.com