1. Scope and contractual basis

1.1 These General Terms and Conditions (GTC) apply to all business relationships betweenGo To Marek – Marek Minar e.U., Viktorgasse 17/17, 1040 Vienna (hereinafter referred to as "Service Provider") and its customers (hereinafter referred to as "Client").

1.2 The service provider renders its services exclusively on the basis of these General Terms and Conditions. Any differing or supplementary terms and conditions of the client shall not become part of the contract unless their validity has been expressly agreed to in writing.

1.3 The version of the General Terms and Conditions valid at the time of conclusion of the contract shall apply in each case.

1.4 In particular, the client's general terms and conditions shall only be deemed agreed upon if they have been expressly acknowledged in writing by the service provider. A mere reference to or transmission of these terms and conditions by the client is not sufficient.

2. Conclusion of contract, scope of services and obligations to cooperate

2.1 The specific scope of services is determined exclusively by aoffer accepted in writing, contract or service document of the service provider.

2.2 Offers from the service provider are non-binding. A contract is only concluded upon written acceptance of the offer by the client and written confirmation by the service provider. Written form is satisfied by a digital or handwritten signature.

2.3 The service provider renders its services exclusively within the framework of service contracts. No specific economic success or concrete result is guaranteed. Any concepts, strategies, documentation, or other work results generated in the course of providing the services do not constitute a legally binding deliverable.

2.4 A contract for work and services will only be expressly agreed upon after a separate, chargeable requirements analysis, detailed description of services, project planning and cost estimate.

2.5 The service provideracts as a consultant. Hedoes not owe any ongoing content creation, campaign management, or operational support.Customer communication implementationunless expressly agreed in writing.

2.6 The client undertakes to provide and implement all information, documents, access, and its own implementation measures necessary for the performance of the services in a timely manner, completely, and in a suitable quality. Delays or additional expenses due to a lack of or delayed cooperation shall be borne by the client.

2.7 Services shall be deemed approved unless the client raises written objections within five working days of delivery.

3. Warranty and claims for defects

3.1 The service provider shall perform its services with the due diligence customary in the industry and to the best of its knowledge and belief. The service provider is liable solely for the professional performance of the agreed service in accordance with the current state of the industry.

3.2 The warranty is limited to the rectification of demonstrable defects, provided these are due to gross negligence or intent on the part of the service provider.

3.3 The client is obliged to notify the service provider in writing of any defects or complaints immediately, but no later than 14 days after becoming aware of them.

3.4 In the event of justified complaints, the service provider will rectify the affected service to the extent possible and economically reasonable.

3.5 Any further warranty is excluded to the extent permitted by law.

4. Correction loops and change requests

4.1 Unless expressly agreed otherwise,a correction loop contain.

4.2 The effort required for this correction loop is based onmaximal 10 %limited to the agreed budget volume.

4.3 If the additional effort exceeds this limit, the service provider is entitled to terminate the service or offer a separate commission.

4.4 If additional work arises due to unclear, changed, or only specified requirements of the client during the course of the project, the service provider is entitled to deliver a technically functional output according to its own best practices, provided that the remaining agreed hours are sufficient and the client agrees to this approach, even if this output does not meet all of the client's individualized expectations.

In such cases, the following procedures, in particular, can be agreed upon by mutual consent:

1. Additional commissioning of measures necessary to fully achieve the desired state;
   
   
2. Continuation of services in accordance with the client's amended or specified requirements until the agreed hours are exhausted; or
   
   
3. Completion of the service provision and consideration of the service as having been provided in accordance with the contract, without further work on the original subject matter of the service.
   

5. Dates, deadlines and time limits

5.1 Any stated schedules, milestones, deadlines or completion dates are for guidance only and are non-binding unless expressly agreed to be binding in writing.

5.2 Binding deadlines are contingent upon the client providing all cooperation, information, content, approvals and implementation measures in a timely manner, completely and in a suitable quality.

5.3 Delays caused by the client's lack of or late cooperation, subsequent change requests, additional coordination, technical dependencies on third-party providers or force majeure will result in a reasonable extension of agreed deadlines.

5.4 Retainer and hourly/budget package agreements do not have fixed delivery or completion dates. Services are provided continuously according to mutual prioritization and capacity.

5.5 Claims for damages due to delays are excluded unless the service provider has acted intentionally or with gross negligence.

6. Liability

6.1 The services provided by the service provider do not constitute legal advice, tax advice, data protection advice or cybersecurity advice.

6.2 Decisions regarding legal, data protection, regulatory or security-related measures are solely the responsibility of the client.

6.3 The service provider shall not be liable for breaches of data protection, compliance or security regulations arising from the use of systems, processes or recommendations within the client's company, unless these are due to intentional or grossly negligent conduct on the part of the service provider.

6.4 The service provider is not liable in particular for

• Security vulnerabilities,
• Cyber attacks,
• Misconfigurations of software or systems,
• Data loss or
• conscious risk decisions by the client.

6.5 The service provider's liability is – to the extent permitted by law – limited, except in cases of intent or gross negligence, to the proportionate net order value of those services in connection with which the damage occurred.

6.6 The service provider shall not be liable for damages arising from the implementation of recommendations, provided that the implementation is carried out by the client or by third parties commissioned by the client.

7. External services and subcontractors

7.1 The service provider is entitled to use third parties to perform the services. Such third parties will only be used after the client has been informed and has agreed to their use.

7.2 The service provider assumes no liability for services provided by third parties in the name or on behalf of the client.

73. The service provider may recommend third parties (e.g., freelancers, agencies, or other specialists) to the client and collaborate with them within the scope of the project. In these cases, a contractual relationship is established exclusively between the client and the respective third party.

7.4 The service provider assumes no liability for the services, actions, or omissions of third parties with whom the client concludes a separate contract. This applies regardless of whether the service provider provides technical support, coordination, or content-related guidance for the collaboration.

8. Software, tools and third-party platforms

8.1 The service provider acts exclusively as a consultant, implementation partner or intermediary in software solutions (e.g. HubSpot).

8.2 The contract for the acquisition and use of software solutions is concluded exclusively between the client and the respective software provider. The service provider is not a party to this contract.
The service provider assumes no liability for the functionality, availability, changes, security aspects or errors of third-party software.
The client is solely responsible for complying with the terms of use of the respective providers and ensuring that the use of the software meets their own legal, technical, and organizational requirements. Any changes, restrictions, or costs caused by the third-party provider are the client's responsibility.

8.3 Tools such as can be used for visualization and documentationFruitThey will be used. Permanent, free access to the provided boards is not guaranteed.
The service provider reserves the right to terminate or restrict access to third-party platforms (e.g. Miro) after the project has ended.
Changes to the terms and conditions, prices, features or access options of third-party tools are outside the control of the service provider.
The client is responsible for backing up or transferring content in a timely manner. Any additional measures required, particularly for restoring functionality, re-providing content, or transferring data to other systems, will be billed separately.

8.4 The client is entitled to continue using templates, tools (e.g., Miro boards), or documentation provided within the scope of the project exclusively for internal purposes even after the project's completion. Any transfer, publication, or use by third parties—whether for a fee or free of charge—is prohibited without the express written consent of the service provider.

8.5 If the service provider is invited to use customer-owned tools, it assumes no responsibility for their configuration, security or compliance.

9. Concepts, preliminary work and protection of ideas

9.1 All concepts, strategies, visualizations and ideas remain the intellectual property of the service provider.

9.2 Any use, reproduction, modification or commercial exploitation of this content outside of a concluded contract is prohibited and requires the prior express written consent of the service provider as well as separate remuneration.

9.3 After full payment of the agreed remuneration, the service provider grants the client a simple, non-exclusive, spatially and temporally unlimited license to use the created work results (e.g. concepts, strategies, documentation) for its internal business processes.

9.4 Any transfer, reproduction, or commercial exploitation by third parties requires the prior written consent of the service provider. A complete transfer of copyright or usage rights is only possible against separate remuneration and must be expressly agreed upon.

9.5 If, at the request of the potential client, the service provider creates or presents concepts, strategies, analyses, visualizations or other content-related elaborations before the conclusion of a contract, these are costly preliminary services.

9.6 By commissioning or inviting the preparation of such preliminary services, a pre-contractual obligation arises, to which these General Terms and Conditions shall apply accordingly.

9.7 All content, ideas and concepts presented within the scope of these preliminary services may not be used, reproduced, passed on or commercially exploited without the express written consent of the service provider.

9.8 If no contract is concluded after the presentation or transmission of preliminary services, any use of the content is prohibited. If use nevertheless occurs, appropriate remuneration shall be deemed agreed.

9.9 Free initial consultations in which no concrete concepts or elaborations beyond general explanations are handed over are excluded from this.

10. Prices and Payment Terms

10.1 The remuneration for the services provided by the service provider is based on the respective agreed offer or contract.

10.2 Consultation time is billed in 30-minute increments. All consultation services provided on a given day are totaled and rounded up to the nearest 30-minute increment. Time is recorded retrospectively, based on the actual use of the service.

10.3 For all questions relating to invoicing, payment processing, payment deadlines and the consequences of late payment, the General Terms and Conditions of Payment (GTC) of the service provider shall apply in their currently valid version.

10.4 The AZB are part of the contractual agreement between the service provider and the client.

11. Data protection and data processing

11.1 The service provider may gain access to the client's personal data in the course of providing the services. Such data will only be processed to the extent necessary for the provision of the agreed services.

11.2. If, in individual cases, personal data is processed in the sense of commissioned data processing pursuant to Art. 28 GDPR, the parties will conclude a separate commissioned data processing agreement.

11.3 The client remains responsible for the lawfulness of the processing of personal data and for compliance with data protection regulations.

11.4 The client shall ensure that all data provided has been lawfully collected and transmitted. The service provider shall not be liable for data protection breaches resulting from incorrect, incomplete, or unlawfully collected data provided by the client.

12. Confidentiality

12.1 Both parties undertake to treat all confidential information received within the framework of the contractual relationship, in particular trade secrets, strategies, technical information and customer data, as confidential and to use it exclusively for the purposes of cooperation.

12.2 The obligation of confidentiality applies for the duration of the contractual relationship and for five years after its termination.

12.3 The obligation of confidentiality does not apply to information

• which were already publicly known at the time of disclosure,
• which subsequently become publicly known without breach of this agreement,
• that were lawfully obtained from third parties, or
• which were developed independently of the service provider.

12.4 The service provider is entitled to name the client as a reference, unless the client expressly objects.

13. Final Provisions

13.1 Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

13.2 The place of jurisdiction is Vienna, Austria.

13.3 Should any provision of these Terms and Conditions be or become invalid, the parties agree to replace the invalid provision with a legally permissible provision that most closely approximates the economic purpose of the original provision. The validity of the remaining provisions shall remain unaffected.