Terms
General terms of clickpuls.

1.1. These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (hereinafter referred to as "CLICKPULS"). The version valid at the time of conclusion of the contract shall apply.

1.2. These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referred to in supplementary agreements.

1.3. Any conflicting General Terms and Conditions of the Client shall be invalid unless expressly acknowledged in writing by CLICKPULS.

1.4. Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

2.1. The scope of services shall be agreed individually by means of a signed proposal. Services may include, in particular: online shop management (including Shopify, WooCommerce and other shop system management), e-commerce consulting, business consulting, project management, interim e-commerce management, AI consulting and process automation, software development and AI prototyping, workshops and training, analyses, concept development, conversion optimisation, and comparable services in the field of e-commerce and digitalisation.

2.2. CLICKPULS shall be entitled to have the assigned tasks performed in whole or in part by third parties. Payment of such third parties shall be made exclusively by CLICKPULS. No direct contractual relationship of any kind shall arise between such third parties and the Client. Within the framework specified by the Client, CLICKPULS shall have creative freedom in fulfilling the assignment.

2.3. The Client undertakes not to enter into any business relationship with persons or companies engaged by CLICKPULS for the fulfilment of its contractual obligations, both during the term and for a period of three years after termination of this contractual relationship.

2.4. Services not covered by the assignment, unless otherwise agreed, are not covered by the agreed fees. Such services include:

• Travel, accommodation and transit costs outside of CLICKPULS business premises
• Services necessitated by changes to operating systems, hardware, and/or changes to interdependent software programs and interfaces not covered by the contract
• Individual services exceeding the original scope of the assignment
• Rectification of errors caused by the Client or third parties

3.1. The Client shall ensure that the organisational conditions at its place of business allow for undisturbed working conditions conducive to the rapid progress of the project during the fulfilment of the service agreement.

3.2. The Client shall ensure that all documents necessary for the fulfilment and execution of the contract are provided to CLICKPULS in a timely manner, even without specific request, and that CLICKPULS is informed of all events and circumstances relevant to the execution of the contract.

4.1. The contracting parties undertake mutual loyalty.

4.2. The contracting parties mutually undertake to take all precautions suitable to prevent any threat to the independence of the commissioned third parties and employees of CLICKPULS. This applies in particular to offers by the Client for employment or the acceptance of assignments on own account.

5.1. CLICKPULS undertakes to report to the Client on its work, the work of its employees and, where applicable, commissioned third parties, in accordance with the progress of the project.

5.2. The Client shall receive the final report within a reasonable time after completion of the assignment.

5.3. CLICKPULS is free from instructions in the production of the agreed work, acts at its own discretion and on its own responsibility.

6.1. The copyrights to works created by CLICKPULS, its employees and commissioned third parties (in particular proposals, reports, analyses, expert opinions, organisational plans, programs, service descriptions, designs, calculations, drawings, data carriers, etc.) shall remain with CLICKPULS.

They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The Client is not entitled to reproduce and/or distribute the work(s) without the express consent of CLICKPULS.

6.2. Any breach by the Client of these provisions shall entitle CLICKPULS to immediately terminate the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.

6.3. CLICKPULS shall be entitled to use the work performed for the Client as a reference in other contexts and to refer to the company in all advertising materials and promotional activities.

7.1. CLICKPULS undertakes to maintain absolute confidentiality regarding all business matters that come to its knowledge, in particular trade and business secrets and any information it receives about the nature, scope and practical activities of the Client.

7.2. CLICKPULS is released from the obligation of confidentiality towards any assistants and representatives it engages. However, it shall impose the obligation of confidentiality on them in full.

7.3. CLICKPULS shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants that all necessary measures, in particular those within the meaning of the Austrian Data Protection Act and the GDPR, have been taken.

8.1. The Client must choose the form of engagement before the start of the cooperation. This is done by signing the individual proposal.

8.2. CLICKPULS shall invoice at the beginning of each month in advance. A flat fee shall be agreed based on the proposal and an effort estimate. If more or fewer hours are spent, these hours cannot be subsequently claimed. The fee is due upon invoicing by the Contractor.

8.3. CLICKPULS shall issue an invoice meeting all statutory requirements and entitling the Client to input tax deduction.

8.4. In the event of non-payment of interim invoices, CLICKPULS and any commissioned third parties shall be released from their obligation to provide further services.

8.5. Agreed advance payments for projects are non-refundable. They constitute consideration for the reservation of resources, project planning and preliminary work already performed, and shall remain with CLICKPULS even in the event of early termination of the contractual relationship by the Client.

8.6. In the event of late payment, CLICKPULS shall be entitled to charge default interest at the statutory rate pursuant to Section 456 UGB (currently 8 percentage points above the base interest rate). The Client shall reimburse all dunning and collection costs necessary for proper legal pursuit.

8.7. Invoices are due for payment within 14 days of receipt without deduction. Billing shall be in Euros.

9.1. CLICKPULS shall be entitled to send invoices to the Client in electronic form. The Client expressly agrees to receive invoices in electronic form.

10.1. In cases of slight negligence, any liability on the part of CLICKPULS, its employees, contractors or other vicarious agents for material or financial damages of the Client shall be excluded. The injured party must prove the existence of gross negligence or intent.

10.2. Any liability of CLICKPULS for claims made against the Client based on services provided by CLICKPULS is expressly excluded if CLICKPULS has fulfilled its duty to advise. In particular, CLICKPULS shall not be liable for litigation costs, the Client’s own legal fees or costs of judgment publications.

10.3. The liability of CLICKPULS is furthermore limited to the insured sum of its existing liability insurance. Beyond this, CLICKPULS assumes no liability for rankings, search engine positions or revenue increases. CLICKPULS merely provides recommendations; the Client alone decides on their implementation.

10.4. Possibilities identified by CLICKPULS, such as analyses, research and the like, do not promise any specific search engine positioning. It is the sole responsibility of the Client to inform itself about existing legal obligations.

10.5. The Client’s claims for damages shall expire six months after becoming aware of the damage, but in any case three years after the infringing act by CLICKPULS. Claims for damages shall be limited in amount to the net contract value.

10.6. CLICKPULS shall assign warranty and/or liability claims against third parties to the Client, insofar as CLICKPULS provides the service or work with the assistance of such third parties.

11.1. Upon completion of a service or project milestone, CLICKPULS shall request the Client to accept the deliverable. Acceptance must take place within 14 days of receipt of the request.

11.2. If no written response is received from the Client within this period, the service shall be deemed accepted. The same applies if the Client uses the service in a production environment.

11.3. In the event of justified objections, the Client must identify the defects specifically and in writing. CLICKPULS shall be entitled to remedy the reported defects within a reasonable period. Immaterial defects shall not entitle the Client to refuse acceptance.

12.1. Defects in services rendered must be reported by the Client without delay, but no later than 14 days after delivery of the service in writing. Otherwise, the service shall be deemed approved. The warranty period shall be six months from acceptance of the respective service.

12.2. Where a defect exists, CLICKPULS shall have the right to repair or replacement. Only after two unsuccessful attempts at repair may the Client demand a price reduction or, if the defect is not minor, rescission of the contract.

12.3. Warranty claims shall not exist for defects attributable to improper use, subsequent modifications by the Client or third parties, force majeure, or faulty content and data provided by the Client.

13.1. Neither party shall be liable for non-performance or delayed performance of contractual obligations insofar as this is attributable to force majeure. Force majeure shall include natural disasters, pandemics, war, terrorist attacks, governmental orders, strikes, failures of telecommunications networks or energy supplies, and cyberattacks.

13.2. The affected party shall immediately inform the other party of the occurrence and anticipated duration of the impediment. Both parties shall use their best efforts to minimise the effects of the impediment.

13.3. If the impediment lasts longer than three months, either party shall be entitled to terminate the affected contract in writing without observing a notice period. Services already rendered shall in such case be remunerated on a pro rata basis.

14.1. The Client shall only be entitled to set off claims that have been acknowledged in writing by CLICKPULS or have been established by a final court decision.

14.2. The exercise of a right of retention by the Client is excluded unless the counterclaims are based on the same contractual relationship and are undisputed or have been established by a final court decision.

15.1. The contracting parties confirm that all information provided in the contract has been made conscientiously and truthfully and undertake to communicate any changes to each other without delay.

15.2. Amendments to the contract and these General Terms and Conditions require written form; likewise any departure from this formal requirement. Oral side agreements shall be invalid.

15.3. This contract shall be governed by the substantive law of Austria, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be the place of CLICKPULS’s registered office. The competent court at the registered office of CLICKPULS in Vienna shall have exclusive jurisdiction for disputes.

15.4. Should any provision of these General Terms and Conditions or the contract be or become invalid, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.