General Provisions

1. These terms and conditions (referred to as 'Terms') apply to all future legal relationships between Wolf Digital Media, located at Strada Scoala Floreasca nr.31, Bucharest, [email protected], 0040.726.585.045, VAT No. 37760870 (referred to as 'Agency'), and the client (referred to as 'Client').
2. All business transactions will be based solely on these Terms. We expressly do not accept the Client’s terms and conditions unless otherwise agreed in writing in specific cases. Deviations or conflicting clauses in the terms and conditions of other parties do not form part of the contract, even if we are aware of them. The Agency is not required to object to the Client’s terms in any form.
3. The Agency provides services without obligation unless confirmed in writing. Only orders or requests for changes made in writing are binding.
4. In the event of any conflict between an offer, general or specific documents, the Agency’s contract, or these Terms, the documents will apply in the above order, with more specific elements prevailing over general ones.
5. Changes to these Terms will be communicated and deemed agreed upon by the Client unless the Client objects in writing within 14 days of receiving the notice. The notice will clearly inform the Client about the consequences of their silence and the specific clauses being modified. This does not apply to material changes in services or fees.

Protection of Concepts and Ideas

1. If the Client invites the Agency to develop a concept and the Agency accepts the invitation, the following applies:
2. A contractual relationship is formed once the Client invites the Agency to create a concept, and the Agency accepts the invitation (Pitch Contract). This contract is governed by these Terms.
3. The Client acknowledges that the Agency incurs significant costs in developing the concept, even before the Client assumes any payment obligation.
4. Linguistic and graphic parts of the concept are protected by copyright if they meet the originality criteria under copyright law. The Client may not use or modify these parts without the Agency’s consent.
5. The concept may contain advertising ideas that do not meet the originality threshold for copyright protection but are integral to the creative process and form the basis of future marketing strategies. These elements, such as advertising slogans, texts, graphics, illustrations, and promotional materials, are still protected.
6. The Client agrees not to use or allow the use of any advertising ideas presented by the Agency outside the scope of a main contract, without the Agency’s consent.
7. If the Client believes that the Agency presented ideas they had already developed before the presentation, they must notify the Agency by email within 14 days of the presentation, providing documentation to prove prior development.
8. If the Client does not provide such documentation, it is assumed that the Agency presented new ideas. If the Client uses these ideas, it is implied that the Agency provided valuable services.
9. The Client may be released from these obligations by paying reasonable compensation, plus applicable VAT. The estimated costs serve as reasonable compensation. Until full compensation is paid, the Client is not released from these obligations.

Scope of Services

1. The scope of the Agency’s services is defined by the Agency's written confirmation of the Client's order or specific contract terms. Any changes to the scope of services require written confirmation from the Agency. The Agency retains creative freedom within the scope defined by the Client.
2. The Client must review and approve all services, such as drafts, layouts, graphics, videos, photos, editorial plans, and files, within a reasonable time. The Agency cannot guarantee timely completion if the Client does not provide approvals promptly. The Agency is not liable for delays caused by this.

Client’s Obligations to Cooperate

1. The Client must provide the Agency with all necessary information and documents promptly and completely to facilitate service delivery. The Client must inform the Agency of any relevant circumstances during contract execution. Any costs incurred due to incomplete or inaccurate information provided by the Client or delays caused by the Client will be borne by the Client.
2. The Client ensures that materials provided to the Agency (e.g., images, logos) are free from third-party rights and can be used for the contract. The Client will indemnify the Agency against any third-party claims arising from the use of such materials.
3. The Client ensures that they have obtained necessary third-party consents for processing, storing, and transferring personal data.

Third-Party Services

1. The Agency may provide services directly, use qualified third parties to assist, or subcontract services ('Third-Party Services').
2. The Agency may engage third parties either in its own name or on behalf of the Client. The Agency will carefully select third parties to ensure their professional qualifications.
3. The Client will accept obligations toward third parties that extend beyond the duration of the contract, including those that survive contract termination.

Deadlines

1. Unless explicitly confirmed by the Agency, deadlines for service delivery are non-binding. Binding deadlines must be confirmed in writing.
2. The Agency is not responsible for delays caused by the Client's failure to attend scheduled meetings or provide necessary documents in a timely manner.
3. If delays occur due to unforeseeable events beyond the Agency's control (e.g., force majeure), service obligations will be suspended for the duration of the delay, and deadlines will be extended accordingly. If delays last longer than two months, either party may terminate the contract.

Early Termination

1. The Agency may terminate the contract for good cause without notice. Good cause includes:
2. The Client delays or makes it impossible to complete the service despite a 14-day grace period;
3. The Client repeatedly breaches material contract obligations despite a written reminder and a 14-day grace period;
4. There are justified concerns regarding the Client’s creditworthiness, and the Client fails to comply with the Agency’s request for an advance payment;
5. Bankruptcy proceedings are initiated or rejected due to insufficient assets, or the Client suspends payments.
6. The Client may terminate the contract for good cause without notice if the Agency repeatedly breaches material contract obligations despite a written reminder and fails to remedy the breach within 14 days.

Fees, Payment Terms, Retention of Title

1. The Agency is entitled to payment for each individual service once delivered. Payments must be made in full within 14 (fourteen) days of receiving the invoice. This also applies to expenses and other costs charged to the Client. Goods provided by the Agency remain the property of the Agency until the Client has paid the full amount due, including any auxiliary liabilities.
2. The Agency may request down payments and issue interim or advance invoices.
3. The Agency’s fees are net amounts plus legal VAT. Services that are not explicitly covered by the agreed compensation will be charged separately. Additionally, the Client reimburses all expenses.
4. Cost estimates are non-binding and do not constitute an offer. They do not obligate the Agency to execute the services specified. If in doubt, cost estimates are free of charge. Even when a contract is awarded, all projects, plans, calculations, and other documents remain the intellectual property of the Agency and may only be shared with third parties with the Agency's written consent.
5. The Agency is entitled to the agreed compensation even for work that the Client cannot implement for any reason. Payment of compensation does not grant the Client the right to use the work already executed. The Client will return all unused concepts, designs, and other unimplemented documents to the Agency or destroy them immediately.
6. If the Client’s payments are delayed, the Agency will charge default interest at a rate applicable to business transactions. The Agency expressly reserves further rights and claims.
7. If any of the Client’s payments are delayed, the Agency may also demand immediate payment for all services and partial services provided in the context of other contracts concluded with the Client. The Agency may refuse to provide services until the Client has paid the outstanding amount. If payment by installments was agreed upon, the entire compensation becomes due if the Client does not make partial payments or auxiliary claims on time. The entire outstanding amount becomes due immediately for payment.
8. If the Client’s payments are delayed, the Agency may demand immediate payment for all services and partial services provided under other contracts with the Client.
9. The Agency is not obliged to provide additional services to the Client until the Client has paid the outstanding amount (right of retention). This does not affect the Client’s obligation to pay the Agency’s fee.
10. If the Client and the Agency have agreed on installment payments, the entire claim is due for payment if the Client fails to pay a single installment or auxiliary claim on time. In this case, the Agency may demand immediate payment of the entire outstanding debt.
11. The Client cannot offset their own claims against the Agency’s claims, unless the Client’s claims have been acknowledged in writing by the Agency or established by a court.

Intellectual Property and Licensing Rights

1. Contracts awarded to the Agency constitute services protected by copyright. This also includes presentations, drafts, concepts, layouts, etc. The Agency reserves all copyright rights. The Client is granted only the non-exclusive, non-transferable right to use these services after full payment of the agreed compensation, for the agreed purpose, scope, and duration.
2. If the Client wishes to use the Agency's services for a purpose other than the originally agreed purpose, the Client must obtain the Agency's consent, regardless of whether the service or work is protected by copyright or not.
3. The Agency retains the exclusive right to grant permissions or usage rights for the work; these may be limited in time or restricted to certain territories. Any such permission or right is granted through a separate agreement. Unless otherwise agreed, the Client may use the work indefinitely, but only within the territory of Romania. Permissions or rights for products not covered by the service are not automatically granted. The Agency reserves the sole right to reproduce, modify, make available to third parties, or use the service or work in a form other than agreed.
4. The Agency reserves the right to process the work, unless the right to process it is explicitly transferred through a written agreement. If a processing right is granted, the creator’s name must not be applied to the result in such a way that the processed work appears original.
5. If licensing rights are acquired for the works used, the Client will ensure that the work is not used beyond the scope, time, and territory for which the licensing rights were obtained. If not otherwise agreed, the Agency will not monitor the rights acquired (e.g., images, stock photos, domains, software, and other licensing rights) or warn the Client before their expiration. The Client will ensure that time-limited rights are renewed in time.

Labeling and Reference

1. The Agency has the free right to name the author or the agency on all advertising materials and in the context of all advertising measures. The Client is not entitled to any compensation in return.
2. The Agency may use the Client’s name and logo to refer to its business relationship with the Client in its own advertising materials, including but not limited to its website ('reference marketing'), without compensating the Client separately.

Warranty

1. The Client must notify any defects immediately, within eight days of the Agency’s delivery/service, at the latest, specifying and describing the defect in detail. Hidden defects must be reported in writing within eight days of their discovery, with a detailed description of the defect. Otherwise, the service will be considered approved; in this case, the Client may not submit warranty claims or claim damages, and they are not entitled to void the contract on the grounds of error due to a defect.
2. If the Client submits a justified and timely claim due to a defect, the Client is entitled to rectification or replacement of the delivery/service. The Client grants the Agency a reasonable period of at least 14 days to do so. If rectification is impossible or entails disproportionately high effort for the Agency, the Agency has the right to refuse rectification. In this case, the Client may cancel the contract or request a price reduction, provided the legal requirements are met. If rectification is made, the Client will deliver the defective item (physically) at their own cost and expense.
3. The Agency is not obliged to take corrective actions to remedy a defect if the Client’s actions hinder corrective actions and the Client does not correct these defects within a reasonable period of time.
4. The Agency does not guarantee the performance of third parties, if a third party was commissioned according to Section VI.2 of this agreement, on behalf of and in the name of the Client.
5. The parties agree that the Agency has creative freedom within the scope of the contract, and the Agency’s services constitute creative work. The Agency does not guarantee that the services provided will meet the Client’s wishes and requirements unless specifically agreed upon in the contract. The Agency implements the requirements specified in the order confirmation at its own discretion. The Client cannot assert warranty claims if they do not like the result, although it meets the requirements specified in the order confirmation.
6. It is the Client’s responsibility to examine whether the service is admissible under legal provisions, including but not limited to competition law, trademark law, copyright law, and administrative law. To avoid doubt, the contract does not provide, and the Agency does not conduct such legal reviews unless the Client and Agency separately agree on this.
7. The warranty period is six months from delivery/service. The right to make recourse claims against the Agency expires 12 months after delivery/performance.

Liability

1. The Agency will not be liable for material or financial damages suffered by the Client in cases of slight and gross negligence, whether direct or indirect, loss of profit or consequential damages, damages due to non-payment, impossibility, positive breach of obligations, fault during contract conclusion, defective or incomplete performance. The Client is obliged to prove gross negligence or intent. To the extent permitted by law, the Client cannot claim compensation for damages and financial consequences, loss of savings, loss of interest, or damages resulting from third parties.
2. The Client is responsible for damages or additional efforts incurred by the Agency due to the fact that the data and documents provided by the Client are not usable because they infringe third-party rights, contain illegal content, or are unsuitable for the provision of services. The Client will hold the Agency harmless and indemnify the Agency in this respect.
3. The Client undertakes to examine whether documents (such as images, photographs, logos, etc.) are subject to copyright, trademark rights, rights to signs, or other rights of third parties. The Agency is not responsible for any infringement of these rights, and the Client will hold the Agency harmless and indemnify the Agency in this respect. The Client is obliged to replace any disadvantages resulting from third-party claims, including reasonable legal fees. Furthermore, the Client undertakes to assist the Agency in defending claims made by third parties and to provide all necessary supporting documents.
4. The Agency expressly disclaims any liability for claims asserted against the Client based on services provided by the Agency, provided that the Agency has fulfilled its duty to inform the Client, or such an obligation was not apparent. Slight negligence does not harm. The Agency is not liable for litigation costs, the Client’s own legal fees, or the costs of publishing court rulings or for other claims for damages or other claims by third parties. The Client will hold the Agency harmless and indemnify the Agency in this respect.
5. The Client's claims for compensation for damages will disappear six months after the damage is discovered and, in any case, are restricted by statute to three years after the Agency's breach. The value of damages is limited to the net value of the order.

Rejection of Advertising by Social Media Providers

1. Before a Client assigns a contract, the Agency must explicitly inform the Client that the terms and conditions of social media providers (such as Facebook, referred to as 'Providers') reserve the right to reject or remove ads for any reason. These Providers are not obligated to deliver content and information to users. Consequently, there is an unpredictable risk that ads may be removed without cause. Although Providers allow counterarguments when a complaint is filed by another user, the content is still removed immediately in such cases. Restoring the original legal conditions may take time in these situations.
2. The Agency operates and executes the Client's contract under these terms of use, which are beyond the Agency's control. When assigning a contract, the Client explicitly acknowledges that these terms of use (co-)determine the rights and obligations of the contractual relationship, if applicable. The Agency intends to execute the Client's contract to the best of its knowledge and in compliance with the social media platforms' policies. However, given the current conditions and the ease with which users can report violations and have content removed, the Agency cannot guarantee that the contracted campaign will always be recoverable.

Written Form Requirement

Any changes or modifications to these Terms, the contract, or any other contractual elements must be made in writing. This also applies to any waiver of the written form requirement. No verbal agreements have been made between the parties, and such agreements are therefore inadmissible.

Severability Clause

If any provision of the contract or these Terms is found to be null or invalid, either in whole or in part, this does not affect the validity of the remaining terms. Any invalid provision, in whole or in part, will be replaced by a term that most closely reflects the original economic intent.

Choice of Law

All contractual relationships and all associated rights, obligations, and mutual rights between the Agency and the Client are governed and interpreted exclusively in accordance with Austrian substantive law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

Place of Performance and Jurisdiction

The place of performance is the domicile of the Agency. In the case of goods being shipped, the risk transfers to the Client as soon as the Agency hands over the goods to the chosen carrier. Any disputes arising between the Agency and the Client concerning this contractual relationship shall be submitted to the competent court in Bucharest. Notwithstanding the above, the Agency may also sue the Client at the Client’s general legal domicile.

Last modified: January 2020.