This English text is a translation of our German Allgemeine Geschäftsbedingungen (AGB), provided for convenience.
1. Scope
Nivobid is an unregistered trademark of the business of Lukas Mascha. For this reason, in what follows, Nivobid is treated as identical to his business and conducts business in its name and for its account.
Nivobid provides its services exclusively on the basis of these General Terms and Conditions. They apply to all existing and future business relationships of Nivobid, even if they are not expressly mentioned.
Side agreements, reservations, amendments or additions to these General Terms and Conditions must be in writing to be valid. This applies in particular to any waiver of the written-form requirement.
Conflicting terms of the contracting party, or terms that deviate from these General Terms and Conditions, only become effective, even if known, if Nivobid expressly acknowledges them in writing.
Should individual provisions of these General Terms and Conditions be invalid, this does not affect the binding nature of the remaining provisions or of the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and purpose.
2. Conclusion of contract
The basis for concluding a contract is the respective offer from Nivobid or the specific order from the customer, in which the scope of services and the remuneration are set out. Offers from Nivobid are subject to change and non-binding unless Nivobid has expressly assured them.
The contract is concluded when the customer accepts the written offer. Acceptance must always be in writing (e.g. by order confirmation), unless the customer makes it unambiguously clear that they are placing the order.
All prices stated by Nivobid are net amounts.
3. Scope of services, order processing and the contracting party's duties to cooperate
The scope of the services to be provided results from the customer's order, the service description or the details in the contract. Subsequent changes to the content of the services must be made in writing.
All services of Nivobid (such as design drafts, texts) must be reviewed by the customer and approved within five working days. If they are not approved in time, they are deemed approved by the customer.
The customer must provide Nivobid without delay with all information and documents required to provide the service. The customer has a duty to inform Nivobid of all matters relevant to the performance of the order, even if these circumstances only become known during the performance of the order.
The customer is obliged to check the documents provided for the performance of the order (e.g. photos, logos, etc.) for any existing copyrights, trademark rights or other third-party rights. Nivobid is not liable for any infringement of such rights. If a claim is made against Nivobid because of such an infringement, the customer shall indemnify and hold Nivobid harmless by compensating it for all disadvantages it suffers from a third-party claim.
4. Copyright and intellectual property
Nivobid reserves all rights, title and interest in all designs, code, databases, software, website templates, graphics, texts and other material developed in the course of the services. Unless expressly agreed otherwise in this contract, all copyrights and intellectual property rights remain with Nivobid.
The customer receives a non-exclusive, non-transferable licence to use the material developed in the course of the project solely for the purpose of using the Nivobid service. This licence does not extend to the use of source code, design elements or other materials for other projects without the express written consent of Nivobid.
Materials licensed from third parties (e.g. stock photos, fonts, plugins) are subject to the respective licence terms of those third parties. It is the customer's responsibility to ensure that the use of such materials complies with these licence terms.
A transfer of ownership rights to the customer can be agreed separately but is subject to additional terms and costs. Such agreements must be made in writing and signed by both parties.
5. Third-party services, engaging third parties
Nivobid is entitled, at its own discretion, to perform the service itself, to use competent third parties as vicarious agents in providing contractual services and/or to substitute such services (e.g. on the subcontractor's terms).
Third parties are engaged within a service collaboration either in Nivobid's own name or in the name of the customer. Nivobid will select such third parties carefully and make sure that they have the necessary professional qualifications.
6. Deadlines
Unless binding deadlines have been expressly agreed, all deadlines and dates stated by Nivobid or otherwise apparent remain non-binding.
If the performance of the order is delayed for reasons for which the customer is responsible, or because of a delay in performance by companies with which Nivobid works and for which it is not liable, Nivobid may postpone the completion date by the duration of the delay. In the event of delays of more than two months, Nivobid has the right to withdraw from the contract. Any additional costs caused by this are to be borne by the customer.
Nivobid is not responsible for delays in delivery and performance due to force majeure or due to events that make performance significantly more difficult or impossible for Nivobid (these include subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, staff shortages, lack of means of transport, official orders, etc., even if they occur at Nivobid's suppliers or their subcontractors), even where deadlines and dates have been agreed as binding. Such events entitle Nivobid to postpone delivery or performance by the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the part not yet fulfilled.
7. Prices and terms of payment
The prices set by Nivobid for the use of Nivobid are set out in detail in our service offer. All prices stated are in euros and, unless stated otherwise, exclude the applicable VAT. Additional services not included in the original offer are charged separately.
Payment for our services is made in accordance with the terms set out in the contract. Invoices are payable within 30 days of the invoice date without deduction. In the event of late payment, we reserve the right to charge default interest at the statutory rate.
In order to respond appropriately to changes in economic conditions, Nivobid reserves the right to adjust prices annually. This price adjustment is based on the consumer price index (VPI) published by the Federal Statistical Office (Statistisches Bundesamt) or a comparable index. The adjustment takes effect on the anniversary of the start of the contract and is calculated on the basis of the percentage change in the index compared with the previous year. Customers will be informed in writing at least 30 days before such a price adjustment.
Nivobid reserves the right to change the terms of payment. Such changes will be communicated to customers in writing at least 30 days before they take effect.
Payments are due within 30 days of receipt of the invoice. The period begins on the invoice date. If the payment deadline is exceeded, the customer is automatically in default without the need for a reminder. In this case, Nivobid reserves the right to charge default interest at the statutory rate. In addition, in the event of late payment, Nivobid may suspend the provision of further services until the outstanding amounts have been paid in full.
For certain services, in particular for extensive projects, Nivobid may require a down payment. The amount and terms of the down payment are set out in the contract. The down payment is payable within 14 days of signing the contract. The down payment is credited against the total price of the service. If the down payment is not made within the specified period, Nivobid reserves the right to cancel the contract and to assert any claims for damages.
In the event of late payment, Nivobid reserves the right to suspend all further work on projects or services until the outstanding amounts have been paid in full. This also applies to services provided under other contracts.
If the customer is in default of payment, the statutory default interest at the rate applicable to transactions between businesses applies. Furthermore, in the event of default, the customer undertakes to reimburse Nivobid for the dunning and collection costs incurred, insofar as they are necessary for appropriate legal action. This includes in any case the costs of two reminder letters at the customary market rate of currently at least € 20.00 per reminder and of a reminder letter from a lawyer instructed with the collection. The assertion of further rights and claims remains unaffected.
8. Retention of title
Until full payment of all current and future claims arising from the contractual relationship with the customer, including any current-account claim, Nivobid retains ownership of the goods sold.
9. Liability, warranty, damages
Nivobid will provide the agreed service to the best of its knowledge and ability. In the event of defective performance, the customer initially only has the right to rectification by Nivobid. To carry out the rectification, the customer must give Nivobid the necessary time and opportunity. If rectification is not an option (if it is impossible, would cause Nivobid disproportionately high costs, Nivobid is unable to do it for other reasons, or it is delayed beyond reasonable periods), the customer has the right to a price reduction or, in the case of a substantial defect (one that makes use impossible or deprives it of what is essential for the customer), the right to rescission (i.e. cancellation of the contract).
A reversal of the burden of proof, i.e. an obligation on Nivobid to prove that it is not at fault, is excluded.
Nivobid is not liable for damage caused by third parties. It will assign its claims against the third parties to the customer. In such a case, the customer will turn to the third parties.
Nivobid is only liable for damage insofar as intent or gross negligence is proven, within the scope of the statutory provisions. Liability for slight negligence is excluded. Compensation for consequential damage and financial loss, savings not achieved, loss of interest and damage from third-party claims against Nivobid is excluded in all cases, to the extent permitted by law.
10. Data protection, confidentiality
Nivobid undertakes to keep all business secrets that come to its knowledge confidential for an unlimited period and neither to pass them on nor to exploit them. It will use the documents, drawings and other information it receives from the customer only for processing the order.
11. Choice of law, place of performance and jurisdiction
The legal relationships between the customer and Nivobid are governed exclusively by Austrian law. The UN Convention on Contracts for the International Sale of Goods (CISG) and all provisions on the international sale of movable goods are excluded.
The place of performance is the place of business of Nivobid.
The Austrian court with local and subject-matter jurisdiction for the registered office of Nivobid is agreed as the place of jurisdiction for all disputes arising directly or indirectly from the contract.
12. Final provisions
Amendments and additions to this contract must be in writing to be valid; this also applies to any waiver of the written-form requirement. There are no oral side agreements.
Should individual provisions of this contract be or become void or invalid in whole or in part, or should this contract contain a gap, the validity of the remaining provisions is not affected. The void, invalid or missing provision shall be replaced by one that comes as close as legally permissible to the meaning and purpose of the void, invalid or missing provision.