Status March 2023

1. Scope

(1) For the business relationship as well as for all future business between the company owner, Eliran Marsh, exact company name (hereinafter also “Design Panda”, “Sugar Free e.U.”) and you as an entrepreneur (hereinafter also “you”, “you” or “client:in”) the following General Terms and Conditions (“GTC”) shall apply exclusively in their version valid at the time of the order or at the time of the conclusion of the contract.

(2) I only accept deviating terms and conditions of the Client:in if this has been expressly agreed in writing. This applies in particular if I do not object to the deviating conditions.

Conditions are not contradicted.

(3) Agreements made with you in individual cases (including side agreements, supplements and amendments) shall in any case take precedence over these Terms and Conditions.

(4) Changes to the terms and conditions by me are possible at any time unilaterally by notification by e-mail or by mail. They become effective 4 weeks after receipt by you for all valid agreements between you and me.

agreements between you and me, unless you object within this period by e-mail or by mail, but in any case in writing. In case of a in due time, I am free to terminate the respective agreement with a notice period of 4 weeks.

2. Conclusion of contract

(5) A contract with you shall only be concluded by means of an acceptance confirmation in text form. The order confirmation or invoicing of the order as well as the provision of services by me

performance of services by me.

(6) My offers are subject to change. I reserve the right to make changes to the services to be provided by me, if and to the extent that these serve to improve my services or prove to be and are reasonable for you, especially if the quality of the delivery for the intended purpose is not affected.

(7) The information contained in catalogs, brochures, circulars, advertisements, photocopies and comparable public promotions or in electronic media about services, dimensions, prices and the like shall not be binding unless they are expressly included in the contract.

(8) The documents belonging to an offer, such as illustrations, drawings, dimensions, are only approximately authoritative, unless they are expressly designated as binding.

(9) In particular, contracts for search engine optimization of websites, contracts for the management of display or search engine advertising campaigns (2B Google AdWords), contracts for conversion optimization, contracts for the implementation of content marketing measures and contracts for the implementation of online reputation management sin service contracts and no guarantee is given for the success of the measures carried out.

(10) Verbal and written information about the suitability and application possibilities of the services or products to be provided by me as well as advice and recommendations by me are made to the best of my knowledge. They are non-binding and do not establish a contractual legal relationship or a secondary obligation under the contract. In particular, you are not released from your obligation to convince yourself by testing the suitability of the services and products for your goals. The same applies to services, works and other performances to be provided by me.

3. Performance and transfer of risk

(11) If you wish to agree on a precise date for performance, this date must be confirmed by me in writing.

(12) Compliance with confirmed deadlines and dates shall be subject to the timely receipt of all documents, information, files and releases to be provided by you as well as compliance with the agreed terms of payment and other advance performance obligations by you. If these prerequisites are not fulfilled in time, the deadlines shall be extended accordingly; this shall not apply if I am responsible for the delay.

(13) I shall be entitled to render partial performance to the extent that this is reasonable for you. Partial services may be invoiced immediately.

(14) Unless otherwise agreed, the delivery of products will be made to the delivery address specified by you. The risk passes to you as soon as the delivery has been handed over to you. This applies also in the case of partial deliveries.

(15) I reserve the right to withdraw from the contract if a delay in performance caused by unforeseen circumstances and obstacles, in particular force majeure (including natural disasters and pandemics), government measures, non-granting of official permits, labor disputes of any kind, sabotage, etc. lasts longer than [2 months] and this delay is not my responsibility.

4. Involvement of third parties

(16) I am entitled, at my own discretion, to entrust third parties with the execution of orders or parts of orders for the purpose of providing services to you.

4.1 Fees and terms of payment

(17) Fees are to be understood in Euro (net) exclusive of the applicable statutory value added tax.

(18) Cash expenses and other (additional) charges (“costs”) are not included in the fee, unless expressly agreed otherwise in writing in the contract. If I should nevertheless assume such costs in individual cases in the course of providing the service, you shall be obliged to reimburse me for them.

(19) Unless expressly agreed otherwise in writing, I shall be entitled, in addition to the fee, to reasonable compensation for the granting of rights of use under copyright and/or trademark law, irrespective of their legal nature.

(20) The fee claim is due for payment – after completion of the service provision – [7] days after receipt of the invoice. I am entitled to demand an appropriate advance payment. 50% of the agreed fee shall be deemed reasonable.

(21) I am entitled to issue interim invoices for partial services rendered. With regard to the due date as well as partial advance payments, R 20 shall apply accordingly.

(22) Checks, bills of exchange and other means of payment shall only be accepted on account of performance and shall not change the due date, whereby costs shall be borne by you.

(23) If you change or cancel orders, work, planning and the like or change the prerequisites for the provision of services, you shall reimburse me for all costs caused thereby and release me from all liabilities to third parties. Such a termination or change shall not affect my claim for fees for the services rendered up to the change or termination. In such a case, you shall not acquire any ownership and/or usage rights, of whatever legal nature, to the services rendered by me.

(24) If I am not at fault for the termination in the form of an intentional or grossly negligent breach of duty, I am entitled to claim the agreed total fee. The application of $ 1168 ABGB is excluded by mutual agreement. Furthermore, para. 23 shall apply accordingly.

5. Default

(25) In the event of default in payment with regard to the remuneration, you shall owe default interest at the statutory rate ($ 456 UGB). I shall be entitled to claim damages for default in excess thereof.

(26) If you are in default of payment, you are furthermore obliged to reimburse me in particular for the necessary costs of appropriate out-of-court enforcement or collection measures, insofar as these are in reasonable proportion to the claim pursued. Reasonable in this sense are in any case costs in the amount of at least EUR 20,- for each reminder letter as well as the costs associated with the commissioning of a collection agency and/or a lawyer.

(27) In the event of delay in accepting my services, I shall have the right, in addition to the fee claim, to either set a new date for the purpose of providing the services or to withdraw from the contract. In the event of non-acceptance, I shall be entitled to claim liquidated damages in the amount of 15% of the contractual remuneration, irrespective of fault.

(28) In the event of default of payment, I am entitled not to provide any further services until payment has been made. If payment in installments has been agreed upon, I am entitled to demand immediate fulfillment of the entire outstanding fee.

6. Cost estimates

(29) Cost estimates are, subject to another written and explicit agreement, without warranty. If it is foreseeable for me that the estimated costs will be exceeded by more than 15%, I will inform you. Such cost overrun shall be deemed to be approved by you if you do not object to it in writing within [5] working days after I have informed you.

(30) In the event of a cost overrun of up to 15%, separate information shall not be required and shall be deemed approved by you.

7. Offsetting

(31) You may only offset undisputed or legally established claims. The same shall apply to the assertion of a right of retention.

8. Transfer of rights and source codes

(40) You shall acquire ownership of all contractually owed movable items only upon full payment of the fee due up to and including acceptance. The use of delivered items free of charge prior to acceptance is permitted.

(41) Unless otherwise agreed in individual contracts, you shall acquire the simple, non-exclusive right, limited to the territory of the Republic of Austria and for an unlimited period of time, to use the contractual services for the agreed purpose in the defined scope or the other products protected by copyright (such as, but not limited to: logo, web design, images, texts, sketches, drawings, concepts, etc.) only upon full payment of the fee due up to and including acceptance.

(42) The free use for test purposes is also allowed before acceptance – until revocation.

(43) Changes of services rendered by me, no matter in which form, are only allowed with my written and explicit consent. The same applies if the services are to be used for purposes that go beyond the originally agreed content of the contract.

(44) In case of illegal use of my services I am entitled to demand an appropriate fee in the double amount for this use.

(45) Insofar as I work with free software or implement it in the software for you, the transfer or grant of rights to you does not include any rights other than those to which I am entitled myself.

(46) The source code is not subject of the transfer of rights.

(47) In the context of the creation of websites, the source code will be made available to you upon full payment of the total remuneration owed. You are entitled to further develop the website as well as the software of which the website consists. However, the further development may only take place for your own purposes. You are not entitled to make further developments that serve the partial or complete use of the website by third parties as their own website. The right of use is limited accordingly. The right of use granted under the contract may not otherwise be transferred to third parties.

(48) In the context of the creation of websites, the right of use granted shall only apply to the use of the website as a whole or of components of the website on the Internet. You are not entitled to use individual design elements of the website or the complete website in any other form – even in printed form.

(49) In the products and/or services created by me, references to my authorship will be included at appropriate places.

9. References

(50) I may name you as reference customer in all my publications and in other ways free of charge. Furthermore, I may publicly reproduce or refer to the contractual products and/or services after their completion for demonstration purposes free of charge.

10. Industrial property rights of third parties to products and services

(51) I assume that the contractual use of the services and/or products provided by me does not infringe any third-party property rights.

(52) However, you and I shall inform each other without delay if third parties assert claims for infringement of property rights in respect of the products and/or services. In this case I will bear the costs for legal disputes regarding the alleged infringement of property rights and decide on the legal defense measures as well as possible settlements – with effect towards you.

(53) If a contractual use impairs the property rights of third parties, I shall have the choice whether the license is acquired, the software is modified or – possibly partially – replaced.

(54) If I do not remove the rights of third parties, you shall only be entitled to rescission or reduction of the purchase price.

11. Obligations of the client(s):ins

(55) You will assist me in the performance/execution of the contract to the extent necessary. You will provide me with the necessary information and documents that I request for the purpose of contract performance/execution.

(56) You will provide me with the content to be included in the services and products. You alone shall be responsible for the production of the content. I am not obliged to check whether the content provided by you is suitable for the purposes pursued with the services and/or the product. I am only obliged to point out the defects of the content to you in case of obvious errors.

(57) The content to be provided by you includes, in particular, the texts, images, logos, tables, other graphics and, if necessary, other rights/licenses to be used for the provision of services or to be included in the products.

(58) You warrant to me that you have sufficient rights to all content provided to me and that such content is free from restrictions under data protection law. If a claim is made against me with regard to the content provided by you, you will indemnify and hold me harmless upon first request.

(59) When managing sponsored links campaigns (.e.g. Google AdWords), you guarantee that the ad you commission does not violate any provisions of competition law, trademark law or copyright law or infringe any other rights of third parties. I am not obliged to check ads for their legal harmlessness. If a claim is made against me with regard to the content provided by you, you will indemnify and hold me harmless upon first request.

(60) I shall not be liable for any damages resulting from violations of your obligations to cooperate, nor for any factual statements or other materials provided to me by you for the performance of the services.

(61) If the delivery or service cannot be carried out for reasons that lie within your area of responsibility, I am entitled to charge you for the expenses incurred as a result. In particular, this applies if the above-mentioned cooperation services are not provided or not provided on time.

12. Inspection and Acceptance

(62) You shall inspect my products and/or services (together “Services”) without undue delay after delivery/handover by me, insofar as this is feasible in the ordinary course of business and in accordance with the purpose of the contract, and, if a defect becomes apparent, you shall notify me thereof without undue delay, i.e. within [7] working days after discovery at the latest.

(63) If you fail to give such notice, the performance shall be deemed to have been approved, unless it is a defect that was not recognizable during the inspection.

(64) If such a defect becomes apparent later, the notification must be made immediately after discovery; otherwise the performance shall be deemed approved also in view of this defect.

(65) Prior to acceptance, you are also obliged to confirm the receipt of warnings and work or services.

13. Warranty

(66) Insofar as I am responsible for the work, the following shall apply subject to the fulfillment of the obligations by you in accordance with item 14:

(67) In the event of justified complaints, I shall be entitled at my own discretion to subsequent performance by remedying the defect (rectification) or producing a new work (replacement). If I am not willing or able to remedy the defect or if the remedy is delayed beyond a reasonable period of time for reasons for which I am responsible, or if the remedy fails in any other way, you are generally entitled to demand, at your option, a reduction of the remuneration (abatement) or the cancellation of the contract (rescission).

(68) In the event of only a minor breach of contract, in particular in the event of only minor defects, you shall not be entitled to withdraw from the contract. I am entitled to repeated attempts at rectification (at least 3 attempts at rectification), unless these are unreasonable for you.

(69) Warranty claims are subject to a limitation period of 6 months from the date of handover. The presumption provision of $ 924 ABGB is excluded.

(70) As far as you are exposed to warranty claims because of a work produced by me, the rights according to $ 933b Abs 1 ABGB remain unaffected, as far as a warranty is owed by me. In terms of time, the right of recourse is limited to 1 year after delivery of the work.

14. General liability

(71) My liability, irrespective of the legal grounds, for damages caused by slight negligence shall be excluded where and to the extent permitted by law. The exclusion of liability does not extend to personal injury.

(72) My liability, on whatever legal grounds, for damages caused by gross negligence shall be limited to the amount of the agreed fee (excl. VAT). The limitation of liability does not extend to personal injury.

(73) Points 71 and 72 shall also apply mutatis mutandis in the event of the applicability of $ 933a ABGB.

(74) The above limitations of liability shall not apply to claims based on product liability.

(75) Claims for damages shall become statute-barred within 6 months of knowledge of the damage and the damaging party.

(76) The present contract shall not have any protective effect in favor of third parties nor shall it establish any real right of claim of third parties.

15. Data secrecy and data protection

(77) I shall keep personal data as data processing, which has been entrusted to me or has become accessible to me in the course of the provision of services, secret, without prejudice to other statutory duties of confidentiality, insofar as there is no legally permissible reason for a transfer of the entrusted or accessed personal data (data secrecy).

(78) The obligation to maintain data secrecy shall remain in force even after termination of this Agreement.

(79) If and to the extent that I process personal data for you as a data processor within the meaning of Art. 4 No. 8 of the German Data Protection Regulation (DSGVO), I undertake to immediately conclude a data processing contract with you that meets the requirements of Art. 28 of the DSGVO.

16. General Provisions

(80)  Amendments, supplements or the cancellation of this Agreement, including the amendment of this provision itself, must be made in writing, unless a stricter form is required by mandatory law. stricter form is required by mandatory law. This shall also apply to any waiver of the written form requirement hereby agreed, whereby such waiver shall not be presumed in case of doubt.

(81) If individual provisions of this Agreement are invalid or unenforceable or if this Agreement contains loopholes, the validity or enforceability of the remaining provisions shall not be affected thereby. In place of the invalid or unenforceable provision, the valid or enforceable provision shall be deemed to be agreed which most closely reflects the intent and purpose of the invalid or unenforceable provision. In the event of gaps, that provision shall be deemed agreed which corresponds to what would have been agreed in accordance with the meaning and purpose of this Agreement had the parties considered the matter from the outset.

(82) The parties waive the right to contest or rescind this Agreement on any legal basis, including on the grounds of mistake, change and elimination of the basis of the transaction and laesio enormis (shortening by more than half).

(83) The application of $ 915 ABGB is excluded.

17. Applicable law and place of jurisdiction

(84) The contract shall be governed by Austrian substantive law – to the exclusion of the Austrian provisions on recourse and further reference. The possible applicability of the Vienna UN Convention on Contracts for the International Sale of Goods is excluded.

(85) For all claims or demands arising out of or in connection with this contract between the parties, irrespective of their legal nature, including the question of the formation, interpretation, validity, performance and dissolution of this contract, the exclusive jurisdiction of the court in Vienna Innere Stadt competent for commercial matters is agreed.

(86) Place of performance is the registered office of Sugar Free e.U.