GENERAL TERMS AND CONDITIONS

1. SCOPE 1.1. THESE GENERAL TERMS AND CONDITIONS APPLY TO ALL BUSINESS RELATIONSHIPS BETWEEN NW DESIGN CONCEPT – NORBERT WOLFSBERGER, HEREINAFTER REFERRED TO AS THE “CONTRACTOR” OR, IN THE CASE OF SALES OF GOODS, AS THE “SELLER”, AND ITS CLIENTS OR PURCHASERS.

1.2. They apply in particular to services in the fields of Lighting Design, Stage Design, Media and Visual Design, Show Programming, technical planning and conception, previsualization, 3D scanning and reality capture, 3D modelling and Digital Twins, consulting, workshops and related creative and technical services.

1.3. These General Terms and Conditions also apply to the sale and delivery of goods, in particular equipment, event technology, lighting, media, control, network and other technical equipment, as well as accessories, spare parts and software or licence products, insofar as these are offered by the Seller.

1.4. Any deviating terms and conditions of the Client or Purchaser shall apply only if expressly accepted in writing.

1.5. These General Terms and Conditions are primarily intended for transactions with businesses within the meaning of Austrian commercial law. In transactions with consumers, mandatory statutory consumer protection provisions shall take precedence.

2. OFFERS AND CONCLUSION OF CONTRACT 2.1. UNLESS EXPRESSLY STATED OTHERWISE, OFFERS ARE NON-BINDING.

2.2. A contract is concluded by written order confirmation, acceptance of an offer, or by the actual commencement of the agreed service or delivery of the ordered goods.

2.3. The respective offer, the description of services or products contained therein and these General Terms and Conditions form the basis of the contract.

2.4. Changes or extensions to the originally agreed scope of services shall be regarded as additional services and may be charged separately.

2.5. In the case of sales of goods, technical specifications, illustrations, product descriptions and manufacturer information are generally to be understood as product information. Technical modifications by the manufacturer remain permissible provided that they do not materially impair the agreed function or usability.

3. SCOPE OF SERVICES 3.1. THE TYPE AND SCOPE OF SERVICES ARE DETERMINED BY THE RESPECTIVE OFFER OR ORDER CONFIRMATION.

3.2. The Contractor provides its services independently and on its own responsibility. Where appropriate for the implementation of the project, suitable third parties or subcontractors may be engaged.

3.3. Creative services are based on the Contractor’s design and professional decisions. Deviations between design, visualization, previsualization and actual implementation may arise in particular due to technical, spatial, production-related or budgetary conditions.

3.4. Visualizations, renderings, simulations and previsualizations are generally intended for planning and presentation of a concept. A completely identical effect in the actual implementation cannot be guaranteed.

4. CLIENT’S DUTY TO COOPERATE 4.1. THE CLIENT SHALL PROVIDE ALL INFORMATION, DOCUMENTS, PLANS, DATA, ACCESS, TECHNICAL SPECIFICATIONS AND CONTACT PERSONS REQUIRED FOR THE IMPLEMENTATION OF THE PROJECT IN GOOD TIME.

4.2. The Client is responsible for ensuring that documents and information provided by the Client are correct and complete and that their use does not infringe third-party rights.

4.3. Delays caused by late or incomplete cooperation by the Client or other project participants shall extend agreed deadlines accordingly.

4.4. Any resulting additional expenditure may be charged separately.

5. CHANGES AND ADDITIONAL SERVICES 5.1. CHANGES TO THE AGREED CONCEPT OR SCOPE OF SERVICES AFTER THE ORDER HAS BEEN PLACED MAY RESULT IN ADDITIONAL WORK.

5.2. Services not included in the original offer shall be charged according to actual expenditure or on the basis of a supplementary offer.

5.3. This applies in particular to additional planning variants, subsequent concept changes, additional visualizations, programming changes, additional meetings and changes resulting from requirements imposed by third parties.

6. DATES AND PROJECT SCHEDULE 6.1. AGREED DATES REQUIRE THE TIMELY COOPERATION OF THE CLIENT AND ALL NECESSARY PROJECT PARTNERS.

6.2. Delays due to force majeure, technical failures, official measures, illness, strikes, failures of transport or communication systems or other circumstances beyond the Contractor’s control shall extend agreed performance periods appropriately.

6.3. Changes to production, event or project dates must be communicated without delay.

7. POSTPONEMENT AND CANCELLATION OF SERVICES 7.1. IF A PROJECT THAT HAS ALREADY BEEN COMMISSIONED IS CANCELLED OR SUBSTANTIALLY POSTPONED BY THE CLIENT, THE CONTRACTOR IS ENTITLED TO PAYMENT FOR SERVICES ALREADY PROVIDED AND COSTS INCURRED.

7.2. For project, production, programming, setup, rehearsal or event days that have been firmly reserved, cancellation fees may additionally be charged in the event of cancellation at short notice.

7.3. Unless otherwise stipulated in the offer, the following cancellation conditions apply to reserved working days:

• up to 30 calendar days before the agreed date: no cancellation fee for services not yet provided
• 29 to 14 calendar days before the date: 50% of the fee agreed for the reserved days
• 13 to 7 calendar days before the date: 75%
• less than 7 calendar days before the date: 100%.

Services already provided, third-party costs, travel bookings and other expenses that can no longer be cancelled shall be charged in full regardless of the above.

7.4. If a postponed date can be accommodated, a mutually agreed rebooking may be arranged.

8. FEES, PURCHASE PRICE AND PAYMENT TERMS 8.1. THE AMOUNT OF THE FEE OR PURCHASE PRICE IS DETERMINED BY THE RESPECTIVE OFFER OR ORDER CONFIRMATION.

8.2. Unless expressly stated otherwise, all prices are net plus statutory VAT.

8.3. Additional services shall be charged at the agreed or customary hourly or daily rate.

8.4. For larger or longer-running projects and for orders of goods, deposits, advance payments or partial invoices may be agreed.

8.5. Unless otherwise agreed, invoices are due for payment without deduction within 14 days from the invoice date.

8.6. In the event of late payment, the statutory default interest for business transactions shall apply. Necessary and reasonable costs of collecting outstanding claims may also be charged.

9. SALE AND DELIVERY OF GOODS 9.1. THE SCOPE OF DELIVERY, PURCHASE PRICE AND, WHERE APPLICABLE, DELIVERY DATE ARE DETERMINED BY THE RESPECTIVE OFFER OR ORDER CONFIRMATION.

9.2. Stated delivery dates are binding only if expressly agreed in writing.

9.3. Delivery delays by manufacturers, importers, suppliers or transport service providers over which the Seller has no influence do not give rise to a claim for damages against the Seller, insofar as legally permissible.

9.4. Partial deliveries are permissible provided they are reasonable for the Purchaser.

9.5. Shipping, packaging, insurance, customs, import, toll or other transport costs shall be charged separately unless otherwise agreed.

9.6. In business-to-business transactions, the risk of accidental loss or accidental deterioration of the goods passes upon handover to the Purchaser or the commissioned transport service provider, insofar as legally permissible and unless otherwise agreed.

9A. SPECIAL ORDERS AND CUSTOMER-SPECIFICALLY PROCURED GOODS

9a.1. Goods, equipment, components, accessories or software/licence products that are specially ordered, procured, configured or reserved at the express request of the Purchaser are deemed special orders.

9a.2. In business-to-business transactions, cancellation of such special orders after a binding order has been placed is possible only with the Seller’s express consent.

9a.3. If the Seller has already placed a binding order with the manufacturer, distributor or other supplier, or costs have already been incurred as a result, the Seller is entitled to charge the Purchaser all resulting costs.

9a.4. If return or cancellation by the manufacturer, distributor or supplier is not possible, the Purchaser remains obliged to accept and pay in full for the ordered goods, insofar as legally permissible.

9a.5. If cancellation is possible only subject to a cancellation, return or handling fee, the Purchaser shall bear these costs.

9a.6. For goods specially manufactured, configured, programmed, adapted or ordered in a special version according to customer specifications, there is no contractual right of return or exchange in business-to-business transactions unless expressly agreed otherwise.

9a.7. Mandatory statutory rights of the Purchaser, in particular warranty rights in the case of defective goods, remain unaffected.

10. RETENTION OF TITLE 10.1. SOLD GOODS REMAIN THE PROPERTY OF THE SELLER UNTIL THE PURCHASE PRICE AND ALL DIRECTLY RELATED COSTS AND EXPENSES HAVE BEEN PAID IN FULL.

10.2. Until full payment, the Purchaser is obliged to treat the goods with care and refrain from anything that could impair the Seller’s rights in the goods.

10.3. Resale of goods subject to retention of title before full payment requires the Seller’s prior consent unless expressly agreed otherwise.

11. INSPECTION OF GOODS AND NOTICE OF DEFECTS IN BUSINESS-TO-BUSINESS TRANSACTIONS 11.1. BUSINESSES MUST INSPECT THE GOODS IMMEDIATELY UPON RECEIPT FOR COMPLETENESS, OBVIOUS DAMAGE, TRANSPORT DAMAGE AND IDENTIFIABLE DEFECTS.

11.2. Identifiable defects or shortages must be reported in writing without delay.

11.3. Where possible, transport damage should be documented with the transport service provider at the time of handover.

11.4. Statutory commercial inspection and notification obligations remain unaffected.

12. WARRANTY FOR GOODS 12.1. THE STATUTORY WARRANTY PROVISIONS APPLY UNLESS A DIFFERENT ARRANGEMENT HAS BEEN VALIDLY AGREED IN A BUSINESS-TO-BUSINESS TRANSACTION.

12.2. Manufacturer or dealer guarantees exist only to the extent actually granted by the respective manufacturer or guarantor. A manufacturer’s guarantee is distinct from the statutory warranty.

12.3. Warranty claims do not apply in particular to damage caused by improper operation, unsuitable power supply, incorrect wiring, mechanical damage, moisture, overload, unauthorized modifications, improper repairs or use contrary to manufacturer specifications.

12.4. Wear parts and parts whose wear results from normal use are not covered by warranty unless a defect already existed at the time of handover.

13. USED AND DEMONSTRATION EQUIPMENT 13.1. IN THE CASE OF USED EQUIPMENT, DEMONSTRATION EQUIPMENT OR EQUIPMENT PREVIOUSLY USED IN PROFESSIONAL OPERATION, THE PURCHASER SHALL BE INFORMED BEFORE CONCLUSION OF THE CONTRACT OF THE KNOWN CONDITION, AGE AND VISIBLE SIGNS OF USE.

13.2. Normal signs of wear corresponding to age and previous use do not constitute a defect.

13.3. Known defects, limitations or damage expressly stated in the offer or at the time of conclusion of the contract are deemed agreed characteristics.

13.4. Where legally permissible, special warranty arrangements for used equipment may be agreed in the respective offer for sales between businesses.

14. SOFTWARE, FIRMWARE AND LICENCES 14.1. IF SOFTWARE, FIRMWARE OR A THIRD-PARTY LICENCE IS SUPPLIED TOGETHER WITH EQUIPMENT, THE LICENCE AND TERMS OF USE OF THE RESPECTIVE MANUFACTURER OR RIGHTS HOLDER ALSO APPLY.

14.2. The Seller does not warrant that software or firmware will remain permanently compatible with future operating system, hardware or software versions unless expressly guaranteed.

14.3. Costs for future updates, upgrades, subscriptions or licence renewals are not included in the purchase price unless expressly agreed otherwise.

15. TRAVEL, ACCOMMODATION AND INCIDENTAL COSTS 15.1. TRAVEL TIME, TRAVEL COSTS, FLIGHT COSTS, RAIL COSTS, ACCOMMODATION, MEALS, TRANSFERS, PARKING FEES, TOLLS AND OTHER PROJECT-RELATED INCIDENTAL COSTS SHALL BE BORNE ADDITIONALLY BY THE CLIENT UNLESS EXPRESSLY INCLUDED IN THE OFFER.

15.2. The specific charging arrangement may be defined for each project in the respective offer.

16. COPYRIGHT AND INTELLECTUAL PROPERTY 16.1. ALL DEVELOPED CONCEPTS, DESIGNS, DRAWINGS, PLANS, LIGHTING CONCEPTS, STAGE DESIGNS, VISUALIZATIONS, RENDERINGS, ANIMATIONS, MEDIA CONTENT, PROGRAMMING, SHOW FILES, 3D MODELS, DIGITAL TWINS, DOCUMENTATION AND OTHER WORK RESULTS REMAIN – INSOFAR AS THEY ARE PROTECTED BY COPYRIGHT OR OTHERWISE – THE INTELLECTUAL PROPERTY OF THE RESPECTIVE RIGHTS HOLDER.

16.2. By paying the fee, the Client generally acquires only those rights of use required for the agreed use in the specific project, unless more extensive rights of use have been expressly agreed in the offer.

16.3. Any further use, modification, transfer, reproduction or use for other productions, events, locations or projects requires a separate agreement unless already covered by the agreed scope of use.

16.4. Open project files, editable source files, show files, programming files, CAD/WYSIWYG files, 3D working files and comparable production files form part of the required handover only if expressly agreed.

16.5. Unless expressly agreed otherwise, rights of use are granted only after full payment of the agreed remuneration.

17. THIRD-PARTY MATERIAL AND RIGHTS 17.1. IF THE CLIENT PROVIDES PHOTOS, VIDEOS, MUSIC, LOGOS, GRAPHICS, PLANS, CAD DATA, MODELS OR OTHER CONTENT, THE CLIENT IS RESPONSIBLE FOR ENSURING THAT THE NECESSARY RIGHTS OF USE ARE AVAILABLE.

17.2. Licence costs for third-party material, software, media content, stock material or other third-party rights are included in the fee only if expressly agreed.

18. 3D SCANNING, REALITY CAPTURE AND DIGITAL TWINS 18.1. 3D SCANS, POINT CLOUDS, AS-BUILT MODELS AND PLANNING DOCUMENTS DERIVED FROM THEM REPRESENT A TECHNICAL RECORD OF THE EXISTING CONDITION AT THE TIME OF CAPTURE.

18.2. Areas that cannot be captured, are concealed or inaccessible cannot form part of the capture.

18.3. Unless expressly agreed as a surveying service and performed with the appropriate authorization, the data created does not replace official, geodetic or other legally required surveying.

18.4. No responsibility is accepted for changes to the object after the scan or reality capture has been carried out.

19. SHOW PROGRAMMING AND TECHNICAL SYSTEMS 19.1. FOR PROGRAMMING, CONTROL AND PREVISUALIZATION SERVICES, THE CLIENT IS RESPONSIBLE FOR ENSURING THAT THE TECHNICAL SYSTEMS, EQUIPMENT, NETWORKS, SOFTWARE VERSIONS AND INTERFACES REQUIRED FOR THE PRODUCTION ARE AVAILABLE IN ACCORDANCE WITH THE AGREED REQUIREMENTS.

19.2. The Contractor is not liable for failures or malfunctions of third-party equipment, software, networks or systems unless caused culpably by the Contractor.

19.3. Changes to technical systems, patch, rig, media servers, network structures or show sequences after programming has been completed may cause additional work and may be charged separately.

20. ACCEPTANCE AND DEFECTS IN SERVICES 20.1. THE CLIENT MUST INSPECT SERVICES PROVIDED WITHIN A REASONABLE PERIOD AFTER HANDOVER OR COMPLETION AND REPORT IDENTIFIABLE DEFECTS IN WRITING WITHOUT DELAY.

20.2. Justified defects shall be remedied within a reasonable period.

20.3. Matters of taste or subsequently changed creative ideas do not in themselves constitute a defect, provided that the service corresponds to the agreed briefing and scope of services.

21. LIABILITY 21.1. THE CONTRACTOR OR SELLER IS LIABLE WITHIN THE FRAMEWORK OF THE STATUTORY PROVISIONS FOR DAMAGE CAUSED CULPABLY.

21.2. Insofar as legally permissible, liability for property damage and financial loss caused by slight negligence is excluded.

21.3. Liability for indirect damage, consequential damage, loss of profit or production downtime is excluded insofar as legally permissible.

21.4. For technical failures, production stoppages or consequential damage resulting from defects in sold equipment, the Seller is liable only within the scope of mandatory statutory provisions.

21.5. Exclusions and limitations of liability do not apply where mandatory statutory provisions provide otherwise, in particular in the case of personal injury.

22. REFERENCE USE 22.1. THE CONTRACTOR IS ENTITLED TO NAME COMPLETED PROJECTS, INCLUDING THE CLIENT OR PRODUCTION, AS REFERENCES AND TO USE IMAGE, VIDEO OR PROJECT MATERIAL FOR PORTFOLIO, WEBSITE, PRESENTATIONS, SOCIAL MEDIA, COMPETITIONS AND SELF-PROMOTION, PROVIDED THAT THIS DOES NOT INFRINGE THIRD-PARTY RIGHTS, CONFIDENTIALITY AGREEMENTS OR LEGITIMATE INTERESTS OF THE CLIENT.

22.2. Where separate rights or approvals are required for this purpose, use shall take place only after the corresponding authorization has been obtained.

23. CONFIDENTIALITY 23.1. BOTH CONTRACTING PARTIES UNDERTAKE TO TREAT AS CONFIDENTIAL ANY INFORMATION MARKED AS CONFIDENTIAL OR CONFIDENTIAL BY ITS NATURE THAT BECOMES KNOWN TO THEM IN CONNECTION WITH A PROJECT.

23.2. Statutory disclosure obligations remain unaffected.

24. RETENTION OF PROJECT DOCUMENTS 24.1. THERE IS NO OBLIGATION TO RETAIN PROJECT, PLANNING, PROGRAMMING, SCAN OR SOURCE DATA FOR AN UNLIMITED PERIOD.

24.2. Longer-term archiving or subsequent re-provision may be agreed and charged separately.

25. DATA PROTECTION PERSONAL DATA IS PROCESSED EXCLUSIVELY IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LAW. FURTHER INFORMATION CAN BE FOUND IN A SEPARATE PRIVACY POLICY.

26. FINAL PROVISIONS 26.1. AMENDMENTS AND ADDITIONS TO THE CONTRACT REQUIRE AT LEAST TEXT FORM, INSOFAR AS LEGALLY PERMISSIBLE.

26.2. Should any provision of these General Terms and Conditions be or become wholly or partially invalid, this shall not affect the validity of the remaining provisions.

26.3. Austrian law applies, excluding its conflict-of-law rules and – insofar as permissible – the UN Convention on Contracts for the International Sale of Goods (CISG).

26.4. For disputes arising from or in connection with the contractual relationship, the jurisdiction of the court having subject-matter jurisdiction at the registered business location of the Contractor or Seller is agreed, insofar as legally permissible.

NW DESIGN CONCEPT – Norbert Wolfsberger
Vienna, Austria