Terms & Conditions (T&C)

for services under the brand “RESPAWN Socials”
A brand of Alpha Juliet Solutions FlexCo, registered in Austria (hereinafter “we”, “us”, “RESPAWN Socials” or “the Provider”).

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1. Scope of Application

1.1 These Terms and Conditions apply to all services, offers, and contracts provided under the brand RESPAWN Socials.

1.2
A) For business clients (B2B) within the meaning of § 1 Unternehmensgesetzbuch (UGB), these Terms and Conditions apply in full.
B) For consumers (B2C) within the meaning of the Austrian Consumer Protection Act (KSchG), these Terms apply only to the extent they do not conflict with mandatory consumer protection law, in particular KSchG and the Distance and Off-Premises Contracts Act (FAGG).

1.3 Individual written agreements with the client take precedence over these Terms.

1.4 Conflicting terms:
Client terms and conditions that deviate from or supplement these Terms shall not apply, even if we are aware of them, unless we expressly agree to their applicability in writing. The mere performance of services does not constitute acceptance of client terms.

1.5 We reserve the right to change these Terms for future contracts. For ongoing contractual relationships, changes will be notified in text form. If the client does not object within 14 days, the amended Terms shall be deemed accepted. This does not apply to changes of essential service content or prices for consumers, where explicit consent is required.

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2. Services

2.1 We provide, among others, the following services (non-exhaustive):

• Social media management & editorial planning

• Content production (video, graphics, audio, AI-assisted content)

• Gaming & server marketing (e.g. for game servers, communities, brands)

• Community management & Discord / platform setups

• Paid ads support (e.g. Meta, TikTok, Google)

• Creator collaborations & campaign concepts

The specific scope of services, deliverables, deadlines, and prices are defined in our offer, order confirmation, or project contract.

2.2 Unless expressly agreed otherwise in writing, our offers are non-binding (“subject to change”).

2.3 We do not provide legal advice, tax advice, or investment advice. Any statements on legal, tax or compliance topics are non-binding and must be checked by the client with qualified professionals.

2.4 We do not guarantee specific results such as a particular number of followers, views, clicks, sales, conversion rates, or rankings. Social media and marketing performance depend on numerous external factors that are outside our control.

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3. Contract Formation

3.1 A contract is concluded when:

• the client accepts our offer in writing (email is sufficient), or

• the client places an order via form, email, or other agreed channel, and we confirm or begin execution, or

• the client requests that we start the project and we commence work with the client’s knowledge.

3.2 For consumers (B2C), additional information and rights under FAGG apply (see Section 14).

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4. Prices and Payment

4.1 All prices are stated in Euro (EUR) unless otherwise indicated and are, unless explicitly stated, net prices plus applicable VAT according to Austrian law.

4.2 Invoices are due within 14 days from the invoice date, without deduction, unless otherwise agreed in writing. For subscription models, invoicing is usually monthly in arrears, as specified in the agreement.

4.3 In case of late payment:

• B2B: default interest of 9.2% above the base interest rate pursuant to § 456 UGB apply.

• B2C: statutory default interest according to § 1000 ABGB apply.

In addition, the client shall reimburse all necessary and appropriate reminder and collection costs (e.g. lawyer or debt collection agency), as far as permitted by law.

4.4 We may request advance payments, deposits or partial payments (e.g. for large projects or ongoing retainers) and may withhold performance until such payments have been received.

4.5 Set-off and retention:

• B2B clients may only set off claims that have been legally established, recognized, or explicitly accepted by us.

• B2C clients may exercise statutory set-off and retention rights according to Austrian law.

4.6 If installment payments are agreed and the client is in default with at least one installment, we are entitled (where legally permissible) to declare all outstanding amounts immediately due (“Terminverlust”).

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5. Client Obligations and Cooperation Duties

5.1 The client must provide in due time all information, data, and materials necessary for the execution of the services, including but not limited to:

• Access credentials (e.g. Meta Business Manager, TikTok, YouTube, Discord, website backend)

• Brand assets (logos, fonts, design guidelines, CI/CD rules)

• Content elements (texts, images, audio, video, gameplay footage, etc.)

• Approvals and authorizations (e.g. platform permissions, advertising accounts)

• Feedback and approvals during review phases

5.2 If the client delays or fails to cooperate, we may adjust deadlines accordingly. Any additional costs (e.g. extra work, rescheduling, additional coordination) caused by late or incomplete cooperation may be charged separately.

5.3 Rights clearance:
The client is responsible for ensuring that all materials (e.g. logos, music, images, gameplay recordings, brand elements, likeness of persons, user-generated content) provided by the client or requested to be used by us are free of third-party rights or that proper licenses have been obtained.

5.4 If third parties assert claims due to allegedly unlawful content or rights violations arising from client materials, the client shall indemnify and hold us harmless against all resulting claims, costs, and damages (including reasonable legal fees), as far as legally permitted and to the extent the client is at fault.

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6. Social Media Platforms & External Services

6.1 Many services rely on third-party platforms (e.g. Meta, TikTok, YouTube, Twitch, X, Steam, Discord, web hosting providers, ad networks, tracking tools).

6.2 These platforms may change their terms, algorithms, APIs or functionalities at any time, or may block, limit or remove content, accounts or ad campaigns at their own discretion. We have no control over such decisions.

6.3 The client acknowledges and accepts that:

• we cannot guarantee the permanent availability of content on such platforms,

• we are not liable for account suspensions, demonetization, shadow bans, community strikes, takedowns, or similar interventions,

• any disputes with platforms (appeals, support tickets, etc.) are primarily between the platform and the client.

6.4 We will act with professional care and in line with publicly available platform policies, but we cannot guarantee that content will always comply with internal or changing platform rules.

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7. Concept and Idea Protection

7.1 Strategy documents, creative concepts, campaign ideas, content formats, storylines, tagline suggestions, visual styles and similar elements (collectively: “concepts”) presented by us – whether in a paid or unpaid pitch – remain our intellectual property, even if no main contract is concluded.

7.2 The client may only use such concepts (or substantial parts thereof) if:

• we are formally commissioned to implement them, or

• we explicitly grant written permission against an agreed fee.

7.3 Unauthorised use of our concepts, ideas or templates entitles us to demand an appropriate fee, at least equivalent to a reasonable project budget for such a concept, plus any further damages allowed by law.

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8. Usage Rights & Intellectual Property

8.1 Unless otherwise agreed in writing, the client obtains, upon full payment of all fees:

• a non-exclusive, non-transferable right of use of the final deliverables (e.g. final videos, graphics, edited audio),

• for their own internal and external purposes,

• for the media, territories and duration specified in the offer or project contract.

8.2 Unless explicitly agreed, the client does not obtain:

• ownership of project files (e.g. Adobe Premiere, After Effects, Photoshop, Audition, DaVinci, etc.),

• RAW footage, layered files, AI prompt files, intermediate versions, or production templates,

• rights to re-sell our services “as a service” to third parties without our consent.

8.3 We retain all copyrights, neighbouring rights, and similar intellectual property rights in accordance with the Austrian Copyright Act (UrhG) and related laws.

8.4 Until all invoices related to a project are fully paid, any use of our deliverables is deemed a revocable loan. In case of payment default, we may prohibit further use of the content, as far as legally permissible.

8.5 Modifications to our deliverables (e.g. editing, re-cutting, overlaying with other content) are permitted only if:

• this has been agreed in the contract, or

• such modifications are usual for the agreed use of the content.

For substantial modifications, our prior consent should be obtained to avoid reputational conflicts.

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9. AI-Assisted Work

9.1 We may use AI tools (e.g. for text, image, audio, video, or code generation) as part of our workflow, in compliance with applicable Austrian and EU laws, including data protection rules.

9.2 The client acknowledges that:

• AI-generated content may be based on patterns or training data beyond our control;

• we cannot guarantee that AI outputs are completely free from third-party rights or factual errors;

• final legal and compliance checks (e.g. trademarks, personality rights, advertising law, local regulations) are ultimately the client’s responsibility, unless specifically contracted otherwise.

9.3 Sensitive or personal data will only be processed via AI tools if this is compatible with our Privacy Policy and applicable data protection law (notably the GDPR/DSGVO).

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10. Delivery, Deadlines & Approval

10.1 Deadlines and dates are indicative, unless explicitly agreed as binding in writing.

10.2 If we are unable to meet deadlines due to circumstances beyond our reasonable control (e.g. server outages, platform downtimes, illness, force majeure), deadlines shall be extended by a reasonable period.

10.3 Approval / acceptance:
Drafts, previews, and deliverables sent for review must be checked by the client without undue delay.
If the client does not respond within 3 business days, the deliverable is deemed approved, unless this would unreasonably disadvantage a consumer.

10.4 Requests for substantial changes after approval may be treated as additional work and billed separately.

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11. Term and Termination

11.1 Project contracts
Project-based contracts end automatically upon completion of the agreed services and delivery of final materials.

11.2 Subscriptions / retainers (B2B)
For ongoing services (e.g. monthly social media management):

• Unless agreed otherwise, they may be terminated by either party with 30 days’ notice to the end of a calendar month.

• Termination must be in text form (e.g. email).

11.3 Subscriptions (B2C)
For consumers, the termination rules in the contract apply, but always subject to mandatory consumer law. Where a minimum term is agreed, ordinary termination is possible at the earliest after expiry of that term.

11.4 The right to extraordinary termination for good cause remains unaffected for both parties.

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12. Cancellation / Withdrawal by Client (B2B)

12.1 If a business client cancels a project before work has started, we may charge 25% of the agreed project fee as compensation for reserved capacities and planning efforts.

12.2 If a business client cancels a project after work has started, we may charge:

• all work already performed and costs incurred, plus

• a cancellation fee of up to 50% of the remaining agreed project fee, unless otherwise regulated in the individual contract.

12.3 For consumers, the statutory withdrawal rules (see Section 14) and any contractually agreed cancellation conditions apply. Cancellation fees may only be charged in accordance with mandatory consumer protection law.

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13. Warranty (Gewährleistung)

13.1 For business clients (B2B):

• The client must notify us in writing of any defects without undue delay, at the latest within 8 days after delivery or becoming aware of the defect, describing the defect in a comprehensible way.

• We will remedy justified defects by improvement or replacement within a reasonable time.

• Further claims (such as price reduction or rescission) are excluded, unless statutory mandatory rules provide otherwise or we expressly agree.

13.2 For consumers (B2C):

• Statutory warranty rules according to the Austrian ABGB and consumer protection laws apply.

• Nothing in these Terms shall limit mandatory consumer warranty rights.

13.3 In all cases, the client is responsible for checking whether content is legally admissible (e.g. advertising, labelling obligations, competition law), unless a separate legal review has been contracted.

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14. Right of Withdrawal for Consumers (FAGG)

14.1 If a consumer concludes a contract with us online or at a distance, they generally have a 14-day right of withdrawal under the Distance and Off-Premises Contracts Act (FAGG), unless an exception applies.

14.2 The withdrawal period starts on the day of contract conclusion. The consumer may withdraw without giving reasons by sending a clear statement (e.g. email) within the 14-day period.

14.3 Important – early performance:
If the consumer explicitly requests that we begin providing services before the end of the withdrawal period, the consumer:

• acknowledges that we start performance at their request, and

• is obliged to pay an appropriate amount for services already rendered if they withdraw later, and

• loses the withdrawal right once the service has been fully performed, provided the statutory requirements are met.
   

15. Liability

15.1 We are liable without limitation for intent and gross negligence and for injuries to life, body, or health in accordance with statutory law.

15.2 For slight negligence, our liability is excluded for business clients (B2B) to the maximum extent permitted by Austrian law. For consumers, liability for slight negligence is limited only to the extent permitted by mandatory consumer protection rules.

15.3 We are not liable for:

• platform changes, technical failures, outages or policy changes of third-party providers (see Section 6),

• missing commercial success or specific marketing results (e.g. view counts, follower growth, sales),

• indirect or consequential damages such as lost profit, lost savings, or third-party claims, as far as legally permissible.

15.4 For business clients, our total liability under a given contract is limited to the net order value (excluding VAT), to the extent this is legally allowed.

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16. Confidentiality & Data Protection

16.1 Both parties shall treat as confidential all business and trade secrets, know-how, internal processes, and information explicitly designated as confidential.

16.2 Data processing is carried out in accordance with applicable data protection law, in particular the General Data Protection Regulation (GDPR / DSGVO) and the Austrian Data Protection Act (DSG). Details are set out in our Privacy Policy available on our website.

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17. Governing Law & Jurisdiction

17.1 This agreement is governed by Austrian substantive law, excluding its conflict-of-law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

17.2 For business clients (B2B), the exclusive place of jurisdiction is the competent court at the registered seat of the Provider in Austria.

17.3 For consumers (B2C), the mandatory jurisdiction rules of consumer protection law apply; typically, the court of the consumer’s place of residence.

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18. Final Provisions

18.1 Communication may take place via email or agreed messenger service (e.g. Discord), unless a stricter form is required by law.

18.2 Amendments and supplements to these Terms must, unless otherwise required by law, be made at least in text form (e.g. email). This does not apply to individual agreements with consumers that are more favourable to them.

18.3 If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that comes closest to the economic intent of the original provision, to the extent permitted by law.

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Status: 16. November 2025