Terms & Conditions

1. General Provisions

1. These terms and conditions (hereinafter “Terms”) are applicable to all future legal relationships between Agentur LOOP New Media GmbH, of Siezenheimer Straße 39C, 5020 Salzburg, Austria, +43 662 64 35 79-0, office@agentur-loop.com, FN 266170b as contractor (hereinafter “LOOP”) and the client (hereinafter “Client”).
2. Business shall be concluded exclusively on the basis of these Terms and Conditions in the version applicable at the time the contract is concluded. The latest version of the Terms is available on LOOP’s website. We explicitly do not accept Client’s terms and conditions, unless otherwise agreed in writing in a particular case. Derogations or clauses conflicting with or supplementary to these Terms that are part of other parties’ terms and conditions will not form part of the contract even we are aware of such clauses. LOOP is not obliged to object to Client’s terms and conditions in any other form. Previous versions of the Tems are available from LOOP upon request.
3. These Terms are available in German and English. In the event of a conflict, inconsistency, or discrepancy between the German and English versions, the German version shall prevail.
4. LOOP offers its services on a non-binding basis. Only orders placed and confirmed in writing shall be binding.
5. In case of any conflict between an offer, general or project-specific documents, if any, LOOP Contract or these Terms, the documents shall apply in the above order, since the more individual elements will amend the general elements.
6. Amendments of the Terms will be communicated to and shall be agreed by the Client if the Client does not object to an amendment of the Terms within 14 days in writing (e.g. via e-mail); any such notice will expressly inform the Client of the consequences of its silence and the specific clauses that were subject to change; this does not apply to changes in material service content and fees.

2. Protection of Concepts and Ideas

1. Where the Client has already invited LOOP to develop a concept and LOOP has taken up that invitation prior to the conclusion of the main contract, the following will apply:
2. Client and LOOP will already enter into a contractual relationship once the Client invites LOOP and LOOP takes up the Client’s invitation to develop a concept (“Pitching Contract”). Also, such a contract is governed by these Terms.
3. Client acknowledges that LOOP will already provide costly input in the context of creating a concept, although the Client itself has not yet accepted any payment obligations.
4. The linguistic and graphic parts of the concept are protected by copyright, provided they attain a level of originality. According to the provisions of the Austrian Copyright Act (UrhG), the Client may not use and process these parts without LOOP’s consent.
5. Furthermore, the concept contains ideas relevant to advertising that do not attain a level of originality and are therefore not protected by copyright. These ideas come at the early stage of every creative process and can be defined as catalyst for later developments and thus as origin of a marketing strategy. Those elements which are original and characterise the marketing strategy are therefore protected. For the purpose of this agreement, ideas include but are not limited to advertising slogans, advertising texts, graphics and illustrations, advertising materials and the like, even if these materials do not reach a level of originality.
6. The Client undertakes not to exploit economically or to use or to allow the economic exploitation or use of these creative advertising ideas which LOOP presents in the context of the concept outside the scope of a main contract to be concluded later on.
7. If the Client feels that LOOP presented ideas that the Client had already thought of prior to the presentation, the Client shall inform LOOP via email within 14 days after the date of the presentation and provide documentary evidence that allow LOOP to attribute the same chronologically.
8. Should this not be the case, the parties assume that LOOP has presented a new idea to the Client. If the Client uses the idea, LOOP will be presumed to have provided meritorious services.
9. The Client may seek exemption from its obligations under this paragraph by paying a reasonable compensation plus legal value added tax. The fees stated in the cost estimate are considered a reasonable compensation. The Client is exempt from its obligation not until LOOP has received the full compensation.

3. Scope of Services

1. The binding scope of services shall be determined by the Client’s written acceptance of LOOPs binding offer, LOOPs order confirmation, or any other description of services set out in a written agreement. The scope of services may be changed subsequently only with LOOP’s written confirmation. In the context of the execution of the order, LOOP has creative freedom within the scope defined by the Client.
2. The Client shall review and release within a reasonable time after receipt all services (including but not limited to (preliminary) drafts, mock-ups, wire frames, graphics, designs, templates, videos, photos, editorial plans and electronic files). LOOP cannot guarantee compliance with the agreed schedule if the Client does not release these materials in due time. LOOP disclaims any liability for consequential damage caused by such delay.

4. Client’s Duties to Cooperate

1. The Client will make available to LOOP in a timely and complete manner any information and documents that are necessary for the provision of the service. The Client will notify LOOP of any circumstances which are significant for the execution of the contract even if the Client becomes aware of these only during the execution of the contract. Any expenses LOOP has incurred in connection with having to repeat work due to the Client’s inaccurate, incomplete or subsequently changed information or from any delays shall be borne by the Client.
2. The Client shall review all materials (such as images, photographs, logos, etc.) provided to LOOP for the performance of the contract and shall ensure that such materials do not infringe any copyrights, trademark rights, or other rights of third parties. The Client warrants that it has obtained all rights, permissions, and other legal requirements necessary for the use of such materials in accordance with the contract and that the materials may lawfully be used for the contractual services. This shall also apply to materials and content created, generated, edited, or modified using artificial intelligence (AI) and provided by the Client to LOOP. The Client shall indemnify and hold LOOP harmless from and against any claims, losses, or liabilities arising from any infringement of third-party rights in this regard.
3. The Client undertakes to examine whether documents (such as images, photos, logos etc) the Client is providing to LOOP for the execution of the contract are subject to copyrights, trademark rights, rights to signs or other rights of third parties and guarantees that the documents are free of third-party rights and can be used for the contract. The Client will hold harmless and indemnify LOOP in this respect.
4. The Client shall replace any drawbacks which LOOP suffers due to such third-party claims, including but not limited to LOOP’s and the opponent’s legal fees.
5. The Client undertakes to support LOOP in connection with defending such third-party claims. The Client will make available the necessary documents and information to LOOP.
6. The Client guarantees and assures to have obtained the necessary consents of the relevant third parties for the processing, storage, and transfer of personal data of third parties.

5. Third-Party Services

1. LOOP may at its own discretion provide the services itself, use qualified third parties as vicarious agents for the provision of the contractual services and/or subcontract such services (“third-party services”).
2. LOOP will appoint third parties for the provision of third-party services either in its own name or, with prior notice, in the Client’s name. LOOP will select such third party carefully and will ensure that the third party possesses the necessary professional qualifications.
3. The Client shall accede to obligations vis-à-vis third parties that were notified to the Client and survive after the duration of this Contract. For the avoidance of doubt, this applies also if LOOP Contract is terminated for good cause.

6. Target Dates

1. Unless LOOP has explicitly confirmed that deadlines are binding, indicated times for deliveries or services are non-binding. Binding agreements regarding target dates shall be made in writing and must be confirmed by LOOP in writing.
2. LOOP is not deemed to be in default if a delay is caused by the Client’s failure to show up at scheduled meetings and to provide any necessary work and all documents in a complete manner and to cooperate as necessary.
3. If LOOPs delivery or performance is delayed for reasons beyond LOOP’s control, including delays caused by third parties, force majeure, or other unforeseeable events that cannot be prevented or overcome by reasonable means, LOOP’s performance obligations shall be suspended for the duration and to the extent of the impediment. Deadlines will be extended accordingly. Client and LOOP may withdraw from the contract if these delays last longer than two months.
4. If LOOP is in default, the Client may withdraw from the contract only if LOOP does not perform within an at least 14-day grace period granted in writing. Client cannot assert damages due to non-performance or default, unless evidence of intent or gross negligence was provided.

7. Premature Termination

1. LOOP may terminate the contract for good cause with immediate effect. Good cause shall be deemed to exist if
   1. the execution of the service is impossible or further delayed despite a grace period of 14 days for reasons within the Client’s control;
   2. the Client repeatedly breaches material obligations under this Contract, such as payment of an amount due or duties of cooperation, despite a written reminder and a 14-day grace period;
   3. there are justified concerns as to the Client’s credit standing and the Client does not heed LOOP’s request for advance payment or fails to provide suitable securities;
   4. bankruptcy or restructuring proceedings are opened in respect of the Client’s assets or a request to open such proceedings is rejected for lack of assets to cover costs or if the Client suspends payments.
2. The Client may terminate the contract for good cause with immediate effect. Good cause shall be deemed to exist in particular if LOOP repeatedly breaches material terms of this contract despite a written reminder and fails to remedy such breach within a 14-day time limit.
3. Any statutory rights to terminate the contract for good cause shall remain unaffected.

8. Fees, Terms of Payment, Reservation of Title

1. LOOP is entitled to a fee for each individual service as soon as it was provided. Payment is due without any deduction within 14 (fourteen) days of the date of receipt of the invoice. This applies also to cash expenditures and other expenses charged to the Client. The goods supplied by LOOP remains LOOP’s property until the Client has paid the compensation, in its entirety, including any ancillary liabilities.
2. LOOP may demand payments on account and issue interim or advance invoices.
3. LOOP’s fees are net fees plus legal value added tax. Services not explicitly covered by the agreed compensation will be charged separately. In addition, the Client shall reimburse all cash expenditures.
4. Cost estimates are non-binding and do not constitute an offer. They do not oblige LOOP to execute the services specified therein. In cases of doubt, cost estimates are free. Even if a contract is awarded, all drafts, plans, calculations and other documents remain intellectual property of LOOP and may be exploited or transferred to third parties only with LOOP’s express written consent.
5. LOOP shall be entitled to the agreed compensation for all work, that is not carried out for reasons attributable to the Client, provided that LOOP is willing and able to perform the services in accordance with the contract.  The right of set-off pursuant to Section 1168 of the Austrian Civil Code (ABGB) shall be excluded. Payment of the applicable compensation shall not grant the Client any rights of use to concepts, drafts, or other documents that have not been executed. Such unexecuted concepts, drafts, and other documents shall be returned to LOOP without delay or destroyed.
6. When the Client’s payments are late, LOOP will charge legal default interest at a rate applicable to commercial business. If any payment is late, LOOP may demand a lump sum of EUR 40.00 from the Client according to Section 458 Austrian Corporate Code (UGB) as compensation for debt collection expenses, if any. The reimbursement of debt collection expenses in excess of this lump sum shall be governed by § 1333 (2) Austrian Civil Code (ABGB). LOOP explicitly reserves further rights and claims.
7. If any of the Client’s payments are late, LOOP may also demand immediate payment of all services and partial services provided in the context of other contracts concluded with the Client. LOOP may refuse to provide services until the Client has paid the outstanding amount.
8. If the Client’s payments are late, LOOP may demand immediate payment of all services and partial services arisen in the context of other contracts with the Client.
9. LOOP is not obliged to provide further services for the Client until the Client has paid the outstanding amount (right of retention). This shall not affect the Client’s obligation to pay LOOP’s fee.
10. If Client and LOOP have agreed on payment in instalments, the entire claim is due for payment even if the Client does not timely pay only one instalment or ancillary claim.  In this case, LOOP may demand immediate payment of the entire outstanding debt.
11. The Client may not set off its own claims against LOOP’s claims, unless the Client’s claims were acknowledged by LOOP in writing or established by a court.

9. Intellectual Property and License Rights

1. Contracts awarded to LOOP constitute copyrighted services. This includes also presentations, drafts, sketches, concepts, mock-ups etc. LOOP reserves all copyrights. The Client is merely granted the non-exclusive and non-transferable right to use these services after full payment of the agreed compensation, for the agreed purpose, in the agreed scope, and for the agreed time.
2. If the Client wants to use LOOP’s services for a purpose other than the originally agreed purpose, the Client shall obtain LOOP’s consent, whether or not the service or work is protected by copyright.
3. LOOP shall have the exclusive right to grant licenses or exploitation rights in relation to the works. Such rights may be limited in terms of duration, territory, subject matter, scope, content, or individual types of use. Any such permission or right is granted by way of a separate agreement. Unless a separate agreement was reached on the scope of a permission or right, there shall be a right to use a work for an indefinite time yet limited to the territory of Austria. No permissions or rights are automatically granted in respect of products not covered by the scope of service. LOOP reserves the sole right to reproduce, to change, to make available to third parties or to use the service or work in a form other than agreed.
4. LOOP invariably reserves the right of processing, unless the right of processing is explicitly transferred by way of a written agreement. Where a right of processing was granted, the creator’s name must not be affixed to the result such that the processed work appears to be an original.
5. Where license rights are purchased for work used, the Client shall ensure that the work is not used beyond the scope of the subject-matter, time and territory for which the license rights were obtained.
6. Unless separately agreed, LOOP will not keep acquired rights (images, stock images, domains, software and other license rights) up to date and will not warn the Client prior to expiration. The Client shall ensure that rights obtained for a limited time are renewed in due time.

10. Use of Artificial Intelligence (AI)

1. LOOP shall be entitled to use artificial intelligence (“AI”) as well as AI-supported systems, applications, and services, and to engage third parties for this purpose, in order to provide, continuously improve, and perform its services in an economically efficient manner.
2. The Client’s personal or confidential information shall only be processed to the extent necessary for the performance of the contract, provided that such processing is permitted under applicable data protection laws and does not unreasonably interfere with the Client’s legitimate interests, or where the Client has expressly consented to such processing.
3. LOOP shall ensure that work products created using AI are subject to an appropriate human review before being delivered to the Client, to the extent that such review is possible and reasonable given the nature of the service.
4. For work products created in whole or in part using AI, the LOOP shall grant the Client only those rights that LOOP is legally entitled to grant and that may be transferred under the applicable laws and the relevant license, usage, and contractual terms governing the AI systems used.
5. The Client acknowledges that AI-generated content may resemble content created by third parties due to the way the AI systems used operate. To the extent and for as long as exclusive or unrestricted rights cannot be granted due to such conditions, technical limitations, or the legal nature of AI-generated content, this shall be deemed to constitute proper performance of the contract.
6. LOOP shall only be required to label AI-generated or AI-assisted content in published advertising materials, campaigns, social media posts, etc. where such labelling is required by law or has been expressly requested by the Client.

11. Labelling and Reference

1. LOOP has the free right to name the author or LOOP on all advertising materials and in the context of all advertising measures. The Client is not entitled to any compensation in return.
2. LOOP may use name and logo to refer to its business relationship with the Client in its own advertising media, including but not limited to its website (“reference marketing”), without separate compensation payable to the Client.

12. Warranty

1. The Client shall notify any defects immediately, within eight days after LOOP’s delivery/service, at the latest, specifying and describing the defect in detail. Hidden defects shall be notified in writing within eight days after they were detected, describing the defect in detail. Both parties agree that this deadline is reasonable according to Section 377 Austrian Corporate Code (UGB). Otherwise, the service is deemed to be approved; in this event, the Client cannot lodge claims for warranty or the compensation of damage and has no right to avoid the contract on the ground of error (Irrtumsanfechtung) due to a defect.  Minor defects that do not materially impair the use of the services shall not entitle the Client to refuse acceptance.
2. If the Client lodges a justified and timely complaint due to a defect, Client is entitled to rectification or exchange of the delivery/service. The Client shall grant LOOP a reasonable time limit of at least 14 days to do so. If improvement of performance is impossible or involves a disproportionally high effort for LOOP, LOOP is entitled to refuse improvement. In this event, the Client may cancel the contract or ask for a reduction of the purchase price, provided the legal requirements are met. In case of improvement, the Client shall deliver the defective (physical) item at its cost and expense.
3. LOOP is not obliged to take corrective action to rectify a defect if defects within the Client’s control impede corrective action and the Client does not rectify those defects within a reasonable period of time.
4. LOOP does not guarantee for performance of third parties, if a third party was commissioned according to VI.2 hereof in the name and on behalf of the Client.
5. The parties agree that LOOP has creative freedom within the scope of the contract and that LOOP’s services constitute creative work. LOOP does not guarantee that the services provided will correspond to the Client’s wishes and requirements, unless specifically agreed in the contract. LOOP shall implement the requirements laid down in the acknowledgement of order according to its own discretion. Client cannot assert warranty claims if the Client does not like the result although it corresponds to the requirements laid down in the acknowledgement of order.
6. It is Client’s responsibility to examine whether the service is admissible according to legal provisions, including but not limited to competition law, trademark law, copyright law, and administrative law. For the avoidance of doubt, the contract does not provide for and LOOP does not conduct such legal reviews, unless Client and LOOP separately agree thereon in writing.
7. The guarantee period is six months of delivery/service. The right to assert recourse claims vis-à-vis LOOP according to Section 933b (1) of the Austrian Civil Code (ABGB) expires 12 months after delivery/performance. The assumption set forth in Section 924 Austrian Civil Code (ABGB) is excluded.
8. Unless a separate maintenance, support, or service agreement has been expressly concluded, LOOP shall not be obliged to provide ongoing updates, modifications, maintenance, security updates, or compatibility adjustments to the services provided.

13. Liability

1. LOOP will not be liable for property damage or financial damage incurred by the Client in cases of slight and gross negligence, whether direct or indirect damage, lost profit or consequential damage, damage due to default, impossibility, positive breach of obligations, fault in the context of concluding the contract, defective or incomplete performance. Client is obliged to prove gross negligence or intent. To the extent permitted by law, the Client cannot seek, in any event, compensation for consequential damage and financial damage, loss of savings, loss of interest and damage resulting from third party claims from LOOP.
2. The Client shall be liable for any damage or extra effort incurred by LOOP due to the fact that data and documents provided by the Client are unfit for use because they infringe the rights of third parties or contain unlawful content or are unfit for the provision of the services. The Client shall hold harmless and indemnify LOOP in this respect.
3. The Client undertakes to examine whether documents (such as images, photos, logos etc) are subject to copyrights, trademark rights, rights to signs or other rights of third parties. LOOP is not liable for any infringement of these rights, and the Client shall hold harmless and indemnify LOOP in this respect. The Client is obliged to replace any drawbacks arising from third-party claims, including reasonable legal fees. Furthermore, the Client undertakes to assist LOOP in connection with defending claims brought by third parties and to provide all necessary supporting documents.
4. LOOP explicitly disclaims any liability for claims asserted vis-à-vis the Client on the basis of the services provided by LOOP, provided that LOOP has fulfilled its obligation to inform the Client or such an obligation was not discernible. Slight negligence does no harm. LOOP is not liable for litigation expenses, the Client’s own legal fees or for the cost of publication of judgements or for other claims for the compensation of damage or other claims of third parties. The Client shall hold harmless and indemnify LOOP in this respect.
5. The Client’s claims for the compensation of damage shall forfeit six months after the damage is known and are statute-barred, in any event, three years after LOOP’s infringement. The amount of damages is limited to the net order value.

14. Social Media Marketing

Before the Client awards a contract, LOOP will explicitly point out to the Client that the terms and conditions of providers of “social media channels” (such as Facebook, hereinafter “Providers”) reserve the right to reject or remove advertisements for whatever reason. These Providers are therefore not obliged to transfer content and information to users. Accordingly, there is a non-calculable risk that advertising may be removed without reason. Although Providers allow counter-arguments in case another user lodges a complaint, content will nevertheless be removed immediately in these cases. In these events, it may take some time to restore the original and lawful conditions. LOOP carries on its activities and executes the Client’s contract on the basis of these terms of use of the Providers that are beyond LOOP’s control. In the context of awarding a contract, the Client explicitly acknowledges that these terms of use (co)determine the rights and obligations of the contractual relationship, if any. LOOP intends to execute the Client’s contract to the best of its knowledge and belief in compliance with the policies of social media channels. Based on the currently valid terms of use and the easy way for users to assert infringements and to have content removed, LOOP cannot guaranteed that the contracted campaign can be retrieved at all times.

15. Written form

Amendments and modifications of these Terms and of the contract or of other elements of the contract shall be made in writing. This shall also apply to any waiver of the written form requirement. The parties have not reached any verbal side agreements, and these agreements are therefore inadmissible.

16. Severability

Should any provision of the contract or of these Terms be or become invalid, in whole or in part, this shall not affect the validity of the remaining terms hereof. A term that is invalid in whole or in part shall be replaced by a term that closest reflects its economic content.

17. Choice of Law

All contractual relationships and all related mutual rights and obligations and claims between LOOP and the Client shall exclusively be governed by and construed in accordance with Austrian substantive law, to the exclusion of its conflict of law rules and the UN Sales Convention.

18. Place of performance and venue

1. The place of performance for all services arising from or in connection with the contractual relationship shall be LOOPs registered office.
2. If LOOP ships goods or other tangible items to the Client as part of the performance of the contract, such shipment shall be at the Client’s risk. The risk of accidental loss or accidental deterioration shall pass to the Client upon handover of the shipment to the carrier.  Unless the Client has provided binding written instructions, LOOP shall determine the method of shipment, the shipping route, and the carrier at its reasonable discretion.
3. To the extent permitted by law, the competent court at LOOP’s registered office shall have jurisdiction over all disputes arising from or in connection with the contractual relationship.  However, LOOP shall also be entitled to bring legal proceedings against the Client before any other court having jurisdiction under applicable law, in particular before the court having jurisdiction over the Client’s general place of jurisdiction.

Last updated on September 1st, 2026