General Terms and Conditions

§ 1 Scope and contracting parties

1.1 Contracting parties

These General Terms and Conditions (Allgemeine Geschäftsbedingungen, AGB) apply to all business relationships between

oQueo e.U.
Rehgasse 5, 2514 Möllersdorf, Austria
(hereinafter: "oQueo" or "Contractor")

and its clients and customers (hereinafter: "Client"), in the version valid at the time.

1.2 Scope

These AGB apply to all service contracts, contracts for work (Werkverträge) and purchase contracts that oQueo concludes with Clients. They apply both to businesses (B2B) and to consumers (B2C) within the meaning of the Austrian Consumer Protection Act (Konsumentenschutzgesetz, KSchG), unless individual provisions expressly apply to only one group.

1.3 Deviating terms

Deviating, supplementary or conflicting terms of the Client apply only if oQueo has expressly agreed to them in writing. The use of deviating terms and conditions by the Client does not constitute consent.

§ 2 Description of services

oQueo provides services in the following areas:

2.1 Web & Digital

Conception, design and development of websites, landing pages, web apps and digital products. This includes, among other things: information architecture, UX/UI design, frontend and backend development, CMS integration, performance optimization, accessibility testing and technical SEO measures.

2.2 Agency Solutions

Strategic and operational marketing services: content production, campaign planning and execution, social media management, email marketing, editorial planning, as well as analysis and reporting. This also includes coordinating and managing external service providers on behalf of the customer.

2.3 AI infrastructure and AI Solutions

Development and integration of AI-powered applications: chatbots, automations, RAG systems, prompt engineering, API integrations, as well as consulting on AI strategy and the use of AI in companies.

2.4 Consulting

Strategic consulting in the areas of digitalization, use of AI, brand development and marketing. Consulting services are provided in the form of individual sessions, workshops or ongoing consulting retainers.

2.5 Seminar weeks

Structured intensive formats (multi-day training courses, workshops, masterclasses) on topics from the areas of AI, digital marketing and brand development - in individual, group or corporate format.

2.6 Software products, apps and plugins

Development, licensing and maintenance of software products, mobile applications and plugins for third-party platforms (CMS, marketing tools, etc.). The specific features, terms of use and license models are governed separately in the respective contract or in product-specific terms of use.

§ 3 Offer and conclusion of contract

3.1 Offers

Offers from oQueo are subject to change and non-binding, unless they are expressly designated as binding or contain a specific acceptance period. Unless otherwise stated, offers are generally valid for 30 days from transmission.

3.2 Conclusion of contract

A contract is concluded by oQueo's written order confirmation (also valid by email) or by the start of performance of the services. Acceptance of an offer by the Client by email or signed document triggers an order confirmation by oQueo.

3.3 Duty to cooperate

The Client is obliged to provide in good time all information, access, materials and decisions necessary for the performance of the services. Delays resulting from insufficient cooperation are borne by the Client and entitle oQueo to a reasonable extension of delivery and performance deadlines and to charge for any additional work incurred.

3.4 Changes to the scope of services

Changes to or extensions of the agreed scope of services (change requests) require a written agreement. oQueo may prepare an adjusted offer for changes. Verbal commitments are non-binding.

§ 4 Prices and payment terms

4.1 Prices

Unless otherwise stated, all prices quoted are net prices excluding VAT. Statutory VAT, at the rate applicable at the time the services are performed, is charged in addition. Travel and incidental costs (travel expenses, accommodation, external licenses, etc.) are charged additionally based on actual expenditure, unless expressly included in the flat-rate price.

4.2 Invoicing and due date

Invoices are payable without deduction within 14 days of the invoice date, unless a different period has been agreed in the individual contract. For projects with an order value of EUR 2,000 net or more, oQueo is entitled to request a down payment of 40 % of the order value before starting to perform the services.

4.3 Default

In the event of late payment, the Client owes default interest at the statutory rate pursuant to § 1333 of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch, ABGB). oQueo is entitled to suspend further services until outstanding claims have been settled.

4.4 Set-off and retention

The Client may only set off against claims of oQueo with counterclaims that are undisputed or have been established by a final and binding court decision.

4.5 Price adjustments for ongoing services

For ongoing service contracts (retainers, maintenance contracts, licenses), oQueo is entitled to adjust prices once a year in line with the consumer price index (Verbraucherpreisindex, VPI). The Client will be notified of the adjustment at least 30 days before it takes effect.

§ 5 Delivery and performance of services

5.1 Deadlines

Unless expressly agreed as binding, delivery and performance deadlines are non-binding guideline dates. Binding dates are identified as such in writing. Meeting binding deadlines requires the timely and complete cooperation of the Client.

5.2 Acceptance

The Client is obliged to inspect and accept the services provided without delay, at the latest within 14 days after delivery or notice of completion. Material defects must be stated in writing. If no feedback is received within this period, the services are deemed accepted.

5.3 Place of performance

Unless otherwise agreed, services are provided remotely. On-site appointments are agreed separately and may be charged based on actual expenditure.

5.4 Subcontractors

oQueo is entitled to engage qualified third parties (subcontractors, freelancers, cooperation partners) to fulfill the order. Responsibility towards the Client remains with oQueo.

§ 6 Copyright and rights of use

6.1 Ownership and copyright

All works created by oQueo - concepts, designs, texts, code, graphics, strategy papers and other work results - are subject to Austrian copyright law and remain the property of oQueo until the agreed fee has been paid in full.

6.2 Grant of rights

Upon full payment of the agreed fee, oQueo grants the Client a non-exclusive right, unlimited in time and territory, to use the created works for the agreed purpose. Any transfer of the rights of use to third parties or any change in the intended purpose requires the written consent of oQueo.

6.3 AI-generated content

In the course of performing the services, AI-powered tools may be used to generate texts, images, code or other content. The copyright status of AI-generated content under Austrian and European law has not yet been conclusively clarified. oQueo does not guarantee that AI-generated content is eligible for copyright protection or does not infringe the rights of third parties. The Client is obliged to check AI-generated content for possible infringements before publication.

6.4 Right to use as a reference

oQueo is entitled to name completed projects as references in its own marketing materials, on its website and in portfolios, unless the Client expressly objects.

6.5 Open-source components

Where open-source software is used within projects, the respective license terms of the components used apply. oQueo points out material license requirements (e.g. GPL copyleft) during the course of the project.

§ 7 Data protection and confidentiality

7.1 Data protection

Personal data is processed in accordance with the General Data Protection Regulation (GDPR, Datenschutz-Grundverordnung, DSGVO) and the Austrian Data Protection Act (Datenschutzgesetz, DSG). Details are set out in oQueo's privacy policy, which is available at oqueo.com/datenschutz.

7.2 Data processing on behalf of the Client

Where oQueo processes personal data of the Client or of the Client's customers as part of an order, a data processing agreement (Auftragsverarbeitungsvertrag, AVV) pursuant to Art. 28 GDPR is concluded. Concluding such an agreement is a prerequisite for starting the corresponding activities.

7.3 Confidentiality

Both parties undertake to treat as confidential, and not to disclose to third parties, all information received in the course of the cooperation that is marked as confidential or whose confidentiality is evident from the context. This obligation continues to apply after the end of the contractual relationship.

7.4 Access credentials

The Client is responsible for the secure storage of transmitted access credentials (passwords, API keys, server access). oQueo accepts no liability for damage resulting from the loss or misuse of access credentials caused by the Client.

§ 8 Warranty and liability

8.1 Warranty

oQueo warrants that the agreed services are provided free of defects. For contracts for work (Werkverträge), the warranty period is two years from acceptance; for service contracts, three years from knowledge of the defect, in each case in accordance with the provisions of the ABGB. Defects must be reported in writing without delay.

8.2 Limitation of liability

oQueo is liable for damage caused by slight negligence only in the event of a breach of material contractual obligations. In this case, liability is limited to the typically foreseeable damage and capped at the amount of the respective agreed order value. Liability for lost profits, consequential damage or indirect damage is excluded - to the extent permitted by law.

8.3 Exclusions of liability

oQueo is not liable for damage caused by:

• incorrect, incomplete or late content or information provided by the Client
• changes to the services provided made by the Client or by third parties commissioned by the Client without oQueo's consent
• unavailability of or changes to third-party services, APIs or platforms
• force majeure (natural disasters, cyberattacks on infrastructure, legal prohibitions, etc.)

8.4 Duty to mitigate damage

In the event of damage, the Client is obliged to take all reasonable measures to mitigate the damage.

§ 9 AI-specific clauses

9.1 Use of AI tools

oQueo may use AI-powered tools when performing services (e.g. large language models, image generators, coding assistants). The use of such tools is part of the professional work process and does not give rise to any price reduction or warranty claims.

9.2 Quality assurance by the Client

AI-generated content, texts, images, code and analyses are to be understood as drafts and working aids. oQueo edits and checks AI outputs within the scope of the agreed services. The final review of content, legal and subject-matter aspects, as well as responsibility for accuracy and compliance, lies with the Client.

9.3 No guarantee of factual accuracy

AI language models can produce factually incorrect information (hallucinations). oQueo does not guarantee the factual accuracy of AI-generated content. The Client is obliged to check all published content for accuracy before publication.

9.4 Transfer of data to AI services

The Client agrees that, to the agreed extent, content may be transmitted to external AI services (e.g. OpenAI, Anthropic, Google) for the performance of the services. Personal or particularly sensitive data is only transmitted after express agreement and with appropriate safeguards in accordance with the GDPR.

9.5 Changeability of AI services

AI models and services are subject to continuous change by the respective providers. oQueo accepts no liability for changes in behavior, interruptions in availability or discontinuation of third-party AI services, insofar as these are beyond oQueo's control.

§ 10 Right of withdrawal

10.1 Consumers (B2C)

Consumers within the meaning of § 1 (1) no. 2 KSchG have a right of withdrawal of 14 days from conclusion of the contract for distance contracts. The right of withdrawal expires early if performance of the service has begun, with the consumer's express consent, before the withdrawal period has ended and the consumer has acknowledged that they lose their right of withdrawal once performance of the service begins.

To exercise the right of withdrawal, a clear statement (letter, email) must be sent to:

oQueo e.U., Rehgasse 5, 2514 Möllersdorf
Email: hallo@oqueo.com

10.2 Businesses (B2B)

Clients acting as businesses (Unternehmer) within the meaning of § 1 (1) no. 1 KSchG have no statutory right of withdrawal. Cancellations and early termination of contracts are governed by the terms agreed in the individual contract or, if not regulated there, by the statutory provisions of the ABGB.

10.3 Cancellation of seminar weeks

For seminar weeks and in-person formats, separate cancellation terms apply, which are stated in the respective registration form or offer. As a general rule, the following applies in the event of cancellation:

• up to 30 days before the start: free cancellation or rebooking
• 15-29 days before the start: 50 % of the participation fee
• less than 15 days before the start or no-show: 100 % of the participation fee

§ 11 Final provisions

11.1 Applicable law

Austrian law applies, excluding the conflict-of-law rules of private international law. For consumers within the meaning of the KSchG, the mandatory law of the state in which the consumer has their habitual residence takes precedence.

11.2 Place of jurisdiction

For all disputes arising from or in connection with these AGB or the respective contract, the court with subject-matter jurisdiction at oQueo's registered office (Lower Austria) is agreed as the place of jurisdiction. For consumers within the meaning of the KSchG, the consumer's general place of jurisdiction applies.

11.3 Out-of-court dispute resolution

oQueo is generally willing to resolve disputes by way of an out-of-court settlement. For consumer disputes, it is possible to use the online dispute resolution platform of the EU Commission (https://ec.europa.eu/consumers/odr).

11.4 Severability clause

Should individual provisions of these AGB be or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The invalid provision is replaced by a provision that comes closest to the economic purpose of the invalid provision.

11.5 Written form requirement

Amendments and additions to these AGB and to the respective contract must be made in writing (letter or email). This written form requirement also applies to any waiver of the requirement itself. There are no verbal side agreements.

11.6 Current version

The current version of these AGB can be viewed on oQueo's website at oqueo.com/agb.html. oQueo reserves the right to amend these AGB with reasonable advance notice. For ongoing contractual relationships, changes are deemed approved if the Client does not object within 30 days of notification.