Terms and Conditions

Welcome to Silicon.Garden. Our dedication to excellence is reflected in our commitment to providing high-quality services tailored to meet our clients' unique needs. As we embark on this journey together, it is essential to establish a mutual understanding of the framework within which we operate. This document outlines the Terms and Conditions (henceforth referred to as "Terms") that will govern our business relationship.

 

These Terms are designed to ensure clarity, fairness, and efficiency in our interactions. They encompass general provisions, protection of concepts and ideas, the scope of services, client duties, third-party services, target dates, premature termination, fees, intellectual property rights, warranty, liability, platform usage, and other essential aspects of our business dealings.

 

By engaging with Silicon.Garden, you acknowledge and accept these Terms, which serve as the foundation for our future collaborations. Our aim is to foster a transparent and productive relationship, ensuring that both parties' expectations are met with the highest standards of professionalism and integrity.

Should you have any questions or require further clarification regarding these Terms, we encourage you to contact us. Together, let's create innovative solutions that drive success.

 

Thank you for choosing Silicon.Garden. We look forward to a fruitful partnership.

 

**General Provisions**

The General Provisions of the Terms & Conditions for Silicon.Garden Labs GmbH establish the legal framework for the business relationship between Silicon.Garden and its clients. These provisions detail that all transactions are governed exclusively by these Terms, rejecting any client's terms unless agreed otherwise in writing. Services are offered on a non-binding basis, with only written orders being binding. In case of document conflicts, a specific hierarchy is followed for resolution. Lastly, any amendments to the Terms must be communicated and agreed upon, with changes not affecting service content and fees unless specifically accepted by the client.

 

1. These Terms apply to all legal relationships between Silicon.Garden Labs GmbH, Trauttmansdorffgasse 11/7, Austria, +43 676 3028244, Hey@Silicon.Garden, FN 292773z, and the Client.

2. Transactions are based solely on these Terms. Client's terms are not accepted unless agreed in writing.

3. Silicon.Garden's services are offered on a non-binding basis. Only written orders or changes are binding.

4. In case of document conflicts, the order of precedence is: offer, general/project-specific documents, Silicon.Garden Contract, then these Terms.

5. Terms changes are effective unless objected to within 14 days; changes do not apply to major service and fee modifications.

 

**Protection of Concepts and Ideas**

Silicon.Garden establishes a unique and protected partnership with its clients from the initial concept development phase. When a client invites Silicon.Garden to bring a concept to life, and Silicon.Garden accepts, they enter into a Pitching Contract governed by specific terms. This agreement acknowledges Silicon.Garden's investment in creating original, copyright-protected concepts without immediate financial obligation from the client. It safeguards the creative and original elements of the marketing strategy, ensuring that the innovative advertising ideas Silicon.Garden presents are exclusively utilized within the bounds of a future main contract. This framework not only fosters a collaborative environment but also ensures the intellectual property and efforts of Silicon.Garden are duly recognized and compensated.

 

1. Upon inviting Silicon.Garden to develop a concept and Silicon.Garden accepting this invitation, a contractual relationship based on a Pitching Contract is established, governed by these terms.

2. Silicon.Garden invests significant resources in creating a concept without immediate compensation from the Client, who recognizes this investment.

3. Copyright protects the linguistic and graphic components of the concept if they demonstrate originality, as stipulated by the Austrian Copyright Act, prohibiting the Client from using these components without Silicon.Garden's approval.

4. Ideas for advertising within the concept that lack originality, and thus copyright protection, serve as early-stage creative catalysts and origins for marketing strategies. However, the unique elements that define the marketing strategy are protected.

5. The Client commits to not exploiting or using, nor allowing the exploitation or use of, the creative advertising ideas presented by Silicon.Garden outside of a subsequent main contract.

6. The Client must notify Silicon.Garden within 14 days post-presentation via email, with evidence, if they believe any presented ideas were previously conceived by them.

7. In the absence of such notification, it's assumed Silicon.Garden provided a novel idea, which if used by the Client, implies Silicon.Garden's entitled to recognition for their services.

8. The Client can nullify their obligations by paying fair compensation plus VAT, as outlined in the provided cost estimate, with obligations lifted only upon Silicon.Garden's receipt of full payment.

 

**Scope of Services**

1. Service scope is established through Silicon.Garden's acknowledgment of the client's order or as detailed in a written agreement, subject to Silicon.Garden's written consent for any modifications.

2. Silicon.Garden is granted creative freedom within the boundaries set by the client for the project's execution.

3. Clients are required to review and approve all provided services, such as drafts, mock-ups, wireframes, graphics, designs, templates, videos, photos, editorial plans, and electronic files, promptly upon receipt.

4. Silicon.Garden is not responsible for delays in the project timeline or any subsequent damages if the client fails to timely approve the provided materials.

 

**Client’s Duties to Cooperate**

1. The Client is responsible for providing Silicon.Garden with all necessary information and documents in a timely and comprehensive manner for service provision. This includes notifying Silicon.Garden of any significant circumstances that arise during the contract's execution. The Client will cover any costs incurred by Silicon.Garden due to work repetitions caused by inaccurate, incomplete, or later-modified information, or due to delays.

2. The Client must verify that all documents (e.g., images, photos, logos) provided to Silicon.Garden for contract execution do not infringe on copyrights, trademark rights, or other third-party rights, and guarantees their free use. The Client agrees to indemnify Silicon.Garden against any third-party claims related to these documents, including covering legal fees.

3. In the event of third-party claims, the Client commits to actively support Silicon.Garden by providing necessary documents and information for defense purposes.

4. The Client ensures they have obtained all necessary consents from relevant third parties for the processing, storage, and transfer of personal data as required for the contract's fulfillment.

5. The Client will be held responsible for any legal or financial consequences stemming from the failure to obtain these consents or from providing Silicon.Garden with materials that infringe on third-party rights, including compensating Silicon.Garden for any associated damages or legal costs.

 

**Third-Party Services**

1. Silicon.Garden reserves the right to deliver its services directly, engage qualified third parties as agents, or subcontract services to third parties at its discretion.

2. When procuring third-party services, Silicon.Garden may act under its own name or notify the Client if acting in the Client's name, ensuring the selected third party has the requisite professional qualifications.

3. The Client agrees to fulfill any commitments to third parties that have been communicated to them and which persist beyond the termination of this Contract.

4. This obligation to honor commitments to third parties remains in effect even if the Silicon.Garden contract is terminated for a justified reason.

5. Silicon.Garden commits to a diligent selection process for third parties, aiming to assure that any subcontracted services meet the standards expected by both Silicon.Garden and the Client.

 

**Target Dates**

1. Delivery or service timelines provided by Silicon.Garden are non-binding unless explicitly confirmed as binding. Any agreements on target dates must be made in writing and confirmed by Silicon.Garden also in writing.

2. Silicon.Garden will not be considered in default for delays caused by the Client's failure to attend scheduled meetings, provide necessary documents and work in a complete manner, or cooperate as required.

3. Delays in delivery or performance due to force majeure, or other unforeseeable events beyond Silicon.Garden's control that cannot be mitigated through reasonable measures, will result in a suspension of service obligations for the duration and scope of the impediment, with deadlines extended accordingly.

4. If such delays extend beyond two months, both the Client and Silicon.Garden have the right to withdraw from the contract.

5. In the event of default by Silicon.Garden, the Client is entitled to withdraw from the contract only after granting a written grace period of at least 14 days and if Silicon.Garden fails to deliver within this period.

6. The Client cannot claim damages for non-performance or delays unless there is proof of intentional misconduct or gross negligence on the part of Silicon.Garden.

7. This framework ensures both parties have clear guidelines regarding the handling of delays and defaults, establishing a fair process for addressing and resolving such issues.

 

**Premature Termination**

1. Silicon.Garden has the right to terminate the contract immediately for good cause, including if service execution becomes impossible or is further delayed for reasons within the Client's control after a 14-day grace period.

2. Good cause for termination by Silicon.Garden also includes repeated breaches by the Client of essential contractual obligations, such as failing to make due payments or fulfill cooperation duties, despite a written warning and a 14-day grace period.

3. If there are legitimate concerns about the Client's financial reliability and the Client neglects Silicon.Garden's request for an advance payment or to provide adequate security, Silicon.Garden may terminate the contract.

4. Silicon.Garden may terminate the contract without notice if bankruptcy or similar proceedings are initiated against the Client's assets, or if such proceedings are denied due to insufficient assets, or if the Client ceases payments.

5. The Client also has the right to terminate the contract without notice for good cause, particularly if Silicon.Garden repeatedly breaches its contractual obligations.

6. A breach by Silicon.Garden that would justify termination by the Client includes failure to meet critical deadlines or deliverables, provided that this failure significantly affects the Client's business operations or project outcomes.

7. Both parties' right to terminate for good cause is designed to protect their interests and ensure that both parties adhere to the terms of the contract, allowing for termination in extreme circumstances where continuing the contract would be untenable.

 

**Fees, Terms of Payment, Reservation of Title**

1. Silicon.Garden earns a fee for each service upon delivery, with payment due within 14 days of invoice receipt, including for cash expenditures and other expenses charged to the Client.

2. Until full payment is made, including any ancillary liabilities, the goods supplied remain the property of Silicon.Garden.

3. Silicon.Garden has the authority to request advance payments and may issue interim or advance invoices as necessary.

4. The fees from Silicon.Garden are net amounts, with legal value-added tax applied separately. Services outside the agreed compensation will incur additional charges.

5. The Client is also responsible for reimbursing Silicon.Garden for all cash expenditures incurred during service provision.

6. Cost estimates provided by Silicon.Garden are non-binding and should not be considered as offers, obligating no service execution.

7. In cases of doubt, cost estimates are offered for free, and Silicon.Garden retains the right to charge for services even if not implemented by the Client.

8. The intellectual property of drafts, plans, calculations, and other documents remains with Silicon.Garden unless explicitly transferred with written consent.

9. For any late payments, Silicon.Garden will charge legal default interest applicable to commercial transactions and may demand a fixed compensation fee for collection expenses.

10. If payments are delayed, Silicon.Garden may require immediate settlement of all services provided under other contracts with the Client.

11. Silicon.Garden may withhold further services until outstanding payments are settled, applying a right of retention without affecting the Client's obligation to pay fees.

12. In installment payment agreements, the total due amount becomes immediately payable if any installment or ancillary claim is not paid on time.

13. The Client's late payments can trigger Silicon.Garden's demand for immediate payment of all services and partial services related to other contracts.

14. The obligation to pay Silicon.Garden's fee remains unaffected by the Client's payment delays or the use of the right of retention.

15. If payment in installments was agreed upon, the failure to pay any part of this agreement results in the entire amount becoming due immediately.

16. The Client cannot offset its claims against Silicon.Garden’s claims unless these are acknowledged in writing by Silicon.Garden or determined by a court.

 

**Intellectual Property and License Rights**

1. Silicon.Garden retains copyright on all services provided, including presentations, drafts, sketches, and concepts. Clients are granted a non-exclusive, non-transferable right to use these services upon full payment, for the defined purpose, scope, and duration.

2. For any use beyond the original agreement, the Client must obtain consent from Silicon.Garden, regardless of the service or work's copyright status.

3. Silicon.Garden exclusively controls the issuance of usage permissions or rights, which may be time-bound or geographically limited, with such permissions explicitly outlined in separate agreements.

4. Without a specific agreement, usage rights default to indefinite use within Austria only, excluding automatic rights for services not within the original scope. Silicon.Garden alone decides on reproduction, alteration, or third-party usage not initially agreed upon.

5. The right to modify services remains with Silicon.Garden unless a written agreement explicitly transfers this right. Any modifications must not misrepresent the work as an original creation.

6. The Client is responsible for adhering to the limitations of license rights for used works, ensuring usage does not exceed the agreed subject matter, time, and geographical boundaries.

7. Silicon.Garden is not obligated to maintain, update, or notify the Client about the expiration of acquired rights (e.g., images, domains, software licenses) unless otherwise agreed.

8. It falls upon the Client to timely renew any rights that are granted for a limited duration, ensuring continuous legal use.

 

**Labelling and Reference**

1. Silicon.Garden reserves the right to credit the author or itself on all advertising materials and throughout all advertising activities, with no obligation to provide compensation to the Client for such recognition.

2. The Client will not receive compensation for Silicon.Garden's use of the Client's name and logo in reference marketing, which includes promotion on Silicon.Garden's website and other advertising mediums.

 

**Warranty**

1. The Client must report any defects to Silicon.Garden within eight days of delivery/service, providing detailed descriptions of the defects. Hidden defects must be reported in writing within eight days of discovery, with a detailed description.

2. This eight-day notification period for reporting defects is deemed reasonable by both parties, in line with Section 377 of the Austrian Corporate Code (UGB). Failure to notify within this timeframe results in the service being considered approved, waiving the Client's right to warranty claims, damage compensation, or contract annulment due to error recognition of a defect.

3. For valid and timely defect complaints, the Client is entitled to either rectification or replacement. Silicon.Garden must be given at least 14 days to address the issue.

4. If rectification is impossible or excessively burdensome, Silicon.Garden may decline to correct the defect. The Client then has the option to cancel the contract or request a purchase price reduction, assuming legal conditions are met.

5. The Client is responsible for returning the defective item at their own expense for repair.

6. Silicon.Garden is not required to rectify defects if the Client's actions prevent such corrective measures and the Client fails to amend these impediments in a timely manner.

7. Silicon.Garden's liability does not extend to third-party performance, especially if a third party was engaged on behalf of the Client as outlined in the contract.

8. The contract acknowledges Silicon.Garden's creative freedom, indicating that services rendered are considered creative work. There's no guarantee that outcomes will match the Client’s expectations unless explicitly stated in the contract.

9. The Client is responsible for ensuring the service's compliance with legal standards, including competition, trademark, copyright, and administrative laws. Silicon.Garden is not obligated to conduct legal reviews unless specifically agreed upon.

10. The warranty period for Silicon.Garden's services is six months from the date of delivery/service.

11. The Client's right to pursue recourse claims against Silicon.Garden expires 12 months after the service/delivery, as per Section 933b (1) of the Austrian Civil Code (ABGB).

12. The presumption of defect existence within six months of delivery/service, outlined in Section 924 of the Austrian Civil Code (ABGB), is not applicable in this agreement.

 

**Liability**

1. Silicon.Garden is exempt from liability for any property or financial damage suffered by the Client due to slight or gross negligence. This includes direct, indirect, or consequential damages, lost profits, damages due to delay, or incomplete performance. The Client is responsible for proving gross negligence or intent.

2. By law, the Client cannot claim compensation from Silicon.Garden for consequential or financial damages, including lost savings, interest, or damages resulting from claims by third parties.

3. The Client is liable for any damages or additional efforts Silicon.Garden faces due to the Client providing unfit data or documents that infringe third-party rights, contain illegal content, or are unsuitable for the services.

4. The Client must ensure that provided documents do not violate copyrights, trademarks, or other third-party rights. Silicon.Garden bears no liability for any infringements, and the Client must indemnify Silicon.Garden against any related claims, including legal fees.

5. The Client agrees to support Silicon.Garden in defending against third-party claims and to supply all necessary documentation for such defense.

6. Silicon.Garden disclaims liability for claims made against the Client based on Silicon.Garden's services, assuming Silicon.Garden has met its informational obligations or when such obligations were not apparent.

7. Silicon.Garden is not liable for litigation costs, the Client's legal fees, publication costs of judgments, or compensation for third-party damages if Silicon.Garden acted with slight negligence.

8. Claims for damage compensation against Silicon.Garden expire six months after the damage becomes known to the Client and are completely barred three years after the occurrence of the infringement by Silicon.Garden.

9. The maximum amount of damages claimable from Silicon.Garden is capped at the net value of the order.

10. This framework ensures that while Silicon.Garden strives for excellence in service delivery, it also sets clear boundaries regarding its liability, emphasizing the importance of the Client's role in providing lawful and suitable materials for the service provision.

 

**Platforms**

- Before contracting, Silicon.Garden will inform the Client that digital platform providers (e.g., LinkedIn) have the right to reject or remove content, including ads, at their discretion.

- Platform providers are not obligated to distribute content and information to users, posing an unpredictable risk of content removal without explanation.

- While providers allow for rebuttals against complaints from other users, disputed content is removed immediately, potentially delaying the restoration of original content.

- Silicon.Garden operates under these platform terms, which are outside its control, when fulfilling the Client's contract.

- By awarding a contract, the Client acknowledges that these platform terms influence the rights and obligations within their contractual relationship with Silicon.Garden.

- Silicon.Garden commits to executing the Client's contract with due diligence, adhering to social media policies.

- Due to current platform terms and the ease with which users can report infringements and get content removed, Silicon.Garden cannot assure continuous access to the contracted campaign content.

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**Place of Performance and Venue**

- Place of Performance: The designated place of performance is Silicon.Garden’s global locations.

- Transfer of Risk: Risk transfers to the Client when Silicon.Garden delivers goods to the chosen carrier.

- Jurisdiction: Disputes will be resolved in the competent court for the City of Vienna, although Silicon.Garden retains the right to sue at the Client’s general legal venue.

 

**Written Form**

• All changes to the Terms, contract, or any contract elements must be in writing. This includes any decision to waive the requirement for written form.

• No verbal side agreements have been made, making such agreements inadmissible.

 

**Severability**

- Invalid Provisions: The invalidity of any part of the contract or Terms does not affect the validity of the remaining provisions.

- Replacement of Invalid Terms: Any term found to be invalid will be replaced with one that most closely matches its economic intent.

 

**Choice of Law**

- The contractual relationship and all related rights, obligations, and claims are governed exclusively by Austrian law, disregarding conflict of law rules and the UN Sales Convention.