1. Scope of Application

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1.1. These GTC apply to all contracts and pre-contractual legal relationships between De Luca Consulting e.U., Pongartgasse 9, 6850 Dornbirn, Austria (hereinafter “Service Provider”), and its contractual partners (hereinafter “Client”), provided that the Client is an entrepreneur within the meaning of Section 1 of the Austrian Commercial Code (UGB) (B2B).

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1.2. These GTC do not apply to consumers. The Service Provider is entitled to request appropriate proof of entrepreneurial status (e.g., VAT ID, commercial register extract, trade license).

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1.3. Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless the Service Provider expressly agrees to their validity in writing.

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1.4. Individual agreements (offer/service description, framework agreement, addenda) shall take precedence over these GTC.

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2. Conclusion of Contract and Contract Documents

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2.1. Offers of the Service Provider are subject to change and non-binding unless expressly designated as binding.

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2.2. A contract is concluded once the Client accepts the offer/order confirmation of the Service Provider in writing (email is sufficient) or once the Service Provider begins performance with the Client’s consent.

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2.3. The scope of services shall be determined exclusively by:

• the offer including service description/scope,
• these GTC,
• any written addenda (e.g., warranty terms, AVV/DPA, SLA).

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2.4. The Service Provider is entitled to use agents/subcontractors (e.g., designers, media buyers, technical service providers) to perform the services.

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3. Subject of Services and Basic Principle

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3.1. The Service Provider provides – depending on the agreement – consulting and implementation services in the field of marketplace and performance marketing, in particular for Amazon (e.g., account/ads management, listing optimization, content/creatives, launch planning, KPI reporting, process and tool setup) and, where applicable, adjacent channels (e.g., Meta, DSP, retail media, marketplace internationalization).

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3.2. Unless expressly agreed in writing as a “work” (Werkvertrag), the Service Provider owes the provision of services performed to the best of its knowledge and ability.

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3.3. Platform decisions (e.g., rejection/modification/deactivation of listings/ads, account restrictions, suspensions, moderation) are beyond the Service Provider’s control.

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4. Performance, Procedure, Change Management

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4.1. Within the agreed scope, the Service Provider shall determine methods, sequence, prioritization, and specific measures at its professional discretion. This includes adaptation to market and platform changes.

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4.2. The Service Provider is not obliged to implement all individual measures listed as examples in the offer if (i) the objective is pursued through equivalent measures or (ii) external circumstances (budget, data situation, platform restrictions, Client cooperation) prevent this.

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4.3. If the Client requests changes to the scope or additional services become necessary, the Service Provider shall provide a change offer (additional costs/effort) upon request. Services outside the scope shall only be performed after written commissioning.

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4.4. Exclusivity exists only if expressly agreed in writing.

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5. Client’s Duties to Cooperate

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5.1. The Client shall provide all information, documents, data, access credentials, and approvals required for performance in a timely, complete, and usable form (e.g., Seller/Vendor access, advertising access, Brand Registry, product data, images, claims, prices, margin/profit data if required, compliance documents).

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5.2. The Client shall ensure sufficient internal contacts and decision-making authority. Unless otherwise agreed, the Client shall provide feedback/approvals within 7 calendar days.

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5.3. The Client is responsible for:

• the legal and tax structure of its business (including taxes, VAT, legal texts, labeling obligations),
• the material accuracy of product information, ingredients, performance claims, certificates, and test reports,
• inventory/logistics as well as pricing and assortment decisions,
• budgeting and payment capacity for platform costs (e.g., advertising budget, marketplace fees).

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5.4. The Client guarantees that all content/assets provided are free from third-party rights or that the Client holds the necessary rights of use. The Client shall indemnify and hold harmless the Service Provider in this respect.

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5.5. If the Client fails to fulfill its cooperation obligations and the Service Provider is therefore unable to perform or only partially perform, deadlines shall be postponed accordingly. The Service Provider’s claim to remuneration for the agreed term remains unaffected in principle; however, reasonable and demonstrably saved expenses shall be taken into account if the Client substantiates them.

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6. Third-Party Platforms, Policies, and Account Access

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6.1. The Client acknowledges that the use of platforms (especially Amazon) is additionally subject to their own terms and policies, which factually determine the scope of services

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6.2. The Service Provider shall not be liable for suspensions, restrictions, or moderation decisions by platforms unless caused by intentional or grossly negligent conduct of the Service Provider.

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6.3. The Client shall grant the Service Provider appropriate access (e.g., role-based access) for the duration of the contract. The sharing of main login credentials should be avoided; if exceptionally necessary, the Client is responsible for secure transmission and subsequent rotation/change of credentials.

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6.4. If the Client withdraws necessary access, this constitutes a breach of cooperation; Section 5.5 shall apply accordingly.

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7. Remuneration, Invoicing, Due Date

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7.1. Remuneration, billing mode (e.g., monthly retainer, setup fee, performance-based components, project flat fees), and payment terms are set out in the offer/contract.

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7.2. Third-party and tool costs (e.g., software licenses, stock assets, external designers, translations, photo/video production, platform fees, advertising budget) shall be borne by the Client unless expressly included and shall either be (i) paid directly by the Client to the third party or (ii) advanced by the Service Provider and re-invoiced.

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7.3. Invoices shall be issued electronically unless otherwise agreed. Payments are due upon receipt of invoice.

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7.4. In the event of default in payment, statutory default interest for business transactions shall apply. The Service Provider is entitled to suspend services until full payment is received (right of retention).

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7.5. Set-off is only permitted with claims that are legally established or expressly acknowledged in writing.

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8. Acceptance, Corrections, Notice of Defects

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8.1. For deliverables resembling work results (e.g., creatives, listing texts, concept documents, reports, SOPs), the Client shall review them within 10 business days of delivery and notify defects/change requests in writing. If no timely notice is given, the deliverables shall be deemed accepted.

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8.2. In the case of justified and timely notice, the Service Provider shall, at its discretion, remedy/revise within a reasonable period.

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8.3. For ongoing services: the Client shall specify complaints in writing no later than 14 calendar days after becoming aware; otherwise, the service shall be deemed contractually compliant insofar as a specific claim for correction would otherwise be frustrated.

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9. Rights of Use, Documents, Reference

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9.1. Until full payment, all rights to documents/assets created by the Service Provider remain with the Service Provider.

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9.2. After full payment, the Client receives a non-exclusive, non-transferable, unlimited right of use to the finally accepted work results for its own business purposes within the agreed territory/scope. Raw files/working materials (e.g., open design files, prompt/automation libraries) are only owed if expressly agreed.

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9.3. The Service Provider is entitled to name the Client (company/brand/logo) as a reference (website, social media, presentations). The Client may prohibit this in writing with effect for the future; already published materials shall be removed within a reasonable period unless compelling reasons prevent this.

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10. Confidentiality and Data Protection

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10.1. Both parties undertake to treat all business and trade secrets obtained in connection with the contract as confidential, even after termination (for at least 5 years).

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10.2. If the Service Provider processes personal data on behalf of the Client, the parties shall conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR prior to processing. The provisions of the DPA shall prevail.

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10.3. The Client shall ensure that access credentials and personal data are provided lawfully and that required information obligations/consents are fulfilled.

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11. Liability

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11.1. To the extent permitted by law, the Service Provider shall only be liable for damages caused intentionally or through gross negligence. In cases of gross negligence, liability is limited to the typically foreseeable direct damage.

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11.2. Liability for loss of profit, indirect damages, consequential damages, pure financial losses, data loss (unless caused by gross negligence in data backup measures), production downtime, loss of rankings/buybox/account status is excluded to the extent permitted by law.

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11.3. To the extent permitted by law, total liability is limited to the net fee paid by the Client in the last 3 months before the event giving rise to the damage; in the case of shorter contract duration, to the net fee paid up to that point.

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11.4. Mandatory liabilities (e.g., personal injury; mandatory product liability claims) remain unaffected.

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11.5. The Client shall indemnify and hold harmless the Service Provider against third-party claims arising from (i) content/claims/products supplied by the Client, (ii) legal violations within the Client’s responsibility, or (iii) instructions/approvals of the Client, unless caused by intentional or grossly negligent conduct of the Service Provider.

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12. Contract Term and Termination

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12.1. Contract commencement and minimum term are set out in the offer/contract. If no minimum term is agreed, a minimum term of 2 months shall apply.

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12.2. After expiry of the minimum term, unless the contract ends automatically, either party may terminate with 30 days’ notice to the end of a quarter.

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12.3. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of:

• default of payment despite reminder and reasonable grace period,
• substantial breach of cooperation obligations,
• material breach of contract,
• opening of insolvency proceedings or filing for insolvency.

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12.4. Terminations must be in writing (email sufficient).

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12.5. If the Client terminates without good cause before expiry of the minimum term, the Service Provider retains the claim to the agreed fixed fee until the end of the minimum term, less saved expenses if demonstrably incurred. Third-party and tool costs already incurred shall in any case be reimbursed.

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13. Final Provisions

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13.1. Austrian substantive law shall apply, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

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13.2. The exclusive place of jurisdiction for disputes arising from or in connection with the contract shall, to the extent permitted by law, be the competent court at the registered office of the Service Provider.

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13.3. Should individual provisions be or become invalid, the validity of the remaining provisions shall remain unaffected. The parties shall agree on a valid provision that comes closest to the economic purpose.

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13.4. The contract language is German. Translations are for convenience only; in case of doubt, the German version shall prevail.