Terms of service

of contractor 14lakes GmbH, 
hereinafter referred to as 14lakes.

Applicability

Basis of Contract.

14lakes concludes contracts and renders services exclusively on the basis of written offers prepared by 14lakes, as well as the applicable version of any service descriptions included in the offer (e.g. individual documents or general brochures), price lists, and these General Terms and Conditions. The service descriptions, price lists, and General Terms and Conditions, insofar as they are not merely project-specific (e.g. individual documents), apply to all legal relationships between 14lakes and the client and are automatically based on the latest version for all subsequent contract conclusions between 14lakes and the respective client starting from the first contract conclusion, even if explicit reference is no longer made to these price lists, product descriptions, and General Terms and Conditions.

Future Amendments.

Amendments to the descriptions of services, price lists, and General Terms and Conditions of 14lakes will be communicated to the client in writing and shall be deemed agreed upon unless consumers object within four weeks or businesses within two weeks. 

Upon the validity of the new agreement, the amendments to the General Terms and Conditions shall also apply to all other currently ongoing contracts.

Additional Agreements.

All forms of additional agreements, both prior to contract conclusion and during the term of the contract, require written form to be valid. For businesses, this requirement also applies to any waiver of the written form requirement itself.

Contractual Components on the Part of the Client.

Specifications regarding service content originating from the client shall become part of the contract only if integrated into the offer by 14lakes or otherwise expressly accepted by 14lakes, for example through references to these specifications, even if known to 14lakes. Legal terms originating from the client, such as General Terms and Conditions or contractual clauses, shall become effective only if accepted by 14lakes with an additional note expressly encompassing these legal texts (such as "T&Cs accepted"), even if known to 14lakes. Otherwise, 14lakes expressly objects to the inclusion of legal terms, such as General Terms and Conditions or contractual clauses, of the client.

The mere acceptance of specifications regarding the client's service content by 14lakes therefore does not constitute an acceptance of the client's legal texts, even if these specifications contain legal provisions (such as "Our T&Cs apply").

Procedure in Case of Contradictions.

In the event of contradictions between the offer, any service descriptions (project-specific documents, general documents), any price lists, and the General Terms and Conditions of 14lakes, these shall apply in the specified order. The more specific components therefore automatically amend the more general components of the contract.

In the event of contradictions between contractual elements of 14lakes and contractual elements of the client, all contractual elements of 14lakes shall take precedence.

Procedure in Case of Invalidation.

Should individual provisions of the contract be invalid or unenforceable, the invalid provision in contracts with businesses shall be replaced by a valid provision that comes closest to the economic intent and purpose of the invalid provision.

Conclusion of Contract

Offer by 14lakes.

Offers by 14lakes to the client, e.g. in the form of an individual offer to the client or a non-individualized offer such as an order form, catalog, or webshop, are without exception subject to change and non-binding.

Offer by the Client.

If the client places an order based on an offer or unsolicited, i.e. without a prior offer from 14lakes (e.g. for additional orders in ongoing business relationships), the client as a business is bound to this order for two weeks, or as a consumer for one week, from its receipt by 14lakes.

Acceptance by 14lakes.

The contract is therefore always concluded only upon acceptance of the order by 14lakes.... Acceptance must generally be in writing, e.g. through an order confirmation, unless 14lakes indicates acceptance of the order, for example, by taking action discernible to the client based on the order.

A mere acknowledgment of receipt of the order does not constitute acceptance of the order.

Scope of Services, Order Execution, and Client's Duty of Cooperation

Place of Performance for Businesses.

The place of performance is the registered seat of 14lakes.

Scope of Services.

The scope of services to be provided is derived from the written service description of 14lakes resulting from all contract components. Information from other sources not incorporated into the offer (e.g. presentation materials, websites, or catalogs) does not form part of the service description.

The client is obliged to check the service description for compliance with their requirements and for completeness. After placing the order, changes to the service description are possible only by mutual agreement and may lead, in particular, to changes in prices, timeframes, and deadlines.

Professional Performance.

Unless the written service description provides otherwise, 14lakes owes professional execution according to the state of affairs at the time the offer was made. Within the framework of the written service description, 14lakes has creative freedom in executing the services, provided multiple professional options for execution exist.

Substitutable Services.

Insofar as this aligns with the objectives of the order, 14lakes is entitled to deviate from the service description and replace services with other equivalent services.

Third-Party Services.

14lakes is entitled to perform the services itself or to utilize qualified third parties in rendering the services (third-party services).

Agreed Third-Party Services.

In the event that the performance of a service as a third-party service is agreed with the client (agreed third-party service), the contractual obligation consists exclusively in providing a third party.

14lakes is therefore only obligated in the case of agreed third-party services to select someone else who performs the service based on a separate contract with the client. 14lakes is entitled to commission the third-party service at its own choice either in its own name or in the name of the client, as well as for its own account or for the client's account. If 14lakes concludes the contract in its own name and/or for its own account, this takes place exclusively in the interest of the client for simplified contract and payment processing. The third party is therefore not acting in pursuit of the interests of 14lakes and is not included in the scope of interest or risk of 14lakes. 14lakes is therefore not obligated to render the specific service in the case of agreed third-party services.

Since the performance of 14lakes consists exclusively in providing a third party, the client is obliged, upon request by 14lakes at any time, to enter into the contract concluded by 14lakes with the third party regarding agreed third-party services and to hold 14lakes harmless and indemnified from this contractual relationship.

Divisible Services.

In the case of divisible services, 14lakes is entitled to make partial deliveries.

Forfeiture / Disposal.

The client must collect all services ordered from 14lakes or delivered to 14lakes for processing in a timely manner. In the event that collection does not take place on time, 14lakes is entitled to dispose of the services at the client's expense after three months for businesses or six months for consumers.

Dates and Deadlines.

Dates or deadlines specified by 14lakes are non-binding unless expressly marked as binding.... Unforeseeable or unavoidable events. Unforeseeable or unavoidable events – in particular default by the client in fulfilling their obligations as well as delays that are unforeseeable and unavoidable for 14lakes or its contractors – extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of organizational measures necessary in such cases. 14lakes must notify the client of this in writing.

Client's Duty of Cooperation.

The client must inform 14lakes in writing immediately, unsolicited, and in a processable format of all information, and provide all services, required for the rendering of services by 14lakes. 

This includes in particular providing a contact person for contract execution, providing documents, materials, and facilities, coordinating order details, and accepting (approving) partial services and services.

If the necessity to provide information or services by the client becomes known only during the rendering of services by 14lakes, the client must supply these without delay.

The client must check the information and services provided by them for suitability, accuracy, and legality.

The client is liable for all damages caused by defective, delayed, or omitted cooperation by the client, and in particular for any additional expense incurred by 14lakes as a result. If 14lakes cannot execute the services as agreed due to defective, delayed, or omitted cooperation by the client, 14lakes is entitled, without prejudice to other rights, to interrupt the execution of the service, insert other services for other clients, and resume execution of services for the client only after completing those services, provided the client has fulfilled their duties of cooperation by then, thereby postponing all dates and deadlines.

If claims are asserted against 14lakes by third parties due to an infringement of rights in connection with information or services provided by the client, the client shall also indemnify and hold 14lakes harmless and assist in defending against any third-party claims.

Interference by the Client.

If the client independently interferes with the services of 14lakes in an unagreed manner and makes modifications, they shall be liable for the resulting additional expense incurred by 14lakes, e.g. for inspection, documentation, defect determination, defect assignment, and defect remediation.

Duty of Inspection of 14lakes.

14lakes is liable only for ensuring that the services rendered by 14lakes are not inherently illegal (e.g. use of a copyrighted work without the author's consent). 

However, 14lakes has no obligation to legally examine the services created by 14lakes for potential infringement of third-party rights or for potential legal violations arising from the type of use intended by the client (e.g. using a graphic as a logo). The client must perform these legal examinations themselves, particularly with regard to administrative, criminal, competition, trademark, design, copyright, personal rights, and data protection law, or have them conducted by a qualified legal expert. Insofar as 14lakes points out the necessity of an additional legal check of services with regard to other rights or other risks prior to placing the order or during the order after new order details become known, liability for conducting this legal check regarding other rights or taking on these risks passes to the client in the event that duties of disclosure or inspection existed on the part of 14lakes. The service of 14lakes shall thereby be deemed rendered properly and as agreed.

Rights to Services.

In principle, all rights to the agreed services belong to 14lakes or the licensors of 14lakes. The client receives the right to use the services upon full payment of the agreed fee to the extent agreed with 14lakes or predefined by the licensors.... In the event that the scope was not agreed upon, it includes non-exclusive use for own internal business purposes in the client's business, without any right to sublicense or transfer to third parties (or affiliated companies), whereby the right to edit is limited to the legally indispensable minimum.

The client is aware that the services of 14lakes often build upon works or services of third parties with various license conditions. The client must comply with these license conditions for third-party services or works that form part of the services or works of 14lakes.

Right to the Final Product.

The client only has the right to use the service in the agreed form as a final product, but not to receive the underlying materials, work aids, intermediate results, etc., necessary for creating the services. Unless agreed otherwise, 14lakes also has no obligation to retain these underlying materials, work aids, intermediate results, etc., after completion of the work.

Reference.

14lakes is entitled to refer to 14lakes and, if applicable, to another author on all services created by 14lakes for the client, and, subject to written revocation at any time, to use data such as the client's name and logo, project descriptions, project images, and similar as a reference or indicator of the business relationship in 14lakes' own promotional media without the client being entitled to remuneration for this.

Remuneration

Prices.

All prices are ex registered office or place of business of 14lakes in Euro plus value-added tax for contracts with businesses, and including value-added tax at the statutory rate for contracts with consumers.

Additional Services.

All services of 14lakes that are not explicitly covered by the agreed fee, in particular later agreed additional services, will be remunerated separately.

Advance Payment.

14lakes is entitled to demand cost advances to cover its own expenses.

Partial Services.

14lakes is entitled to invoice partial services.

Unjustified Withdrawal by Businesses.

In the event that the client withdraws from their order in whole or in part without gross negligence or intentional fault on the part of 14lakes, 14lakes shall nevertheless be entitled to the agreed fee. In this case, 14lakes must only deduct savings from purchases not yet made. The same applies if 14lakes withdraws from the contract for an important reason lying within the client's sphere.

Payment

Due Date.

Invoices of 14lakes are due without any deduction from the invoice date. Service provision generally takes place only after full payment.

Payment for Online Transactions.

When selecting other payment methods offered by 14lakes, invoices of 14lakes are to be paid upon placing the order.

Retention of Title.

Until full payment by the client, retention of title in favor of 14lakes on the goods delivered by 14lakes is agreed until full payment of the purchase price and all associated interest and costs. In the event of default, 14lakes is entitled to assert rights arising from retention of title. In this event, the client consents to the collection of the goods by 14lakes. The assertion of retention of title by 14lakes does not constitute a withdrawal from the contract unless 14lakes expressly declares withdrawal from the contract.... In the event of resale of the goods by the client, the client assigns its claim against the buyer to 14lakes for security purposes. 14lakes is entitled to notify the buyer of this assignment. 

Prohibition of Set-off and Retention.

Clients who are businesses are not entitled to set off their own claims against claims of 14lakes, even in the case of connected claims, unless the client's claim has been acknowledged in writing by 14lakes or established by a court. A right of retention in favor of clients who are businesses is excluded.

Default in Payment.

In the event of late payment, statutory interest applicable between businesses, but at least 9% per annum, shall be paid for contracts with businesses, and interest of 9% per annum for contracts with consumers. The client must bear all costs and expenses associated with debt collection, in particular collection agency charges or other costs necessary for appropriate legal prosecution.

Continued Default in Payment.

After an unsuccessful reminder to the client with a grace period of at least 7 days, 14lakes may declare all services and partial services already rendered, including those under other contracts concluded with the client, immediately due and temporarily suspend the provision of unpaid services until full payment of all outstanding fee claims.

Upon the unsuccessful expiry of a further week, 14lakes is entitled to withdraw from all contracts and to demand compensation for lost profit in addition to payment for services already rendered. 14lakes is thereby also entitled not to perform or to discontinue already paid services, provided that savings result from the discontinuation of the service and these savings are offset against open claims.

Irrespective of these options, 14lakes may of course file a lawsuit in court immediately after the due date expires.

Installment Payment.

Insofar as 14lakes and the client conclude an installment payment agreement, loss of the right to pay in installments (acceleration clause) shall be deemed agreed in the event of non-timely payment of even a single installment.

Liability

Transfer of Risk for Businesses.

When shipping goods, the risk always passes to the client as soon as 14lakes has handed over the goods to the transport company. Goods are generally shipped uninsured, unless the client has commissioned 14lakes to insure the goods. In the event of such a commission, the client shall bear the costs of insurance.

Duty to Give Notice of Defects for Businesses.

After request for an interim acceptance by 14lakes, after handover, and after commencement of live operations, the client must accept ("release") the delivered or to-be-accepted services in writing at the latest within 8 days, or notify any defects or damages in writing.

In the event of an interim acceptance, further work by 14lakes may take place only after successful interim acceptance / "release". In the case of non-timely acceptance or notice of defects, the services shall automatically be deemed accepted by the client.

Hidden defects or damages that appear only after the expiry of 8 days, but within open guarantee, warranty, or damage claim periods, must likewise be notified by the client within 8 days of recognizability.

The duty to give notice applies to all defects or damages that the client should recognize upon appropriate inspection with the due diligence of a prudent business owner. For interim acceptances, due to the special importance of interim acceptances in avoiding defects that carry through all subsequent service steps, the inspection must correspond to a final, detailed, and particularly thorough check. Upon handover, the inspection must correspond to an initial, yet accurate check.

The client's notice of defects must describe the defect or damage in detail and comprehensibly. For defects or damages that do not occur continuously, the exact times and surrounding circumstances of occurrence must be specified. The client must enable 14lakes to take all measures necessary to investigate and remedy the defects or damages. If notice of defects is not given in a timely manner by the client, the assertion of guarantee, warranty, and damage claims as well as claims based on other liability provisions, in particular recourse claims, by the client shall be excluded.... Warranty. Statutory warranty provisions apply to consumers. Irrespective of this, any guarantees or customer services additionally granted in the product description apply to consumers.

The right to warranty and the right to warranty recourse are limited to six months from handover for businesses.

For used goods, the right to warranty is completely excluded for businesses.

The client as a business is entitled to rectification or replacement or, in the case of non-material defects, price reduction, or in the case of material defects, rescission of contract at the choice of 14lakes. Remedying a defect neither extends the warranty period for businesses nor starts it afresh for the part of the service affected by defect remediation.

Mistake, Lesio Enormis (Shortfall beyond Half) for Businesses.

The right to challenge for mistake or for shortfall beyond half (laesio enormis) is excluded.

Damages and Other Claims.

Claims for damages and claims based on other liability provisions, in particular recourse claims, of the client are excluded, unless, in contracts with businesses, they are based on gross negligence or intent, or in contracts with consumers, on gross negligence or intent on the part of 14lakes.

Such claims by businesses expire in six months from knowledge of the damage and the injuring party; in any case, however, after three years from the infringing act.

Excluded from this limitation of liability are claims based on personal injury and based on other non-mandatory legal liability provisions.

Protective Effect in Favor of Third Parties.

It is expressly agreed that this contract does not unfold any protective effect in favor of third parties.

Liability for Agreed Third-Party Services.

The respective third parties providing agreed third-party services are not vicarious agents of 14lakes. 14lakes is therefore liable exclusively for fault in selection (culpa in eligendo). If the third party is called upon at the suggestion of the client, 14lakes is not liable for the third party at all.

Burden of Proof for Businesses.

A reversal of the burden of proof to the detriment of 14lakes is excluded. In particular, the existence of the defect at the time of handover, the time of discovery of the defect, the timeliness of the notice of defects, as well as the existence and degree of fault must be proven by the client.

Grace Period for Businesses.

In the event of non-compliant contractual performance, the client is entitled to assert claims only after granting 14lakes a reasonable grace period of at least fourteen days in writing. This also applies to termination of the contract for good cause.

Contract Withdrawal for Businesses.

A contract withdrawal by the client must be declared in writing by registered letter.

Online Dispute Resolution

Online Dispute Resolution Platform for Consumers.

To settle disputes with consumers, the EU has set up an "Online Dispute Resolution Platform" (ec.europa.eu/odr). 14lakes decides on participation in a dispute resolution proceeding on a case-by-case basis. For questions regarding dispute resolution, 14lakes is available at hello@14lakes.com.

Final Provisions

Applicable Law.

Austrian law shall apply exclusively to all legal relationships and facts between the client and 14lakes, to the exclusion of international conflict of laws rules.

Mandatory Consumer Law.

If, in contracts with consumers, the professional or commercial activity of 14lakes is directed to the consumer's home country, the protection afforded to the consumer by the mandatory provisions of the law of their country of residence shall remain unaffected by the choice of law.

UN Sales Convention.

The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply to contracts with businesses.... Place of jurisdiction for businesses.

The competent Austrian court having subject-matter jurisdiction for Bad Ischl is agreed as the place of jurisdiction for all disputes between 14lakes and businesses.

However, 14lakes is also entitled to file a lawsuit at the general place of jurisdiction of 14lakes and of the business.