General Terms and Conditions
General terms and conditions for business consultancy and digital performance marketing.
Contractor: Elisabeth Seebacher EPU
Version of 21 October 2026
1. General basis and scope
1.1 These general terms and conditions (GTC) apply exclusively to all legal transactions between the client and the contractor (Elisabeth Seebacher EPU). The version in force at the time the contract is concluded is the one that applies.
1.2 These GTC apply exclusively to contracts with entrepreneurs within the meaning of section 1 of the Austrian Consumer Protection Act (KSchG). They do not apply to contracts with consumers.
1.3 ad performance partners is a cooperation network of independent experts without separate legal personality and not a company in its own right. Unless expressly agreed otherwise, the contractual partner is the sole proprietorship Mag. Elisabeth Seebacher, MA. These GTC also apply to all services offered under the name “ad performance partners”.
1.4 These GTC also apply to all future contractual relationships, even where no express reference is made to them in the case of additional or follow-up engagements.
1.5 Conflicting or deviating general terms and conditions of the client are only effective if expressly acknowledged in writing by the contractor (Elisabeth Seebacher EPU).
1.6 Verbal side agreements require written confirmation in order to be effective. Amendments to these GTC, as well as agreements on deadlines, delivery dates or the scope of services, likewise require the written form. Email satisfies the written form requirement.
1.7 Should individual provisions of these GTC be or become invalid, this does not affect the validity of the remaining provisions. The invalid provision shall be replaced by one that comes closest to its economic purpose.
2. Scope of the engagement, third-party services, representation
2.1 The specific scope of services follows from the relevant offer, contract or written statement of work. The subject of the engagement is the provision of the agreed service, not the achievement of a particular economic outcome or of specific key performance indicators (KPIs). All figures given in forecasts are non-binding estimates.
2.2 The contractor (Elisabeth Seebacher EPU) is entitled to provide services personally or to engage qualified third parties (vicarious agents) to perform the contract.
2.3 Third parties are engaged either in the contractor’s own name or — following prior notice — in the name of the client. This does not automatically create a direct contractual relationship between the client and the third party.
2.4 Obligations towards third parties (e.g. software licences, tools, hosting, advertising platforms) that extend beyond the term of the contract are to be assumed by the client, including where the contract is terminated early.
2.5 Protection of trust: The contracting parties undertake to act loyally towards each other. The client undertakes, during the contractual relationship and for 12 months after its end, not to solicit, directly or indirectly, any employees or subcontractors engaged by the contractor (Elisabeth Seebacher EPU) (freelancers, partner agencies and network partners of ad performance partners), and not to engage them directly for comparable services without involving the contractor. Generally available advertising platforms and standard software providers (such as Google, Meta or Microsoft) are expressly excluded from this.
3. Digital advertising platforms and copyright
3.1 Scope of services and platform specifics
The contractor (Elisabeth Seebacher EPU) offers services on digital advertising platforms, in particular: Google Ads, Meta Ads (Facebook and Instagram), TikTok Ads, Microsoft Ads (Bing), LinkedIn Ads, YouTube, Pinterest, Criteo, Taboola and programmatic advertising.
3.1.1 Risk of rejection and suspension: Platform operators reserve the right to reject, restrict or suspend ads, advertising material or accounts at any time and without stating reasons (including automatically by AI systems). The contractor (Elisabeth Seebacher EPU) accepts no liability for this.
3.1.2 Algorithms and measurability: Placement, reach and performance are subject to continuously changing algorithms and to data protection restrictions (e.g. iOS tracking, cookie restrictions). Any guarantee of success (e.g. ROAS, leads, revenue) is expressly excluded.
3.1.3 Platform terms: The client acknowledges that the terms of use of the respective platforms apply in addition and form part of the contractual relationship.
3.2 Copyright and rights clearance (client content)
The client is solely responsible for the legal admissibility of all content provided (text, images, video, music, logos, user-generated content).
- Full rights clearance is the client’s responsibility.
- The contractor (Elisabeth Seebacher EPU) is not liable for infringements of rights.
- The client indemnifies and holds the contractor harmless.
3.3 Use of AI technologies
Generative AI tools (e.g. ChatGPT, Claude, Gemini, Canva, Runway, Luma) are used to the best of our knowledge. Confidential information and personal data are used only to the extent necessary and, where possible, in pseudonymised form. The tools are used with settings under which inputs are not used to train the models. The client may exclude the use of AI tools for particular content in writing.
The client acknowledges that the copyright position regarding AI-generated content has not been conclusively settled. As a rule, no copyright arises in purely AI-generated content, and exclusive rights of use cannot be granted in it.
Where AI-generated content has to be labelled under applicable law (in particular Art. 50 of the AI Act) or under the policies of the advertising platforms, the contractor points this out before approval. The decision to publish is taken by the client when granting approval under clause 4.3.
3.4 Advertising accounts and access
Advertising, analytics and tracking accounts are held in the client’s name; the contractor receives the access rights required. After the contract ends, the contractor removes her access within 14 days. Campaigns, data and settings in these accounts remain with the client. The contractor’s own templates, tools and accounts remain with her.
4. The client’s duties to cooperate
4.1 The client shall provide all information, data, access and approvals required for the provision of services in good time.
4.2 Delays or additional work caused by incomplete or late input are not to the detriment of the contractor (Elisabeth Seebacher EPU).
4.3 By approving content (e.g. advertising copy, graphics, video), the client assumes sole responsibility for the accuracy and legal admissibility of that content. Approval is also deemed to have been granted if the client does not object to the content within 3 working days.
4.4 The contractor (Elisabeth Seebacher EPU) is responsible for the operational management of the campaigns. Where the client or third parties make changes to set-ups, bidding strategies or advertising material without prior agreement, the contractor accepts no responsibility for the resulting effects on campaign performance or data integrity. Any additional work required to analyse, restore or correct the campaigns as a result of such interventions will be invoiced separately on a time basis.
5. Reporting and ways of working
5.1 Reporting takes the agreed form (e.g. dashboards, reports, meetings). KPIs serve as orientation, not as a guarantee.
5.2 The contractor (Elisabeth Seebacher EPU) acts free from instructions and on her own responsibility and is not bound to fixed working hours or places of work.
6. Protection of intellectual property
6.1 All works created by the contractor (Elisabeth Seebacher EPU) — for example concepts, copy, creative and dashboards — remain the intellectual property of the contractor.
6.2 Upon payment in full, the client receives a non-exclusive right of use in the agreed work results for the agreed purpose, unlimited in time and territory. This right continues to exist after the contract ends.
6.3 Any use beyond the purpose of the contract, any adaptation and any transfer to third parties is permitted only with express written consent. The contractor’s methods, templates and know-how are excluded from the grant of rights of use.
6.4 The contractor may name the client as a reference, stating its name and logo, unless the client objects in writing.
7. Warranty and liability
7.1 The contractor (Elisabeth Seebacher EPU) is liable for damage only in cases of intent or gross negligence. Liability for slight negligence is excluded. This does not apply to personal injury.
7.2 In cases of gross negligence, liability is limited in amount to the net fee the client paid for the engagement concerned in the three months preceding the damaging event. Liability for lost profit, consequential loss and indirect damage is excluded to the extent permitted by law. These limitations do not apply in cases of intent, nor to personal injury.
7.3 Claims for damages must be asserted in court within six months of becoming aware of the damage and of the party causing it, failing which they lapse.
8. Confidentiality and data protection
8.1 The contractor (Elisabeth Seebacher EPU) undertakes to maintain confidentiality about all confidential information without limitation in time. Disclosure to engaged subcontractors and service providers (including the AI tools referred to in clause 3.3) does not constitute a breach of confidentiality, provided it is necessary for the provision of services and those parties are themselves bound to confidentiality.
8.2 The client confirms that it has put in place all data protection requirements (GDPR), in particular with regard to tracking, remarketing and pixels.
8.3 Where the contractor processes personal data on behalf of the client (e.g. customer lists, conversion or analytics data), the parties conclude a data processing agreement for that purpose pursuant to Art. 28 GDPR. That agreement also names the sub-processors engaged.
9. Fees and advertising budget
9.1 The fee follows from the relevant offer.
9.2 Advertising budgets are not part of the fee and are to be paid by the client directly to the platforms, unless agreed otherwise.
9.3 Additional work (e.g. platform changes, suspensions, new formats) is invoiced separately.
9.4 Invoices fall due for payment in full within 14 days of the invoice date. In the event of late payment, the statutory default interest for business-to-business transactions applies (section 456 of the Austrian Commercial Code, UGB). The contractor is entitled to suspend services until payment has been made in full.
10. Term and termination
10.1 Project contracts end upon completion of the project, unless agreed otherwise. Ongoing retainer contracts (e.g. monthly campaign management) may, where no minimum term has been agreed in the offer, be terminated by either party in writing giving three months’ notice to the end of a month.
10.2 Both parties retain the right to terminate without notice for good cause.
11. Electronic invoicing
11.1 The client expressly consents to electronic invoicing.
11.2 The client acknowledges that electronic correspondence (in particular by email) can carry security risks (e.g. interception, alteration or loss of data). The contractor accepts no liability for damage resulting from the use of electronic means of communication, except in cases of gross fault.
12. Final provisions
12.1 Austrian law applies exclusively.
12.2 The place of jurisdiction is the contractor’s registered place of business (Elisabeth Seebacher EPU).