Terms and Conditions (T&C)

§ 1 Scope

These T&C apply to all contracts concluded between Leia-Sophie Holding GmbH (hereinafter the “Provider”) and its customers.

They consist of general provisions (Part A) and specific provisions for individual business areas (Part B or Part C).

Deviating terms of the customer are not recognised unless their validity is expressly agreed to in writing.

§ 2 Conclusion of Contract

• Offers made by the Provider are subject to change and non-binding.
• A contract is concluded upon acceptance of an offer and confirmation by the Provider.
• Contracts may be concluded in writing, by email, by telephone, or by video conference.
• Conversations are only recorded with the express consent of the customer.

§ 3 Prices and Terms of Payment

• All prices are stated in euros.
• For business customers (OptimusFlow Consulting): net prices plus VAT.
• For private customers (WhiteNoise Photography): gross prices including VAT.
• Invoices are due within 14 days unless otherwise agreed.
• Invoices may be delivered electronically. The customer agrees to this.

§ 4 Liability

• The Provider is liable without limitation for intent and gross negligence, as well as for damage to life, body, or health.
• For slight negligence, the Provider is liable only for the breach of material contractual obligations (cardinal obligations) and only up to the typical, foreseeable damage.
• Liability for indirect damage, consequential damage, or lost profit is excluded.
• Liability for data loss is limited to the typical recovery effort assuming proper data backup.

§ 5 Data Protection and Confidentiality

Personal data is processed in accordance with the GDPR and the Austrian Data Protection Act (DSG). Details can be found in the Provider’s privacy policy.

Both parties undertake to treat confidentially all information disclosed in the course of performing the contract.

§ 6 Final Provisions

• Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods.
• The place of jurisdiction is Vienna, provided the customer is an entrepreneur or has no general place of jurisdiction in Austria.
• Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected.
• Changes to these T&C are communicated to the customer in text form. They are deemed agreed if the customer does not object within 14 days.

§ 7 Services and Obligations to Cooperate

The scope of services results exclusively from the Provider’s respective offer.

The Provider may engage subcontractors.

The Provider does not owe any specific economic success (e.g. revenue increases or achievement of KPIs).

Customer’s obligations to cooperate:

• Provision of all required information, data, and access.
• Milestones are deemed accepted after 5 business days without feedback.
• More than two feedback rounds per milestone are charged separately.
• Delays due to insufficient cooperation extend deadlines and are borne by the customer.
• Access credentials must be kept confidential; disclosure to third parties is prohibited.

§ 8 SaaS and Third-Party Software

External software solutions (e.g. Pipedrive, Make.com, Voiceflow) are not part of the contract; the customer concludes the contracts independently with the providers. The Provider is neither their authorised representative nor their vicarious agent.

§ 9 Prices and Payment Terms

• Prices are net plus VAT.
• Payment term: 14 days.
• A down payment of 30% or a setup fee upon conclusion of the contract.
• Ongoing services (e.g. retainer, maintenance) are due monthly in advance.
• Payment is possible via SEPA direct debit or credit card.
• Default: default interest pursuant to § 456 UGB plus a €10 reminder fee.
• Costs for returned direct debits are borne by the customer.

§ 10 Cancellation and Contract Term

Cancellation only in writing.

Up to 14 days before project start: free of charge, provided no preliminary work has been carried out.

After that: 50% of the agreed fee is due.

After project start: cancellation is not possible except by mutual agreement.

Ongoing contracts (e.g. retainer, support):

• Term in accordance with the offer.
• Automatic renewal for a further 6 months each time, unless terminated in writing at least 1 month before expiry.

§ 11 Right of Retention

The Provider is entitled to suspend services in the event of late payment.

Right of retention over documents and results until payment in full.

§ 12 Warranty and Liability

In addition to Part A:

• No liability for indirect damage, lost profit, or faulty cooperation by the customer.
• No guarantee of success for digital projects or automations.

§ 13 Copyright and Rights of Use

All work results (concepts, documentation, automations, etc.) remain the intellectual property of the Provider.

The customer receives a simple, non-transferable right of use, limited to the customer’s own business use.

This right continues to exist after the end of the contract, provided the agreed remuneration has been paid in full.

Any transfer or modification is permitted only with the Provider’s consent.

§ 14 Reference Citation

The Provider may name customers as references or use their logos only with separate consent.

§ 15 Subject Matter and Artistic Freedom

The subject matter of the contract is the photographic coverage of weddings and related services.

The photographer reserves artistic freedom in capture, selection, and editing. Complaints regarding style or aesthetics are excluded.

§ 16 Conclusion of Contract and Down Payments

The contract is concluded upon acceptance of an offer or a date reservation.

A date is only secured after written confirmation and receipt of the down payment (typically 50%).

§ 17 Prices and Payment Schedule

Private customers: gross prices including VAT.

Businesses: net prices plus VAT.

Payment schedule:

• 50% upon conclusion of the contract
• 30% no later than 7 days before the photo date
• 20% before delivery of the images

The images remain the property of the Provider until payment in full.

§ 18 Cancellation and Non-Attendance

• Up to 3 months before the date: full refund minus services already rendered.
• 3 months to 1 month before the date: 50% is due.
• Less than 1 month before the date: 100% is due.
• Rebooking possible → proportional refund at discretion.

If the photographer is unable to attend (e.g. due to illness), a replacement is provided or payments made are refunded. No further claims exist.

§ 19 Rights of Use for Images

The Provider remains the author.

The customer receives a simple, non-transferable right of use for private purposes.

Commercial use only with written consent.

RAW files are not released.

The Provider may use images for its own promotion (portfolio, social media, website), provided the customer and the persons depicted have expressly consented. Consent can be withdrawn at any time.

§ 20 Liability and Complaints

Liability for intent/gross negligence as well as slight negligence in the case of material obligations.

No liability for force majeure, technical defects, or unfulfilled image requests without an express agreement.

Complaints within 14 days of delivery; thereafter the service is deemed accepted.