Business Terms (B2B)

§ 1 Scope

These terms apply to contracts between Leia-Sophie Holding GmbH (Provider) and businesses where the transaction relates to their business activities. They cover in particular business consulting, IT and digital services under the trading name OptimusFlow Consulting.

These B2B terms do not apply to consumer transactions. Classification depends on the specific transaction; mandatory consumer protection, including protection for qualifying start-up transactions, remains unaffected.

Individual agreements take precedence over these terms. Deviating customer terms apply only if expressly agreed.

§ 2 Formation of contract

Quotations are non-binding unless expressly designated as binding. For a non-binding quotation, the customer submits a contractual offer with their order, which the Provider expressly accepts. A binding offer becomes a contract when accepted by the customer within the stated period.

Contracts may be concluded in writing, by email, telephone or video conference, subject to statutory form and information requirements. Conversations are recorded only with the express consent of the participants.

A non-binding enquiry or availability request does not create a contract. Binding photography bookings are expressly confirmed; the quotation specifies the amount and due date of any deposit.

§ 3 Prices and Payment Terms

• Prices are net plus VAT.
• Payment term: 14 days.
• The deposit is 30% of the agreed fee unless the quotation expressly specifies a different deposit or a quantified setup fee.
• 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.
• The customer bears returned-payment costs only where responsible for the return and where those costs are necessary and reasonable.

§ 4 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.
• Acceptance is given expressly after a testable deliverable has been provided. Silence after five working days does not constitute acceptance.
• More than two feedback rounds for change requests per milestone are charged separately by prior agreement. Rectification of defects in the agreed service does not count as a chargeable feedback round.
• 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.

§ 5 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.

The Provider remains responsible for its own agreed consulting, selection, integration and configuration services.

§ 6 Cancellation and Contract Term

Contractual cancellation may be declared by email. It is free of charge up to 14 days before the project starts, provided no agreed preparatory work has been performed.

After that date and before the project starts, the cancellation fee is no more than 50% of the agreed fee. Saved expenses and alternative earnings to be credited are taken into account; proof of a lower entitlement reduces the cancellation fee accordingly.

After the project starts, no additional contractual cancellation right is granted. Statutory termination rights, particularly for good cause, and termination by mutual agreement remain unaffected.

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

• Term in accordance with the offer.
• Automatic renewal for successive six-month periods unless terminated by email or in writing at least one month before expiry. Deviating individual agreements take precedence.

§ 7 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.

§ 8 Warranty

Statutory warranty provisions apply. A lack of commercial success does not in itself constitute a defect; the agreed functionality and characteristics of the service remain owed.

§ 9 Liability

The Provider is liable without limitation for intent, gross negligence and personal injury. Mandatory statutory liability remains unaffected.

For slight negligence, the Provider is liable for breaches of essential contractual obligations, limited to the foreseeable damage typical of the contract at its conclusion. Liability for lost profit and indirect consequential damage is excluded only outside the cases specified in the first paragraph.

Agreed backup obligations of both parties remain in place. Inadequate customer backups are taken into account only under the statutory rules on contributory fault.

§ 10 Copyright and Rights of Use

Rights in the Provider’s pre-existing concepts, templates and software components remain with the Provider. Customer and third-party rights, including rights in customer data and open-source software, remain unaffected.

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.

Modification and maintenance necessary for the agreed use are permitted, including by customer service providers bound to confidentiality. Further commercialisation or distribution requires consent. Mandatory statutory rights of use remain unaffected.

§ 11 Reference Citation

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

§ 12 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.

§ 13 Governing law, jurisdiction and amendments

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent legally permitted, the court with subject-matter jurisdiction in Vienna shall have jurisdiction over disputes.

Changes to existing contracts, including these terms, require express agreement. Silence does not constitute consent. A new website version does not automatically amend existing contracts.

If a provision is invalid, statutory rules govern its replacement; the remainder of the contract continues to apply to the extent legally possible.