Last updated: July 8, 2024
1 . General
1.1 These General Terms and Conditions (GTC) are applicable to all legal relationships between Luna Studio e.U. („Luna Studio“) and the Customer, respectively constituting a legally binding agreement by and between Luna Studio and the Customer, regardless of its explicit or implied reference.
1.2 These GTC are applicable to all legal transactions with Customers, regardless of their legal qualification, therefore equally whether Customers act individually or on behalf of an entity.
1.3 Derogations or deviations from these GTC and other supplementary agreements with the Customer shall only be effective if they have been confirmed by Luna Studio in writing.
1.4 Business shall be concluded solely based on these GTC. Any Terms and Conditions of the Customer shall not be accepted in any case, both whether they are known or unknown to Luna Studio and shall therefore not be applicable to any legal relationship with the Customer, unless expressly agreed upon otherwise in writing on a case-by-case basis. Luna Studio hereby expressly and generelly objects to Terms and Conditions of the Customer.
1.5 If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one. Failure of Luna Studio to enforce any right or provision of these GTC shall not operate as a waiver of such right or provision.
1.6 Nothing in these GTC, the Privacy Policy or on the website shall be construed to constitute the forming of a joint venture, partnership or employment between the Customer and Luna Studio.
1.7 By using the website, the Customer represents and warrants that the Customer has the legal capacity and agrees to comply with these GTC, the Customer is not a minor in the jurisdiction of their domicile, the Customer will not access the website through automated or non-human means and will not use the website for any illegal or unauthorised purpose and that the Customer’s use of the website will not violate any applicable law or regulation.
2. Services and Subscriptions
2.1 All services offered by Luna Studio are subject to these GTC. Luna Studio is entitled to edit, remove or add offered services at will without prior notice at any time.
2.2 The Customer is granted non-exclusive and non-transferable rights to use these services only after full payment for the intended and agreed upon purpose, in the agreed upon extent and for the agreed upon period of time.
2.3 Services are offered based on a subscription system. Upon individual written agreement Luna Studio is entitled to offer services on a project basis.
2.4 Provision of access of the services to any third party or use of the services for any third party is prohibited.
2.5 Full and complete payment is required before use and provision of the services. Luna Studio does not take responsibility for payment errors on the part of payment platforms or the Customer.
2.6 Luna Studio is entitled to unilaterally terminate any subscription at their own discretion, at any time, with or without notice. Any received payments for unused subscription time will be refunded in this case.
2.7 Recurring payments are required and will be made automatically and regularly every month for ongoing subscriptions, unless the subscription is paused or cancelled.
2.8 Luna Studio is entitled to unilaterally terminate any subscription in case of failure of recurring payment. Furthermore, the Customer‘s access to all services will be retracted in case of failed payment.
2.9 The Customer is entitled to pause or cancel their unlimited subscription at any time, whereas this does not apply to subscriptions for fixed terms or subscriptions with agreed commitment periods. No refunds shall be provided for the remainder of the current billing cycle. During a pause of subscription, the services are not accessible to the Customer, whereas the Customer continues to have access to collaboration platforms. In case of termination of a subscription, the Customer continues to have access to the provided services and collaboration platforms merely until the end of the current billing cycle. No refunds shall be provided for the remainder of the current billing cycle.
2.10 Luna Studio is entitled to revoke the Customer‘s access to collaboration platforms and permanently delete all of the Customers files and other data stored on any platforms after a continuous period of six months of pause or cancellation of subscription, as well as upon project termination or finalization.
3. External services; Commissioning of third parties
3.1 Luna Studio is entitled at its own discretion to render the services itself, to employ expert third parties as agents [see Sec 1313a ABGB] and to commission a third party to render such services ("External Service").
3.2 Commissioning of third parties in connection with an External Service shall be done either in Luna Studio's own name or in the name of the Customer. The Agency will select the relevant third party with care and ensure that it is appropriately qualified.
3.3 The Customer shall assume obligations vis-à-vis third parties which survive the contract. This shall expressly apply also in the case of termination of the contract with Luna Studio for cause.
4. Prohibited uses
4.1 In addition to other prohibitions as set forth in these Terms, the Customer is prohibited from using the site, its content or the provided services
5. Pricing, payment and commitment periods
5.1 Pricing, payment intervals and commitment terms for subscriptions are stated on the website.
5.2 Luna Studio reserves the right to modify the pricing and payment structure at any time with or without prior notice. Any modifications to the pricing and payment structure will be posted on the website.
5.3 Fees shall be due for payment immediately upon receipt of the invoice without any deductions, unless special payment terms are agreed in writing on a case-by-case basis. The same shall apply to all cash and other expenses charged. Luna Studio shall retain title to the goods delivered by it until full payment of the fee including all ancillary liabilities.
6. Deadlines
6.1 Indicated delivery or service periods are non-binding and not guaranteed. Binding agreements regarding delivery times must be confirmed by Luna Studio in writing.
7. Connection interruptions
7.1 Luna Studio does not guarantee constant and persistent availability or accessability of the website or any of the collaboration or payment platforms and is furthermore not liable for issues with any website or design tools or providers (e.g. Webflow).
7.2 Luna Studio shall not be liable for any loss, damage or inconvenience caused by the Customer‘s inability to access or use the services or website or any of the collaboration or payment platforms, during any interruption in the connection or service.
8. Third-parties
8.1 Certain content, products and services provided may include content or materials from third parties.
8.2 Luna Studio is not responsible for examining or evaluating the content or accuracy and does not warrant and will not have any liability or responsibility for any third-party materials or websites or for any other materials, products, or services of third-parties.
9. Liability and product liability
9.1 In cases of slight negligence liability of Luna Studio and its employees, contractors or other agents (see Sec 1313a ABGB) ("People") for damage to property or pecuniary loss suffered by the Customer shall be excluded, be it indirect or direct damage, lost profit or consequential damage resulting from a defect, damage due to default, impossibility, breach of obligation, culpa in contrahendo or due to defective or incomplete performance. The harmed party shall have to prove gross negligence. To the extent that Luna Studio’s liability is excluded or limited this shall also apply to personal liability of its People.
9.2 Any liability of Luna Studio for claims asserted vis-à-vis the Customer on the ground of services rendered by Luna Studio (e.g. advertising and promotion measures) shall be expressly excluded, if Luna Studio complied with its duty to inform or if it was unable to see such a duty, even due to slight negligence.
9.3 Luna Studio is, in particular, not liable for costs of legal proceedings, lawyer's fees of the Customer or costs of publication of judgments or for claims for damages, if any, or other claims of third parties; the Customer shall indemnify and hold Luna Studio harmless in this respect.
9.4 The Customer is responsible for ensuring that the services are lawful including but not limited to competition law, trademark law, copyright law and administrative law. Luna Studio is obliged only to roughly examine lawfulness. In the case of slight negligence or after it has fulfilled its duty to warn the Customer, if any, Luna Studio is not liable for lawfulness of contents if they were advised or accepted by the Customer.
9.5 Claims of the Customer for damages shall be forfeited six months after knowledge of the damage and in any case three years after Luna Studio’s infringement. Claims for damages shall be limited to the net contract value.
9.6 The Customer is aware of the risks that visibility in search engines may deteriorate after a website relaunch.
9.7 The Customer is responsible for publishing its website and all risks that come with it.
10. User data
10.1 The Customer is solely responsible for all data transmitted to or relating to any activity by the Customer using the website www.lunastudio.agency or alternative websites expressly announced by Luna Studio, the services or any of the collaboration or payment platforms used.
10.2 The Customer hereby waives any right of action against Luna Studio from any loss or corruption of data.
11. Intellectual property and Customer cooperation
11.1 To the extent that they reach the level of originality required for copyright protection the linguistic and graphic parts of the concept are protected by the Austrian Copyright Act. The Customer is not permitted to use or edit those parts without the written consent due to the Austrian Copyright Act alone.
11.2 All work files and original source files created on the Customer‘s behalf belong to the Customer. Exceptions may apply in case the Customer requests a refund.
11.3 The Customer guarantees that any materials provided by the Customer are owned by the Customer and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity.
11.4 Luna Studio reserves the right to share the Customer‘s work created by Luna Studio publicly (i.e. social media, testimonials, case studies, website, etc.) unless otherwise agreed upon.
11.5 The Customer shall provide any information, feedback and documents that are necessary for the provision of the service in a timely and complete manner.
11.6 The Customer shall bear the costs incurred due to the fact that work has to be re done or is delayed because of his incorrect, incomplete or subsequently modified specifications.
11.7 The Customer guarantees that documents (such as images, photos, logos etc) provided to Luna Studio for the execution of the contract are free of third-party rights and can be used for the contract. Furthermore, the Customer warrants to have obtained the necessary consents of third parties for processing, storage, and transfer of personal data of third parties. The Client shall fully indemnify Luna Studio in this respect.
11.8 The Customer shall reimburse any drawbacks which Luna Studio may suffer due to such third-party claims, including but not limited to Luna Studio and the opponent’s legal fees.
11.9 The Customer guarantees to support Luna Studio in connection with defending against such third-party claims. The Client will provide any necessary documents and information to Luna Studio.
11.10 Luna Studio reserves the right to use the Customer‘s name, logo and examples of completed work to refer to their business relationship with the Customer in its own advertising media, including but not limited to their website and social media channels, without separate compensation or futher required consent.
12. Electronic communications, transactions and signatures
12.1 The Customer hereby consents to electronic communication and to receiving agreements, notices, disclosures and other communications via email, through the website or collaboration and payment platforms of Luna Studio’s choice. The Customer confirms that these forms of communication fulfill any legal requirement of written communication.
12.2 The Customer hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Luna Studio or through the website.
12.3 The Customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
13. Mutual non-disclosure agreement (NDA)
13.1 In this section agreement, each company (Luna Studio and Client) will hereinafter be referred to as a “Party”. Collectively as “Parties”. Whereas each Party develops and uses confidential technical intellectual property and non-technical proprietary information; and whereas, each Party has or may have valuable information and data which the originating Party (the “Disclosing Party”) considers proprietary and confidential information (“Confidential Information”) and whereas, the Parties contemplate to work together and desire to exchange, or have exchanged, Confidential Information, and the Parties acknowledge that the Confidential Information would, if communicated or disclosed to a third party, place the Disclosing Party of the Confidential Information at a competitive disadvantage in its business. In consideration of the mutual covenants and agreements herein contained, the Parties agree as follows.
13.2 Confidential Information means any data or information that is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with the kind of information in question, is therefore of commercial value to the Disclosing Party and has been subject to reasonable steps under the circumstances, by the person lawfully in control of the information, to keep it secret. Confidential Information includes, but is not limited to
13.3 Any Party receiving Confidential Information shall take all reasonable precautions, and in any event not less than those precautions used to protect its own Confidential Information, to keep the Confidential Information in the strictest confidence and to protect it from disclosure (including respective instructions to all employees working with Confidential Information). The Parties agree that from the date of disclosure of Confidential Information, they shall not disclose such received Confidential Information to any other party, except to their respective employees/colleagues who have a commercially reasonable need-to-know of such Confidential Information.
13.4 Each of the Parties agrees that it will not use the Confidential Information received from the Disclosing Party for its own benefit competitively or otherwise, other than to evaluate a commercial relationship between the Parties, or for the benefit of anyone other than the Disclosing Party, and shall require its officers, employees and agents, to whom any Confidential Information is disclosed to, to adhere to the provisions of this Agreement.
13.5 The Parties agree not to copy or reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder.
13.6 The Parties hereto agree that Confidential Information shall not be deemed to include any information which
13.7 The Parties acknowledge that either Party has or may have performed independent development relating to intellectual property or may develop intellectual property that is similar to Confidential Information received. This Agreement shall not limit development by either Party involving intellectual property of a nature similar to Confidential Information received, provided such a development is accomplished without the use of the Confidential Information received, or that such development with the use of Confidential Information received has been agreed to by the Disclosing Party in writing.
13.8 Upon the written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information (including any and all Copies thereof in whatever form, unless stated otherwise herein), or an officer of the Receiving Party shall certify in writing within two weeks upon request of the Disclosing Party that all copies of all Confidential Information have been destroyed. The Receiving Party’s right to keep one copy of the Confidential Information for documentation purposes with its legal department shall not be impaired.
13.9 The Receiving Party understands and acknowledges that neither the Disclosing Party nor its affiliates, or their respective officers, directors, employees, agents or representatives, make any representation or warranty express or implied, as to the accuracy or completeness of the Confidential Information.
13.10 Each Party needs to indemnify the other Party from any damages incurred by an unauthorised disclosure of Confidential Information and need to hold the other Party harmless from any damages which are a result of the breach of the Terms of this agreement, regardless of any other remedy (including the right to request specific performance, to seek an injunction and to obtain specific information from and/or about the infringer) under applicable law.
13.11 In no event shall the Disclosing Party be liable to the Receiving Party in any way related to a disclosure hereunder for all actual damages or for lost profits, lost savings or other consequential damages, even if the Disclosing Party has been advised of the possibility of such damages.
13.12 Nothing in the Agreement shall prohibit either Party from entering into similar agreements with any other party, and nothing in the Agreement shall obligate either Party to enter into any particular business relationship with one another.
13.13 This Agreement shall be changed only by written agreement of the Parties. Any waiver by either Party of any default or breach of any provision of this Agreement shall only be effective in writing. This will also apply to a change or waiver of the requirement for written form itself.
13.14 The Parties agree that the respective Receiving Party’s obligations of non-disclosure and non-use of the Confidential Information, that was disclosed on the basis of this Agreement, shall remain in effect indefinitely.
13.15 Neither Party may assign or otherwise transfer any of its obligations under this Agreement to any third party without the prior written consent of the other Party.
13.16 This Agreement shall be construed in accordance with and subject to the material laws of Austria. Exclusive place of jurisdiction shall be Vienna, Austria.
13.17 If any term, condition or obligation under this Agreement is or becomes, for any reason, wholly or partially invalid or unenforceable, such term, condition or obligation shall be enforced to the extent that it is legal and valid and/or replaced by the Parties intended with the invalid or unenforceable term best and the remaining Terms, conditions and obligations shall continue to be valid and enforceable and shall be enforced, unless such enforcement is in manifest violation of the present intention of the parties as reflected in this Agreement.
14. Privacy policy
14.1 By using the website, the services or any of the collaboration or payment platforms, the Customer agrees to be bound and abide by the Privacy Policy and the Terms more particularly set forth therein and adopted and incorporated herein.
15. Place of performance, place of jurisdiction, applicable law
15.1 The place of performance shall be the registered office of Luna Studio. In the case that goods are shipped the risk shall pass to the Customer once Luna Studio has delivered the goods to the carrier chosen by it.
15.2 Any legal action of whatever nature shall be brought before the state courts of Vienna, Austria. The parties hereto consent to personal jurisdiction in said courts and waive all defences of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction.
15.3 The Agreement and all mutual rights and duties resulting therefrom as well as any claims between Luna Studio and the Customer shall be subject to Austrian substantive law.
15.4 Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these GTC.
16. Contact information
16.1 For any questions or complaints regarding the website or the GTC, please contact Luna Studio e.U., via email at hello@lunastudio.agency.
