Terms and Conditions
Stellar V GmbH

PART 1 — GENERAL TERMS AND CONDITIONS

1. Scope and Formation of Agreement
1.1 These Terms and Conditions ("Terms") govern all consulting services provided by Stellar V GmbH ("Agency") and apply to all legal relationships between the Agency and the Client, even
where not expressly referenced. These Terms apply exclusively to business-to-business (B2B) relationships.
1.2 The version of these Terms in effect at the time of contract conclusion shall apply. Any deviations or supplementary agreements are only valid if confirmed in writing by the Agency.
1.3 The Client's own terms and conditions shall not apply, even if the Agency is aware of them, unless expressly agreed otherwise in writing. The Agency hereby explicitly objects to any conflicting terms of the Client.
1.4 Amendments to these Terms will be communicated to the Client and shall be deemed accepted unless the Client objects in writing within 14 days of notification. The Client will be expressly informed that silence constitutes acceptance.
1.5 Should any provision of these Terms be found invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by one that most closely reflects its original intent.
1.6 All proposals and offers made by the Agency are non-binding and subject to change without notice.

2. Nature of Consulting Services
2.1 The Agency provides strategic brand consulting services of an advisory and conceptual nature. This includes but is not limited to brand strategy, cultural analysis, brand architecture, cross-cultural positioning, and conceptual development.
2.2 All services delivered by the Agency are consulting services. The Agency provides expert advice, strategic recommendations, and conceptual frameworks. The Agency does not manage,
execute, or implement campaigns, content, or operational activities on behalf of the Client unless expressly agreed in a separate written agreement.
2.3 The outcome of any brand strategy, cultural framework, or consulting recommendation is subject to numerous external factors beyond the Agency's control, including but not limited to
market conditions, cultural dynamics, consumer behavior, and the quality of implementation by the Client or third parties. The Agency provides expert guidance but does not guarantee specific
commercial outcomes or market results.
2.4 Where the Client engages the Agency for advice relating to digital presence, social media strategy, or online brand positioning, such engagement is strictly advisory. The Agency does not
place, manage, or take responsibility for content published on any digital platform. All decisions regarding publication, platform management, and content distribution remain solely with the
Client.

3. Concept and Idea Protection
3.1 Where a prospective client invites the Agency to develop a consulting concept prior to the conclusion of a main contract, a preliminary pre-contractual agreement is established between the
parties.
3.2 The Client acknowledges that the Agency invests substantial time, expertise, and resources in the preparation of such preliminary work.
3.3 All consulting concepts developed, published, and provided to the Client by the Agency are protected by copyright law where applicable. Any use of such concepts without the Agency's prior
written consent is strictly prohibited. This prohibition extends to all content and information published by the Agency on its website and social media channels.
3.4 Ideas and creative materials that may not qualify for copyright protection (e.g. slogans, text, visual concepts, cultural frameworks) are nonetheless protected under this agreement and the pre-contractual agreement.
3.5 The Client agrees not to use, implement, or reproduce any such ideas without entering into a formal contract with the Agency.
3.6 Should the Client assert that any idea was already known to them prior to the Agency's presentation, this must be demonstrated with supporting evidence within 14 days of receipt of the relevant materials.
3.7 In the absence of such evidence, the idea shall be deemed original and solely attributable to the Agency.
3.8 The Client may be released from the obligations under this clause upon payment of reasonable compensation, plus applicable VAT at the current rate (currently 20%).

4. Scope of Services and Client Obligations
4.1 The scope of consulting services to be provided by the Agency shall be as defined in the relevant contract documents. Any changes to the agreed scope require written confirmation by
the Agency.
4.2 All consulting deliverables submitted for review must be assessed and approved by the Client within 10 working days of submission. For particularly extensive or complex deliverables, a longer review period may be agreed in writing between the parties. If no feedback is received within the applicable period, the deliverable shall be deemed reviewed and accepted. The Client will be explicitly informed of this consequence upon submission.
4.3 The Client is responsible for providing all information, materials, and approvals necessary for the performance of the consulting services in a timely and accurate manner. Any additional costs arising from incorrect, incomplete, or delayed input by the Client shall be borne by the Client.
4.4 The Client warrants that all materials provided to the Agency are free from third-party rights or that the Client holds the necessary rights to use them. The Client shall indemnify and hold the Agency harmless against any third-party claims arising from a breach of this warranty.
4.5 If the Client causes delays to the consulting engagement through their own actions or inactions, the Agency reserves the right to charge a fee of up to 15% of the total consulting fees
already committed or invoiced as compensation for consulting time lost, resources allocated, and work already in progress.

5. Independent Specialists and Third-Party Referrals
5.1 The Agency's core services consist of strategic brand consulting, cultural analysis, and conceptual development, delivered directly by the Agency. The Agency does not contract,
manage, or take responsibility for third-party service providers on behalf of the Client.
5.2 Where a project requires specialist input beyond the Agency's core expertise — such as cultural research in specific markets, linguistic adaptation, graphic design execution, or regional
implementation support — the Agency may recommend suitable independent specialists or thirdparty service providers to the Client.
5.3 Any engagement of a recommended specialist is made directly and independently by the Client. In such cases, no contractual relationship exists between the Agency and the specialist,
and the Agency bears no responsibility for the quality, conduct, availability, or output of any such specialist.
5.4 The Agency's recommendations are made in good faith based on professional knowledge and experience. However, the Agency cannot guarantee the suitability, performance, or availability of any recommended specialist, and such recommendations do not constitute an endorsement or warranty of their services.
5.5 Any costs, agreements, disputes, or liabilities arising from the Client's direct engagement of a third-party specialist are solely between the Client and that specialist and do not affect the
Agency's obligations or fees under these Terms.

6. Deadlines and Submission of Outputs
6.1 All timelines for the submission of consulting outputs are indicative and non-binding unless expressly agreed in writing as fixed deadlines.
6.2 Delays caused by force majeure or circumstances beyond the Agency's reasonable control shall result in a corresponding extension of the applicable timelines.
6.3 In the event of delay, the Client must grant the Agency a reasonable grace period of at least 14 days before exercising any right of withdrawal. Any claim for damages shall be limited to cases
of gross negligence or wilful misconduct.

7. Early Termination
7.1 The Agency may terminate the contract with immediate effect for good cause, including but not limited to the Client's failure to make payment or a material breach of these Terms by the Client.
7.2 The Client may terminate the contract in the event of a serious and unremedied breach by the Agency, provided that the Agency has been given written notice and a reasonable opportunity
to remedy the breach.

8. Fees and Compensation
8.1 Consulting fees become due upon submission of the agreed outputs. The Agency may require advance payments prior to commencing work.
8.2 All fees quoted are exclusive of VAT, which will be added at the applicable rate.
8.3 Consulting services that fall outside the agreed scope will be charged separately at the Agency's standard rates.
8.4 Any cost estimates provided by the Agency are non-binding. Cost overruns of up to 15% above the estimated amount are deemed accepted by the Client without further notice.
8.5 If the Client cancels a consulting engagement that is already in progress, full compensation for the consulting time committed and work completed to the date of cancellation is due to the Agency.

9. Payment Terms
9.1 All invoices are payable immediately upon receipt. Intellectual property rights in all consulting outputs remain with the Agency until full payment has been received, as set out in clause 10.
9.2 Late payments will incur statutory interest and the Client shall bear any reasonable collection costs incurred by the Agency.
9.3 In the event of payment default, all outstanding amounts owed to the Agency may become immediately due and payable.
9.4 The Agency reserves the right to suspend the performance of consulting services until all outstanding payments have been settled.
9.5 Default on any instalment payment shall render the full outstanding balance immediately payable.
9.6 The Client may not offset any claims against amounts owed to the Agency unless such claims have been legally established by a court of competent jurisdiction.

10. Ownership and Intellectual Property
10.1 All consulting outputs produced by the Agency — including but not limited to brand frameworks, cultural methodologies, brand architectures, strategic recommendations, positioning concepts, naming concepts, visual identity directions, and written deliverables — remain the exclusive intellectual property of the Agency. Usage rights are transferred to the Client solely upon receipt of full and final payment and only to the extent expressly defined in the main
agreement.
10.2 The Client may not modify, adapt, reinterpret, or build upon any of the Agency's consulting outputs without the Agency's prior written consent. This includes any adaptation for use in markets, languages, or cultural contexts beyond those expressly covered by the original engagement.
10.3 Any application of the Agency's work beyond the originally agreed scope — including but not limited to use in additional markets, territories, languages, business units, product lines, or
subsidiaries — requires a separate written agreement and additional compensation to be
negotiated in good faith between the parties.
10.4 Following the expiry or termination of the contract, any continued use of the Agency's consulting outputs, frameworks, or concepts requires the Agency's prior written approval and will
be subject to a post-contract usage fee to be agreed in writing. Continued use without such agreement shall constitute unauthorised use as defined in clause 10.5.
10.5 Any unauthorised use of the Agency's intellectual property — including use beyond the agreed scope, use in unauthorised markets, or use following contract expiry without approval —
will be charged at a minimum of double the applicable standard fee for the relevant work. The Agency additionally reserves the right to seek injunctive relief or any other legal remedy available under applicable law to prevent or remedy such unauthorised use.
10.6 The transfer of usage rights under these Terms is non-exclusive and non-transferable. The Client may not sublicense, assign, or otherwise transfer any rights granted under these Terms to
any third party without the Agency's prior written consent.

11. Attribution and References
11.1 The Agency reserves the right to reference and showcase consulting work produced for the Client as part of its own portfolio and promotional materials, subject to the conditions set out in
clause 23.
11.2 The Agency may identify the Client as a reference customer in its marketing materials, unless the Client revokes this permission in writing.
12. Professional Standards and Quality Commitment
12.1 The Agency commits to delivering all consulting services with reasonable professional skill, care, and diligence, in accordance with the standards generally expected of an experienced cross-cultural brand consultant.
12.2 All consulting outputs are developed on the basis of the information, briefs, and materials provided by the Client. The Agency cannot be responsible for the accuracy or completeness of
outcomes where the underlying information provided by the Client was incomplete, inaccurate, or misleading.
12.3 The Client is responsible for ensuring that all information, materials, and briefs provided to the Agency are accurate, complete, and compliant with applicable laws and regulations in all relevant markets.
12.4 Should the Client identify a material inconsistency between a deliverable and the expressly agreed project brief, the Client must notify the Agency in writing within 14 days of delivery. The Agency will review the concern and, where justified, provide a revision at no additional charge. Notifications received after this period will be treated as requests for additional consulting services
and charged accordingly.
12.5 The Agency does not guarantee specific commercial outcomes, market reception, cultural impact, or business results arising from the implementation of its consulting recommendations, as these
are subject to factors beyond the Agency's control including market conditions, implementation quality, cultural dynamics, and consumer behaviour.
12.6 Nothing in this clause limits the Agency's liability for gross negligence or wilful misconduct as set out in clause 13.

13. Limitation of Liability
13.1 The Agency's liability for minor negligence is excluded to the fullest extent permitted by applicable law. The Agency provides strategic and conceptual consulting services, and the outcome of any brand strategy, cultural positioning, or market recommendation is subject to numerous external factors — including market conditions, cultural dynamics, consumer behaviour, and implementation quality — that are entirely beyond the Agency's control. The Agency cannot be held liable for commercial outcomes, market performance, or reputational impact arising from the implementation of its consulting recommendations.
13.2 The Agency shall not be liable for any third-party claims arising from content, information, or materials supplied or approved by the Client, provided that the Agency has given prior written warning of any potential risks. This includes but is not limited to claims arising from cultural insensitivity, trademark conflicts, regulatory non-compliance, or reputational damage in a specific market, where such risks were identified and communicated by the Agency in advance.
13.3 The Agency shall not be liable for any failure of a brand strategy, cultural framework, or consulting recommendation to achieve its intended effect in a specific market or cultural context
where such failure is attributable to factors outside the Agency's reasonable knowledge or control at the time of delivery, including subsequent changes in cultural attitudes, political circumstances,
market conditions, or regulatory environments.
13.4 All claims against the Agency must be brought within 12 months of the date on which the relevant consulting output was provided. Total liability of the Agency under or in connection with
these Terms shall not exceed the total fees paid by the Client under the relevant contract in the 12 months preceding the event giving rise to the claim.
13.5 In no event shall the Agency be liable for any indirect, consequential, special, or punitive damages, including but not limited to loss of revenue, loss of profit, loss of business opportunity,
damage to brand reputation, or loss of market position, whether arising in contract, tort, or otherwise, even if the Agency has been advised of the possibility of such damages.

14. Data Protection
14.1 The Agency processes personal data in full compliance with the General Data Protection Regulation (GDPR), the Austrian Data Protection Act (Datenschutzgesetz, DSG), and all other applicable data protection legislation.
14.2 Personal data provided by the Client in connection with the conclusion and performance of a contract is processed on the legal basis of Article 6(1)(b) GDPR (necessity for the performance of
a contract) and Article 6(1)(c) GDPR (compliance with legal obligations) where applicable. Such processing does not require separate consent and will continue for as long as necessary to fulfil
the contractual relationship and any statutory retention obligations.
14.3 Where the Agency wishes to process the Client's personal data for marketing communications, newsletters, or promotional purposes, such processing will be carried out on the
basis of the Client's separate and freely given consent pursuant to Article 6(1)(a) GDPR, or on the basis of the Agency's legitimate interests pursuant to Article 6(1)(f) GDPR where permitted by
applicable law. Marketing consent is entirely voluntary and is not a condition of entering into a contract with the Agency.
14.4 The Client may withdraw consent for marketing communications at any time by written notice to the Agency at contact@stellar-v.com. Withdrawal of marketing consent shall not affect the lawfulness of any processing carried out prior to withdrawal, nor shall it affect the processing
of data necessary for contract performance under clause 14.2.
14.5 The Client is informed of the following rights under GDPR, which may be exercised at any time by contacting the Agency in writing: the right to access their personal data; the right to
rectification of inaccurate or incomplete data; the right to erasure where no longer necessary; the right to restriction of processing; the right to data portability where applicable; the right to object to
processing based on legitimate interests; and the right to lodge a complaint with the Austrian Data Protection Authority (Datenschutzbehörde) or any other competent supervisory authority.
14.6 Where the Agency engages third-party service providers who process personal data on its behalf — including technology providers or professional advisors — the Agency shall ensure that
appropriate data processing agreements are in place in accordance with Article 28 GDPR.
14.7 Where consulting services involve the processing of personal data relating to individuals in non-EU countries, the Agency shall ensure that appropriate safeguards for international data
transfers are in place in accordance with Chapter V GDPR, including but not limited to standard contractual clauses where required.
14.8 Personal data shall be retained only for as long as necessary for the purposes for which it was collected, or as required by applicable law. Following the expiry of the relevant retention period, personal data shall be securely deleted or anonymised.

15. Governing Law
15.1 These Terms and all contractual relationships arising from or in connection with them are governed exclusively by the laws of the Republic of Austria, excluding its private international law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
15.2 Where the Client is domiciled or established within the European Union, nothing in this clause shall be construed as excluding the application of any mandatory provisions of EU law that would apply regardless of the choice of governing law.
15.3 Where the Client is domiciled or established outside the European Union, the parties acknowledge that certain mandatory provisions of the Client's local law may apply in parallel with
Austrian law. The Agency makes no representation as to compliance with the laws of any jurisdiction other than Austria and the European Union. It is the Client's responsibility to ensure that engagement with the Agency is permissible under their local laws and regulations.
15.4 Any dispute arising out of or in connection with these Terms that cannot be resolved amicably between the parties shall be subject to the exclusive jurisdiction of the competent courts as set out in clause 16, unless otherwise required by mandatory law.

16. Place of Performance and Jurisdiction
16.1 The place of performance for all consulting services under these Terms is the Agency's registered place of business, currently located at Burggasse 33/2, 1070 Vienna, Austria.
16.2 The parties agree that the competent courts at the Agency's registered location in Vienna, Austria shall have jurisdiction over any disputes arising out of or in connection with these Terms.
For Clients domiciled within the European Union, this jurisdiction agreement is made in accordance with Article 25 of EU Regulation No. 1215/2012 (Brussels I Recast) and is subject to any mandatory jurisdictional provisions that may apply under applicable EU law.
16.3 Where disputes cannot be resolved through the courts, or where both parties mutually agree, the parties may elect to resolve disputes through arbitration or mediation in Vienna, Austria, under the rules of the Vienna International Arbitral Centre (VIAC) or such other dispute resolution body as the parties may agree in writing.

17. Independent Specialists — Referrals Only
17.1 The Agency's core services consist of strategic brand consulting, cultural analysis, and conceptual development, delivered directly by the Agency. Where a project requires specialist
input beyond the Agency's core expertise — such as cultural research in specific markets, linguistic adaptation, or regional implementation support — the Agency may recommend suitable
independent specialists or third-party service providers to the Client.
17.2 Any engagement of a recommended specialist is made directly and independently by the Client. The Agency is not a party to any agreement between the Client and a recommended specialist, does not manage or supervise such specialists, and bears no responsibility for their work, conduct, availability, fees, or output.
17.3 The Agency exercises reasonable professional judgment in making recommendations but cannot guarantee the suitability, performance, or availability of any recommended specialist. Such
recommendations are made in good faith as a professional courtesy and do not constitute an endorsement or warranty of any kind.
17.4 Where the identity of a specialist is shared with the Client for the purposes of a recommendation, the non-solicitation obligations set out in clause 20 shall apply in full.
17.5 Where a Client specifically requests the engagement of a named specialist, the Agency shall use reasonable efforts to facilitate an introduction but cannot guarantee availability or
engagement terms.

18. Travel and Expenses
18.1 Where the delivery of consulting services requires travel — whether domestic or international — all reasonable and pre-approved travel, accommodation, subsistence, and out-ofpocket expenses shall be reimbursed by the Client in addition to the agreed consulting fees.
18.2 All expenses exceeding EUR 100 per item require prior written approval from the Client before being incurred. The Agency shall provide supporting receipts and documentation for all expenses claimed.
18.3 Where travel time exceeds 6 hours per single journey, business class travel may be agreed upon in writing between the parties.
18.4 The Agency shall submit expense claims within 30 days of the relevant expenditure. The Client shall reimburse approved expenses within 14 days of receipt of a valid expense report.
18.5 Where consulting services require periodic presence in a specific market or region, the nature, frequency, and cost of such travel shall be agreed in writing in advance as part of the project scope.

19. Language, Translation, and Cultural Adaptation
19.1 Where consulting outputs, brand frameworks, or strategic materials are to be translated or culturally adapted for use in specific markets, the scope and responsibility for such translation or
adaptation shall be agreed in writing as part of the project brief.
19.2 Unless expressly agreed otherwise, the Agency's deliverables are provided in English. Any translation into other languages is either charged as an additional consulting service or falls within the Client's own responsibility.
19.3 The Client bears sole responsibility for the accuracy, cultural appropriateness, and legal compliance of any translations or adaptations carried out by the Client or third parties engaged
directly by the Client.
19.4 Where the Agency provides guidance on translation or cultural adaptation as part of its advisory services, the Agency will exercise reasonable professional care but cannot guarantee equivalence of meaning or cultural impact across all languages and markets, given the inherent complexity of cross-cultural communication.
19.5 Any disputes arising from translation inaccuracies or cultural misinterpretation attributable to materials provided or modified by the Client shall not give rise to any liability on the part of the
Agency.

20. Non-Solicitation
20.1 During the term of any consulting engagement and for a period of 24 months following its conclusion, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage — whether
as an employee, freelancer, contractor, or advisor — any specialist introduced or recommended to the Client by the Agency in the course of the engagement.
20.2 This restriction applies regardless of whether initial contact was made by the Client or the relevant individual.
20.3 Should the Client wish to engage any such individual directly outside the scope of a referral made through the Agency, this may only be done with the Agency's prior written consent and upon payment of a referral fee to be agreed between the parties, which shall not be less than the equivalent of 3 months of the individual's standard daily rate.
20.4 This clause shall apply equally to any direct or indirect approach made through a third party, intermediary, or affiliated entity of the Client.

21. Force Majeure
21.1 Neither party shall be held liable for any failure or delay in the performance of its obligations under these Terms where such failure or delay is caused by circumstances beyond that party's reasonable control.
21.2 For the purposes of these Terms, force majeure events include but are not limited to: natural disasters, pandemics, acts of war or terrorism, governmental actions or sanctions, strikes or industrial action, critical infrastructure failures, and — given the cross-cultural nature of the Agency's services — significant political instability, civil unrest, diplomatic crises, sudden regulatory changes in a target market, or cultural emergencies that materially affect the Agency's
ability to operate in or provide advice regarding a specific region or market.
21.3 The party affected by a force majeure event shall notify the other party in writing as soon as reasonably practicable, describing the nature of the event and its anticipated impact on the engagement.
21.4 If a force majeure event continues for more than 60 days, either party may terminate the affected engagement by giving 14 days' written notice, without liability to the other party, save for payment of fees for consulting services already delivered.

22. Conflict of Interest
22.1 The Agency shall notify the Client in writing of any actual or potential conflict of interest that arises or becomes apparent during the course of the engagement, including but not limited to existing or new engagements with entities that may be direct competitors of the Client in the relevant market or sector.
22.2 Unless expressly agreed otherwise in writing, these Terms do not grant the Client any exclusivity over the Agency's services. The Agency reserves the right to work with other clients, including those operating in the same industry, subject to its confidentiality obligations under clause 5.3 of Part 2.
22.3 Where the Client requires a period of exclusivity within a defined sector or geographic market, this must be agreed separately in writing and will be subject to an additional exclusivity fee to be negotiated between the parties.
22.4 The Agency shall at all times act in the Client's best interests within the scope of the agreed engagement and shall not allow any external relationship to compromise the quality or integrity of its consulting services.

23. Case Studies, Publications, and Thought Leadership
23.1 The Agency reserves the right to reference consulting engagements for the purposes of professional thought leadership, speaking engagements, academic contributions, and published
articles, subject to the conditions set out in this clause.
23.2 Any such reference shall be presented in anonymised or sufficiently generalised form so that the Client cannot be identified without the Client's prior written consent.
23.3 Where the Agency wishes to publish a named case study, detailed engagement overview, or any content that could reasonably identify the Client, the Agency shall obtain the Client's prior written approval before publication. Such approval shall not be unreasonably withheld.
23.4 The Client may withdraw consent for named references at any time by written notice to the Agency. Such withdrawal shall apply to future publications and does not require the Agency to remove content already published prior to receipt of the withdrawal notice.
23.5 All thought leadership content produced by the Agency, whether or not it references a specific Client engagement, remains the exclusive intellectual property of the Agency.

PART 2 — RIGHTS TO INFORMATION AND CONSULTING MATERIALS

1. Definitions
The following definitions apply throughout Part 2 of these Terms:
Information refers to all data, documents, materials, and insights exchanged between the parties in connection with the consulting engagement, including but not limited to brand audits, cultural research, client briefs, market analyses, and business intelligence.
Consulting Materials refers to all brand frameworks, cultural methodologies, strategic recommendations, positioning concepts, visual identity directions, written reports, and any other outputs developed by the Agency in the course of its consulting services.

2. Information Collection and Use
2.1 Information gathered in the course of the Agency's consulting services is used exclusively for the purposes of strategic brand consulting, cultural analysis, and service delivery. It is not used for
any other purpose without the Client's prior written consent.
2.2 The specific scope of information used in each engagement will be defined on a per-project basis in the relevant project brief or contract documents.

3. Ownership of Insights, Methodologies, and Consulting Materials
3.1 All information, documents, and materials provided by the Client in connection with the consulting engagement remain the sole property of the Client.
3.2 All analyses, strategic insights, recommendations, and reports produced by the Agency on the basis of such materials remain the intellectual property of the Agency. The Client receives a non-exclusive, non-transferable right to use these outputs solely for their own internal business purposes, unless otherwise agreed in writing.
3.3 All consulting materials, brand frameworks, cultural methodologies, and conceptual outputs developed by the Agency remain the exclusive intellectual property of the Agency. The Client is
granted a limited, non-exclusive usage right for the specific purposes defined in the main agreement. Any application of these concepts beyond the agreed scope — including use in additional markets, territories, or business units — requires prior written consent from the Agency and may be subject to additional fees.

4. Usage Rights
4.1 The Agency is entitled to use all information, materials, and documentation provided by the Client solely to the extent necessary to deliver the agreed consulting services. All such information shall be treated as strictly confidential and used for no other purpose without the Client's prior written consent.
4.2 The Agency may draw upon knowledge, experience, and general insights gained during the consulting engagement for the purposes of internal methodology development and professional advancement, provided that no confidential or identifiable information relating to the Client is disclosed or reproduced in any form.
4.3 The Client's right to use any consulting outputs, brand frameworks, strategic recommendations, or other materials developed by the Agency is strictly limited to the scope,
purpose, and duration as defined in the main agreement. Any use beyond this scope — including application across additional markets, territories, subsidiaries, or business units — requires prior written consent from the Agency and may be subject to additional compensation.

5. Data Protection and Confidentiality
5.1 All processing of personal data is carried out in full compliance with the General Data Protection Regulation (GDPR) and all applicable national data protection laws. Where required, the parties shall enter into a separate data processing agreement.
5.2 The Agency implements appropriate technical and organisational measures to ensure the security and confidentiality of all Client information, including but not limited to brand strategies, cultural insights, business intelligence, and any other sensitive materials shared in the course of the engagement.
5.3 Both parties agree to treat all information, consulting materials, methodologies, business intelligence, and strategic materials exchanged during the contractual relationship as strictly confidential. This obligation shall survive the termination or expiry of the agreement for a period of 5 years, unless otherwise agreed in writing.

6. Termination
6.1 Either party may terminate this agreement by giving 3 months' written notice. Where an active consulting project is in progress at the time of notice, the parties shall agree in good faith on a
reasonable transition plan to ensure an orderly conclusion or handover of the engagement.
6.2 Upon termination, all materials, documents, and information belonging to the Client shall be returned or securely deleted, at the Client's written request. The Agency shall confirm completion
of this process in writing within 30 days of termination.
6.3 Termination shall not affect the Agency's intellectual property rights, any accrued payment obligations, or any other rights that have arisen prior to the date of termination. Confidentiality
obligations under clause 5.3 shall continue to apply in accordance with their terms.

7. General Provisions
7.1 Should any provision of these Terms be found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to apply in full. The invalid provision shall be replaced by one that most closely reflects its original intent and is legally valid.
7.2 Any amendments or modifications to these Terms must be agreed and confirmed in writing and signed by authorised representatives of both parties in order to be valid and enforceable.
7.3 These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior discussions, representations, and agreements, whether written or
oral.
7.4 The Agency reserves the right to update these Terms periodically. Clients will be notified of any material changes in writing with reasonable advance notice.
7.5 All provisions of these Terms shall be interpreted in a gender-neutral manner. References to any gender shall be deemed to include all genders unless the context expressly requires otherwise.

These Terms and Conditions are governed by Austrian law.