Terms of Service

1. Scope and Provider

These Terms of Service govern the contractual relationship between ELOA Digital e.U. (hereinafter "Provider"), Grosswilfersdorf 15, 8263 Grosswilfersdorf, Austria, and any business client (hereinafter "Client") that uses the Provider's lead generation, B2B marketing, or CRM integration services.

These terms apply exclusively to businesses (B2B). The Provider does not enter into contracts with consumers within the meaning of the Austrian Consumer Protection Act (KSchG).

2. Contract Formation

A contract is formed upon the Client's written confirmation of a service proposal, execution of a signed service agreement, or commencement of service use following a written offer. Verbal agreements require written confirmation to be binding. The Provider reserves the right to decline any engagement without stating reasons.

3. Services

The Provider generates insurance leads through proprietary digital channels and delivers them to the Client via agreed-upon methods (e.g., CRM integration, email, or API). The specific scope, volume targets, lead criteria, and delivery format are defined in the individual service agreement.

The Provider does not guarantee that delivered leads will convert into sales. Lead quality is defined by the agreed verification criteria (such as OTP phone verification), not by downstream conversion performance.

4. Delivery and Acceptance

Leads are delivered according to the schedule and criteria set out in the service agreement. The Client is responsible for processing delivered leads promptly. Delivered leads are considered accepted unless the Client raises a documented objection within 5 business days of delivery, citing a specific criterion breach defined in the agreement.

Leads cannot be returned or credited unless the Provider demonstrably failed to meet the agreed verification or qualification criteria. Volume shortfalls in a given period may be carried over to subsequent periods at the Provider's discretion.

5. Fees and Payment

Fees are agreed individually for each client engagement. Invoices are issued monthly or upon delivery milestones as specified in the service agreement. Payment is due within 14 days of the invoice date by bank transfer.

All prices are exclusive of Austrian VAT (currently 20%), which will be added to invoices where applicable. Late payments accrue statutory interest in accordance with § 456 UGB. The Provider may suspend service delivery for overdue accounts after written notice.

6. No Retainer Fees

The Provider operates on a pay-per-lead model. No setup fees, monthly retainers, or minimum commitments are charged unless explicitly stated in the individual service agreement.

7. Cancellation

Either party may terminate an ongoing engagement with 14 days' written notice to the end of a calendar month, unless a fixed term is specified in the service agreement. Leads in active pipeline at the time of notice will be delivered and invoiced as agreed. The Provider may terminate immediately in case of payment default or material breach by the Client.

8. Right of Withdrawal

As these services constitute individually commissioned digital services provided to business clients, no statutory right of withdrawal applies once service delivery has commenced.

9. Confidentiality and NDA

Both parties agree to treat all non-public information exchanged in connection with the services as confidential. The Provider does not disclose client identities, volumes, or campaign details to third parties. Clients may not share Provider methodologies, pricing, or lead generation processes with competitors. Specific NDA terms may be agreed in writing as part of the service agreement.

10. Intellectual Property

All marketing materials, creative assets, targeting models, and proprietary processes developed by the Provider remain the Provider's intellectual property. The Client receives a non-exclusive, non-transferable right to use delivered leads for their own business purposes only. Reverse engineering or redistribution of Provider methodology is prohibited.

11. Data Protection

Both parties agree to comply with the EU General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG-G). The Provider collects and processes lead data as an independent data controller. Where the Client receives personal data of leads, they become an independent controller and are solely responsible for their own GDPR obligations, including lawful basis for subsequent processing and contact.

A Data Processing Agreement (DPA) will be concluded separately where required by law.

12. Limitation of Liability

The Provider's liability is limited to cases of gross negligence and intentional misconduct. Liability for slight negligence, indirect damages, lost profits, or consequential losses is excluded to the maximum extent permitted by Austrian law.

In cases where liability cannot be excluded, the Provider's total liability for any claim arising from a service engagement is capped at the total fees invoiced to the Client during the billing period in which the damaging event occurred.

13. Governing Law and Jurisdiction

These Terms are governed by Austrian law, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Graz Regional Court (Landesgericht für ZRS Graz), Austria.

14. Dispute Resolution

The Provider does not participate in consumer arbitration proceedings before the Austrian Internet Ombudsman or similar bodies, as services are offered exclusively to business clients.

15. Amendments

The Provider may amend these Terms with 30 days' written notice. Continued use of the services after the effective date constitutes acceptance. For existing fixed-term agreements, amendments take effect at the next renewal.

Contact

For any questions regarding these Terms, contact us at: office [at] digileadsystem.com