for Operated Digital Signage Systems and the Sale of Digital Signage and LED Hardware
§ 1 Scope and Contracting Parties
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all contracts between WALLERIE (hereinafter “Contractor”) and its clients (hereinafter “Client”) concerning (a) the provision, implementation and ongoing operation of digital signage systems, and (b) the sale and delivery of digital signage and LED hardware, control technology and accessories (collectively “Products and Services”). The applicable provisions are determined by the specific offer or individual contract.
1.2 Clients within the meaning of these GTC are exclusively entrepreneurs as defined by § 1 Austrian Commercial Code (UGB) as well as public bodies and municipalities. These GTC do not apply to consumers within the meaning of the Austrian Consumer Protection Act (KSchG).
1.3 Conflicting or deviating terms of the Client shall not form part of the contract unless WALLERIE has expressly agreed to them in writing.
1.4 These GTC also apply to all future business relationships between the parties without the need for renewed reference.
§ 2 Subject Matter
2.1 WALLERIE provides services in the field of operated digital signage systems as well as the sale of digital signage and LED hardware (trade business). The specific scope of services – operations, purchase or a combination of both models – is set out in an individual offer or separate service description and forms part of the respective contract.
2.2 The scope of services may include:
- Provision and commissioning of digital signage hardware (displays, LED systems, media players)
- Integration into a central system logic and content management infrastructure
- Ongoing operation, monitoring and surveillance of systems
- Maintenance, fault analysis and troubleshooting
- Scaling and expansion of existing systems
- Technical assurance of content delivery
2.3 WALLERIE does not provide editorial content services. The Client bears sole responsibility for the content of all material displayed.
2.4 Changes or extensions to the scope of services require written agreement. Verbal collateral agreements are invalid.
2.5 Beim Verkauf von Hardware (Handelsgeschäft) sind, soweit im Angebot nicht ausdrücklich anders vereinbart, the following items are not included in the scope of delivery: mauptanschlüsse und elektrische Schutzeinrichtungen, Backup-Controller und Redundanzsysteme, Montage und Inbetriebnahme, Reise- und Unterkunftskosten für Techniker, Baugenehmigungen sowie Hebezeuge oder schwere Maschinen für die Installation. Optionale Zusatzleistungen (z. B. Vor-Ort-Training, Inbetriebnahme) werden nach gesonderter schriftlicher Vereinbarung erbracht.
2.6 Operational services constitute ongoing obligations (Dauerschuldverhältnisse) and not a contract for works (Werkvertrag) within the meaning of §§ 1165 et seq. of the Austrian Civil Code (ABGB). WALLERIE does not owe a specific economic outcome unless expressly agreed in writing as a quality guarantee. There is no formal acceptance obligation on the part of the Client under contract-for-works law. If no written notice of defects is submitted within 7 business days of WALLERIE’s completion notice, the service shall be deemed accepted.
2.7 WALLERIE is entitled to engage subcontractors for the provision of services. WALLERIE remains the sole contractual partner and performance-responsible party towards the Client. Subcontractors are selected on the basis of professional criteria; WALLERIE is liable for their performance as for its own. Confidential information is passed to subcontractors only to the extent necessary and subject to appropriate confidentiality obligations.
§ 3 Offers and Contract Formation
3.1 Offers by WALLERIE are non-binding unless expressly designated as binding.
3.2 A contract is only concluded upon WALLERIE’s written order confirmation or upon commencement of service delivery.
3.3 All information in offers, brochures or other documents regarding technical properties and performance values are indicative only and do not constitute guaranteed characteristics unless expressly designated as such.
3.4 WALLERIE retains all property and copyright in the offer documents submitted. Disclosure to third parties without express consent is prohibited.
§ 4 Prices and Payment Terms
4.1 The prices agreed in the respective offer or contract apply. All prices are in euros (EUR) plus the applicable statutory value added tax at the time of service delivery, unless otherwise agreed.
4.2 One-time services (e.g. commissioning, installation) are due upon acceptance. Recurring operational services are invoiced monthly or in accordance with a separate agreement.
4.3 Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.
4.4 In the event of payment default, WALLERIE is entitled to charge interest at 9.2 percentage points above the applicable base rate pursuant to § 1000 para. 1 ABGB, as well as all resulting collection costs.
4.5 WALLERIE is entitled to adjust ongoing service fees annually in line with changes in the Consumer Price Index (CPI) published by Statistics Austria. In addition, WALLERIE is entitled to make reasonable price adjustments in the event of demonstrable subsequent increases in material, energy, transport, hardware or licence costs that directly affect service delivery. Any adjustment will be communicated to the Client in writing at least 30 days in advance and is limited to the extent of the cost increase.
4.6 Set-off against WALLERIE’s claims is only permitted if the Client’s counterclaims have been acknowledged by WALLERIE or established by final court judgment. The Client is not entitled to withhold due payments on the grounds of alleged defects, disputed counterclaims or other objections, unless these have been acknowledged in writing by WALLERIE or established by final court judgment. This applies even during ongoing defect reviews or disputes.
4.7 For hardware purchase contracts (trade business), the following payment structure applies unless otherwise agreed in the offer: 50 % of the net purchase price is due as a deposit upon order placement; the remaining 50 % is due no later than 48 hours before the agreed delivery date. Delivery is made only upon receipt of full payment.
4.8 Creditworthiness Assessment and Security: WALLERIE is entitled to carry out or commission a creditworthiness assessment of the Client before contract conclusion and during the contract term. If the Client’s creditworthiness deteriorates materially (e.g. payment default, negative credit report, opening or application for insolvency proceedings), WALLERIE is entitled to suspend further service delivery until adequate security (e.g. bank guarantee, advance payment, surety bond) has been provided. If the Client fails to provide the requested security within 10 business days, WALLERIE is entitled to withdraw from the contract or terminate it for good cause.
§ 5 Client Cooperation Obligations
5.1 The Client is obliged to provide WALLERIE in a timely and complete manner with all information, access and documents necessary for service delivery.
5.2 The Client shall ensure at its own cost that the technical and structural prerequisites for the installation and operation of the systems are met (in particular: adequate power supply, sufficient network connectivity, suitable mounting conditions).
5.3 The Client shall designate a technical and organisational contact responsible for coordination with WALLERIE.
5.4 The Client is responsible for the legality of all content displayed on the systems. WALLERIE accepts no liability for unlawful content provided by the Client.
5.5 For public bodies and municipalities, compliance with regulatory requirements and obtaining all necessary permits for the installation site and operation is the responsibility of the Client.
5.6 Delays caused by insufficient cooperation on the part of the Client are not attributable to WALLERIE. Any resulting additional costs are borne by the Client.
5.7 The Client warrants that it is entitled to use the designated installation area and that no third-party rights (§ 1096 ABGB, property rights, lease agreements) stand in the way. At WALLERIE’s request, the Client shall provide proof of entitlement by appropriate documentation (e.g. lease agreement, land register extract, landlord declaration). If the Client loses the right to use the installation area, it shall notify WALLERIE immediately. WALLERIE’s claims for damages remain reserved.
5.8 The Client bears all costs for regulatory approvals, structural surveys, foundations, electrical connections, network infrastructure and structural modifications required for installation and operation of the systems. The Client shall initiate any approval procedures in good time.
5.9 Delays or additional costs arising from insufficient cooperation by the Client extend agreed service deadlines accordingly; all resulting additional costs are borne by the Client. In such cases, WALLERIE is entitled to invoice additional compensation (daily rates for technicians, travel costs).
§ 6 Operations, Availability and Service Levels
6.1 WALLERIE provides operational services in accordance with the agreed Service Level Agreement (SLA). If no separate SLA has been agreed, the standard response times set out in the current WALLERIE service description apply.
6.2 WALLERIE aims for high system availability. A specific availability level is only guaranteed if expressly agreed in writing.
6.3 Planned maintenance work will be notified to the Client in advance. Urgent measures may be carried out without prior notice.
6.4 Faults must be reported by the Client immediately via the agreed reporting channel. WALLERIE will respond within the agreed response times.
6.5 Service interruptions due to force majeure events or other circumstances outside WALLERIE’s control do not give rise to WALLERIE’s liability. Force majeure includes in particular: natural disasters, earthquakes, floods, extreme weather events, pandemics and officially ordered operational restrictions, war, terrorism, cyberattacks on third-party infrastructure, strikes or lockouts outside WALLERIE’s operations, failure of upstream suppliers or network operators, and official prohibitions or embargoes. Third-party network failures and power outages are also included to the extent WALLERIE is not responsible for them.
6.6 Temporary service interruptions do not entitle the Client to reduce or withhold payments unless an expressly guaranteed availability level has been agreed in writing. Where an availability guarantee has been agreed, any reduction is limited to the contractually defined penalty and excludes further claims.
§ 7 Hardware, Ownership and Third-Party Licences
7.1 Where hardware (displays, media players, LED modules, accessories) is provided under the contract, ownership thereof remains with WALLERIE until full payment of all fees has been received (retention of title pursuant to § 1063 ABGB).
7.2 In rental or operator models, ownership of the hardware remains permanently with WALLERIE or a third party designated by WALLERIE.
7.2a Risk in Operator Model: The risk of accidental loss or damage to the hardware passes to the Client upon installation, even where ownership remains permanently with WALLERIE. The Client is liable for all damage caused by the Client or third parties to the hardware.
7.2b Insurance Obligation: The Client undertakes to insure the hardware at its own cost and at replacement value against fire, water damage, storm, vandalism and other elemental damage, and to designate WALLERIE as the beneficiary. Proof of insurance must be submitted to WALLERIE unsolicited at commissioning and annually at the start of each contract year. In the event of default, WALLERIE is entitled to take out insurance at the Client’s cost.
7.2c Right of Access and Dismantling: WALLERIE is entitled to dismantle and remove the hardware upon contract termination, payment default exceeding 30 days, opening of insolvency proceedings or a material threat to its ownership rights. The notice period depends on the circumstances: in standard cases (planned contract termination) it is 10 business days; in cases of payment default exceeding 30 days it is 5 business days after an unsuccessful demand; in cases of insolvency, imminent loss of ownership rights, denial of access or concrete threat to the hardware, WALLERIE is entitled to act immediately and without prior notice. The statutory rights of an insolvency administrator remain unaffected by this provision; the right of segregation pursuant to § 44 IO exists independently of the above notice periods and cannot be restricted by an insolvency administrator to the extent permitted by insolvency law. In all cases, the Client must grant access and carry out any clearance measures at its own cost.
7.2d Loss of Installation Site: If the Client loses the right to use the installation area for any reason, the payment obligation towards WALLERIE remains unaffected until the end of the agreed minimum contract term. The Client must notify WALLERIE immediately of any imminent loss of site access.
7.2e Insolvency and Marking Obligation: In the event of the Client’s insolvency, WALLERIE has the right of segregation in respect of the hardware provided (§ 44 IO). The Client undertakes to notify landlords, mortgage creditors and other third parties with potential rights over the installation site in writing of WALLERIE’s ownership, and to provide corresponding declarations (e.g. landlord acknowledgements) upon request. The Client is obliged to mark the hardware permanently and visibly as the property of WALLERIE (e.g. by labels or engravings). WALLERIE is entitled to apply such markings itself. Removal or obliteration of the marking by the Client or third parties is not permitted and gives rise to liability for damages.
7.2f Prevention of Structural Integration: The hardware must not be attached to a building, land or other infrastructure in a manner that would cause it to qualify as an essential component within the meaning of § 294 ABGB. Installation must be carried out technically so that residue-free and non-destructive dismantling is possible at any time. If a connection nevertheless arises that could be characterised under Austrian law as an essential structural integration, the Client undertakes to notify WALLERIE in writing and, upon request, to provide appropriate declarations to third parties (in particular landowners, mortgage creditors, insolvency administrators) clarifying WALLERIE’s ownership.
7.2g Contractual Penalty for Denial of Access: If the Client denies WALLERIE access to the hardware despite a legitimate right of access under § 7.2c and a written demand, WALLERIE is entitled to claim a lump-sum contractual penalty of EUR 500 per commenced business day of denial. The penalty does not exclude further claims for damages; however, it will be credited against any damages awarded. The right to seek judicial enforcement of access (interim injunction) remains unaffected.
7.3 The Client is not entitled to modify, rent out or transfer hardware provided by WALLERIE to third parties without WALLERIE’s written consent.
7.4 Software, content management systems and other software solutions used by WALLERIE are subject to the respective manufacturer licence terms. WALLERIE grants the Client a simple, non-transferable licence for the duration of the contract.
7.5 Delivery and Transfer of Risk in Hardware Sales: Dispatch is ex works of the manufacturer (EXW pursuant to Incoterms 2020) unless otherwise agreed in the offer. Risk of accidental loss and accidental deterioration passes to the Client upon handover of the goods to the freight forwarder, carrier or other person designated for transport. Transport, insurance and customs costs are shown separately.
7.6 Delivery lead times in hardware sales are non-binding guidelines unless expressly agreed as binding. Force majeure as defined in § 6.5, manufacturer supply failures or other extraordinary circumstances outside WALLERIE’s control entitle WALLERIE to extend the delivery period accordingly. Partial deliveries are permitted to the extent they are reasonable for the Client. If WALLERIE is not supplied or not supplied on time by its supplier through no fault of its own (self-supply reservation), WALLERIE is entitled to extend the delivery period appropriately or – in the event of permanent unavailability – to withdraw from the contract. WALLERIE will notify the Client immediately and refund any payments already made without deduction.
7.7 Transport damage must be noted by the Client on the delivery note immediately upon delivery and reported to WALLERIE in writing within 3 business days. Externally visible transport damage reported later can no longer be claimed.
7.8 For cross-border deliveries (in particular intra-Community deliveries within the EU), the Client must provide a valid VAT identification number and, upon request, furnish proof of arrival. Customs duties, import fees and taxes levied in the country of destination are borne by the Client. The Client warrants that delivered products will not be forwarded for sanctioned purposes or to sanctioned territories.
§ 8 Warranty and Liability
8.1 WALLERIE provides services in accordance with the state of the art and with due care. Warranty claims require that the Client reports identified defects to WALLERIE in writing without undue delay.
8.2 WALLERIE is liable for damage caused by WALLERIE or its vicarious agents through gross negligence or wilful misconduct. Liability for slight negligence is excluded to the extent permitted by law, with the exception of personal injury.
8.3 WALLERIE’s liability is limited in amount to the net value of the affected annual service, unless mandatory statutory provisions provide otherwise. Furthermore, liability for indirect damages, loss of profit, production losses, business interruptions, loss of data and consequential damages of any kind is excluded to the extent permitted by law. Where WALLERIE maintains public liability insurance, total liability is additionally limited to the applicable coverage amount of that insurance.
8.4 WALLERIE is not liable for damage arising from:
- improper use or modification of the systems by the Client or third parties,
- unlawful or erroneous content provided by the Client,
- force majeure events (as defined in § 6.5), or
- inadequate cooperation by the Client.
8.5 The Client’s claims become statute-barred, to the extent permitted by law, within two years from the Client’s knowledge of the damage.
8.6 For hardware purchases (trade business), the following additional provisions apply: The warranty period is 24 months from delivery. Notices of defect must be submitted in writing – for apparent defects within 7 business days of delivery, for hidden defects within 7 business days of discovery. Unauthorised modifications or repairs by the Client or third parties void warranty claims. Minor technically caused deviations in colour, dimensions or weight do not constitute a defect.
8.7 In addition to the statutory warranty, a manufacturer guarantee from the respective manufacturer may apply (e.g. Alfalite: 2-year guarantee, replacement parts from the same production batch available for 10 years; Novastar remote support terms). WALLERIE is not the guarantor under any such manufacturer guarantee; the manufacturer’s guarantee terms are authoritative.
§ 9 Contract Term and Termination
9.1 The minimum contract term and termination notice periods are governed by the individual contract. Unless otherwise agreed, a minimum term of 36 months applies to investment or operator models; a minimum term of 24 months applies to other operational contracts.
9.2 Upon expiry of the minimum term, the contract automatically renews for successive 12-month periods unless terminated in writing with 3 months’ notice before the end of the respective term.
9.3 The right to terminate for good cause remains unaffected. Good cause for WALLERIE exists in particular if:
- the Client is more than 30 days in arrears with payments and fails to pay despite a demand notice, the Client fails to provide security in response to a legitimate demand pursuant to § 4.8 within the required period,
- the Client breaches material contractual obligations and fails to remedy the breach within 14 days of a formal warning, or
- insolvency proceedings are opened or applied for in respect of the Client’s assets.
9.4 Upon termination of the contract, the Client is obliged to grant WALLERIE access to the systems so that they may be dismantled or handed over. Payment obligations continue until full settlement.
9.5 If the Client terminates the contract before expiry of the minimum term, or if the contract is terminated early for reasons attributable to the Client, werden die bis zum Ablauf der Mindestvertragslaufzeit noch ausstehenden Entgelte als pauschalierter Schadenersatz sofort fällig (Amortisationsschutz). Dieser Betrag gilt als abschließende Pauschalierung des Mindestschadens; weitergehende Schadenersatzansprüche aus anderen Rechtsgründen (z. B. Demontagekosten, Wertverlust der Hardware) bleiben davon unberührt und sind gesondert geltend zu machen. Dies gilt also upon extraordinary termination by WALLERIE for good cause pursuant to § 9.3. Ersparte Aufwendungen von WALLERIE werden nur insoweit angerechnet, als dies gesetzlich zwingend vorgeschrieben ist.
9.6 All costs for dismantling, transport, storage and restoration of the installation site upon contract termination are borne by the Client, provided the termination was not caused by WALLERIE. WALLERIE is entitled to estimate these costs in advance and demand them as a security deposit.
§ 10 Data Protection and Confidentiality
10.1 Both parties undertake not to disclose to third parties the confidential information of the other party obtained in the course of the contractual relationship and to use it solely for the performance of the contract.
10.2 Die Verarbeitung personenbezogener Daten erfolgt gemäß der Datenschutz-Grundverordnung (DSGVO) und dem Datenschutzgesetz (DSG 2000 in der jeweils geltenden Fassung). Where WALLERIE processes personal data on behalf of the Client, wird eine gesonderte Auftragsverarbeitungsvereinbarung (AVV) gemäß Art. 28 DSGVO abgeschlossen.
10.3 WALLERIE is entitled to use the Client’s name, logo and a description of the implemented system as a reference, unless the Client expressly objects.
10.4 The confidentiality obligation applies for the duration of the contract and for a period of 3 years after its termination.
§ 11 Amendments to these GTC
11.1 WALLERIE is entitled to amend these GTC with at least 6 weeks’ notice. The amended GTC will be communicated to the Client in writing or by e-mail.
11.2 If the Client does not object to the amended GTC within 4 weeks of receiving the notification, the amended GTC shall be deemed accepted. WALLERIE will expressly draw attention to this consequence in the notification.
11.3 In the event of an objection, WALLERIE is entitled to terminate the contract at the end of the current contract term.
§ 12 Governing Law and Jurisdiction
12.1 All legal relationships between WALLERIE and the Client are governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
12.2 The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of WALLERIE in Austria, provided the Client is an entrepreneur or a public body. WALLERIE is also entitled to bring proceedings against the Client at the Client’s general place of jurisdiction.
12.3 Should any individual provision of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall be unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision (severability clause).
§ 13 Final Provisions
13.1 Amendments and supplements to these GTC and to any individual contract require written form to be valid. This also applies to any modification of the written form requirement itself. Silence, mere acquiescence or factual changes in the conduct of a party do not constitute an implied amendment or supplement to the contract, regardless of their duration or regularity. Repeated deviations from contractual terms do not give rise to any claim based on custom or practice.
13.2 WALLERIE is entitled to transfer rights and obligations under this contract to third parties with the Client’s prior written consent.
13.3 The Client is not entitled to assign claims arising from this contract to third parties without WALLERIE’s express written consent.
13.4 These GTC apply in the version current at the time the contract is concluded. The currently valid version is available on the WALLERIE website (wallerie.at).
As of: February 2026