Terms and Conditions
AdsByYou OG
Last updated: 7 August 2025
General
Scope of application
These General Terms and Conditions apply to all services offered by us via labelup.io between AdsByYou OG, Am Heumarkt 4, 1030 Vienna AT, hereinafter referred to as "Provider", represented by its managing director, and our customers (hereinafter referred to as "Customer") in their respective valid version.
Adjustments to the Terms and Conditions
The Provider is entitled to adjust or supplement these General Terms and Conditions at any time.
The Provider shall inform existing Customers in a timely manner of any significant or not merely insignificant changes to the Terms and Conditions. Significant or not merely insignificant changes are those that involve a change in the factual or legal situation. This change shall take effect if the Customer does not object within two (2) weeks after notification of the change. The Provider expressly points out to the Customer at the beginning of the period the effect of their silence as acceptance of the amendment to the contract. If the Customer timely objects, the Provider has the option to terminate the contractual relationship extraordinarily.
These terms and conditions apply exclusively. Customer's terms and conditions do not apply. Counter-confirmations from the Customer referencing their own terms and conditions are expressly rejected.
Conclusion of the contract and subject matter of the contract
1. Conclusion of the contract
By signing the main contract (offer), the Customer accepts these General Terms and Conditions.
Subject matter of the contract
The Provider enables the Customer to access a personalized software solution provided by the Provider on a limited-time basis (including, but not limited to, the price comparison platform and the Labelizer) (hereinafter referred to as "software solutions offered by the Provider"). The Provider provides the Customer with access to the software solutions offered by the Provider at the router output of the respective data center of the Provider ("handoff point"). The software solutions offered by the Provider are operated by the Provider as a SaaS solution. The Customer is enabled to use the software solutions offered by the Provider stored on the servers of the Provider or a service provider commissioned by the Provider via an internet connection for their own purposes during the term of the contract and to store and process their data with its help. The specific scope of services at the time of the contract conclusion is described in the main contract individually concluded with the Customers.
Availability
The Provider does not guarantee the data connection between the handoff point and the IT systems of the Customer. It is the Customer's responsibility to create the technical requirements for receiving and using the software solutions offered by the Provider at the handoff point. The Provider points out to the Customer that there may be restrictions or impairments of the services rendered, which lie outside the influence of the Provider. This includes, in particular, actions by third parties that do not act on behalf of the Provider, technical conditions of the internet that cannot be influenced by the Provider, and force majeure. Also, the hardware and software and technical infrastructure used by the Customer may influence the Provider's services. To the extent that such circumstances affect the availability or functionality of the performance provided by the Provider, this does not affect the contractual conformability of the services rendered.
Declaratively to point 1, downtime caused directly or indirectly by one of the following reasons shall not be considered a breach of this contract:
(i) Event of force majeure,
(ii) abusive use of the software solutions offered by the Provider by the Customer or by third parties;
(iii) errors or outages of the internet;
(iv) disruption or failure of the Customer's computer systems or networks;
(v) planned maintenance work carried out in accordance with this contract.
The Provider may interrupt the provision of services to carry out maintenance work or updates. The Provider shall inform the Customer of the planned period for carrying out the maintenance work/updates in a reasonable timeframe in advance.
The Customer is obliged to promptly report any function failures, disturbances, or impairments of the software solutions offered by the Provider to the Provider as precisely as possible.
Customer's obligations
The Customer shall fulfill their obligations to provide and process the services under this contract. The Customer provides their cooperation free of charge and without explicit commissioning by the Provider. The cooperation is a contractual main obligation of the Customer.
Providing information and access
The Customer agrees to provide all necessary information (e.g., emails, DNS accesses, etc.) required to connect their Google Merchant Center and Google Ad Accounts to the software solutions offered by the Provider. The Customer must also truthfully disclose the number of Google Merchant Centers they have in use to the Provider.
Other obligations
The Customer must immediately inform the Provider in writing about:
(i) the misuse or suspicion of misuse of the contractually agreed service;
(ii) a threat or suspicion of a threat to the compliance with data protection or data security occurring in the course of providing the contractually agreed service;
(iii) a threat or suspicion of a threat to the services provided by the Provider, e.g., due to loss of access data or hacker attacks. The Customer bears the sole responsibility for all consequences arising from a failure to transmit the aforementioned information to the Provider in a timely or accurate manner.
The Customer is also obliged in particular:
(i) to protect the usage and access rights assigned to them or the users (in particular passwords) as well as identification and authentication security from access by third parties and not to share them with unauthorized users;
(ii) to provide a qualified contact person who is authorized to make all necessary decisions required for the provision of the contractually agreed service;
(iii) to ensure that (e.g., in the case of taking over texts and data from third parties on the Provider's servers) all industrial property and copyright rights are observed;
(iv) to obtain the necessary consent from the respective affected parties, as far as they collect, process, or use personal data in connection with the use of the platform and no legal permission clause applies;
(v) to refrain from attempting, either personally or through unauthorized third parties, to unlawfully retrieve information or data or to interfere or allow interference with programs operated by the Provider or to intrude on the Provider's data networks.
No abusive use
The Customer agrees to use the services offered by the Provider only within the legal limits and permitted by these regulations. Abusive use results in the exclusion of the usage right granted by the contractual agreement. The Provider may deactivate the Customer's account after becoming aware of abusive use and extraordinary terminate the contract. Any fees already paid will not be refunded in this case.
Abusive use includes, in particular, illegal uses such as copyright infringements. Furthermore, abusive use exists in the provision, dissemination, or in any other way making usable illegally obtained data, as well as in the dissemination or provision of data for illegal purposes. The following uses of the platform are particularly abusive:
(i) Sending and storing viruses, worms, trojans, and other harmful computer codes, files, scripts, agents, or programs,
(ii) Uploading programs that are capable of disturbing, impairing, or preventing the operation of the Provider,
(iii) Attempting to gain unauthorized access to the service or the software solutions offered by the Provider or to individual modules, systems, or applications or to grant this to third parties
Contract duration and termination of the contract
The provision of the contractually agreed services starts from the date specified in the main contract (offer) initially for the duration agreed in the main contract, unless a different contract duration is specified in the offer. During this minimum duration, an early regular termination by the parties is excluded.
The contract can be terminated by the parties within a notice period of one month before the end of the minimum duration. If this does not happen, the contract will extend automatically for the original minimum duration.
The extraordinary termination for good cause is reserved for the Provider if the legal requirements are met. A good cause for the Provider exists in particular if the Customer is more than two months in arrears with the payment of a due fee despite reminder. If the Customer is responsible for the reason for termination, the Customer is obliged to pay the Provider the agreed fee up to the date on which the contract would expire at the earliest in the event of regular termination.
Termination declarations must be made in writing to be effective. Receipt of the termination as an email to office@labelup.io suffices to meet the written requirement.
Remuneration and value protection
The payment period and the amount of remuneration are determined, as well as the payment method, according to the main contract (offer) individually concluded with the Customer.
Unless otherwise specified in the main contract individually concluded between the parties, the entire amount due for the agreed contract duration shall be deemed payable with a payment period of 14 days from the conclusion of the contract .
All prices of the Provider are generally understood in EURO plus the value-added tax to be borne by the Customer in the legally prescribed amount. The value-added tax is shown separately on the invoice.
If the Customer delays the payment of a due remuneration by more than two weeks, the Provider is entitled, after previous reminder with a deadline and the expiration of the deadline, to block access to the software solutions offered by the Provider. The Provider's claim for remuneration remains unaffected by the blocking. The Provider is also entitled to (i) charge default interest in accordance with § 456 UGB and (ii) suspend access to the software solutions offered by the Provider until all outstanding claims of the Provider (including claims for default interest) have been fulfilled by the Customer.
The Provider is entitled to adjust the respective ongoing charges specified in the main contract once per quarter to changing market conditions or due to technical innovations. The price adjustment is based on the change in the consumer price index 2010 published monthly by the Federal Statistical Office of Austria or an index replacing it, with fluctuations in the index figure up to and including 5% being disregarded. Increases are accepted by the Customer from the outset if they do not exceed 10% annually.
The reference size (base index) for the value protection serves for the first adjustment of charge the index number published for the month in which the offer was submitted. The value adjustment is based on the percentage difference between the target index and the base index.
Maintenance and Support, Product Synchronization, and Data Volume
Unless otherwise provided in this clause, the Provider is not obliged to rectify errors occurring, carry out maintenance work, or provide technical or other support regarding the software solutions offered by the Provider.
The software solutions offered by the Provider are provided "as is". However, during the term of this contract, the Provider will, at its discretion, maintain the software solutions offered by the Provider, as specified herein, by providing bug fixes, stability and performance improvements and updates at its discretion.
The Customer acknowledges that whenever the Provider has released a new version of the software, the latest version must be used by all users, and all obligations specified in the contract only apply to the latest version.
The Provider regularly synchronizes and updates the product range of Customers through automated calls from the connected Google Merchant Center accounts. This service is included in the agreed service package for a product range of up to a total of 5 million products per Customer. If the product range exceeds this limit, the Provider reserves the right to suspend the automatic updating of these products. The Google CSS and its associated functions remain unaffected by this. Further synchronization and updating of the product range exceeding 5 million requires a separate agreement regarding an additional package, which will be calculated individually and contractually regulated.
Right to use the platform and requirements for contractual use
The Customer receives the non-exclusive, time-limited right to access the software solutions offered by the Provider for their own, internal business purposes in compliance with the contractual and proper use, which is not sublicensable. Further rights, in particular to the software solutions offered by the Provider, the associated software application, or the operating software are not granted to the Customer.
If the contractual use of the software solutions offered by the Provider is impaired without fault on the part of the Provider due to the protection rights of third parties, the Provider is entitled to refuse the affected services. The Provider will notify the Customer of this immediately and, in a suitable manner, enable them to access their data. In this case, the Customer is not obliged to make further payments. Other claims or rights of the Customer remain unaffected.
The Customer may not take advantage of the software solutions offered by the Provider, in particular, beyond the agreed scope of use or allow third parties to use them or make them accessible to third parties. In particular, the Customer is not permitted to reproduce, sell, or temporarily license or lease the content of the software solutions offered by the Provider or parts thereof.
Warranty
The Customer acknowledges that software is never completely free of defects, errors, and bugs. Therefore, the Provider gives no warranty or assurance that the software solutions offered by the Provider are free from defects, errors, and bugs. The type, scope, and timing of error correction is the sole responsibility of the Provider.
The Customer acknowledges that software is never completely free of security vulnerabilities. Therefore, the Provider gives no warranty or assurance that the software solutions offered by the Provider are completely secure.
The Customer acknowledges that the Provider does not warrant marketability and suitability for a particular purpose.
The Customer acknowledges and agrees that it is possible for the software solutions offered by the Provider to occasionally be unavailable to allow for maintenance or other development activities. The Provider will endeavor to reasonably publish the details of any unavailability on its website and/or inform the Customer in advance via email about the details of the unavailability. Such planned unavailability does not entitle the Customer to claims against the Provider.
The warranty obligation of the Provider is limited to making reasonable efforts to ensure that the software solutions offered by the Provider function essentially as described in the technical description, any agreed specifications, and in this contract. The choice of warranty remedies is solely at the discretion of the Provider.
Liability
The liability of the Provider is limited to intent and gross negligence for contractually typical, foreseeable damages. The liability of the Provider for damages caused by slight negligence is excluded in any case.
The Provider assumes no warranty that the Google CSS program or its terms of use will remain permanent and unchanged or that the functionality of the CSS is guaranteed continuously. In particular, it cannot be excluded that there may be restrictions or failures for any reason that may also affect the related Google Merchant Center accounts and their active Google Ads campaigns. The Provider is not liable for any resulting consequences.
If the terms of the Google CSS program are fundamentally changed or if the Provider loses its CSS status, the Provider has the right to migrate all Merchant Centers of the agency back to Google Shopping Europe.
The Provider expressly does not guarantee a savings in click prices of up to 20% in the course of acquiring the price comparison platform. This is heavily dependent on external parameters and is beyond the control of the Provider.
Links to other websites and references to information sources are for the convenience of the user only. The Provider has not conducted inquiries about the accuracy and/or completeness or functioning of these other websites and information sources. Therefore, the Provider is not liable for damages that may be related to the inaccuracies and/or incompleteness of the information provided there and/or the non-functioning of these other websites and sources of information.
Neither party shall be liable to the other party for incidental, special, exemplary, or consequential damages, including loss of income, profits, revenues or business interruptions, or costs for replacement services or other economic losses, regardless of whether the party was warned of the possibility of such damages or not. In no case shall the Provider's total liability to the Customer and third parties in connection with the contract or the access and use of the software solutions offered by the Provider exceed the total monthly fees paid by the Customer in the 12 months preceding the claim or lawsuit, regardless of the form of the claim or lawsuit.
If damage to the Customer results from loss of data, the Provider is not liable for this provided the damage could have been avoided by a regular and complete backup of all relevant data by the Customer. The Customer shall regularly perform a complete data backup themselves or have it performed by a third party and is solely responsible for this.
Indemnification
The Customer agrees to indemnify the Provider from all claims of third parties, including reasonable or legally established costs for legal action, which are based on non-contractual, abusive, and/or illegal use of the software solutions offered by the Provider and their content by the Customer or are carried out with their approval or arise particularly from data protection, copyright, or other legal disputes related to the use of the software solutions offered by the Provider. If the Customer recognizes or should recognize that such a violation is imminent, there is a duty to inform the Provider immediately. The Customer shall assist the Provider in defending against such claims, especially by providing all information necessary for the defense. The Customer is liable for the damage caused to the Provider by the successful enforcement of such claims by third parties.
Data protection
Insofar as the Provider can access personal data of the Customer or from its area, it will act exclusively as a data processor and process and use this data solely for contract performance. In this case, a separate data processing agreement according to Art 28 GDPR is concluded.
The Customer acknowledges, understands, and agrees that the Provider may use the customer data transmitted by the Customer to the software solutions offered by the Provider on an anonymized basis for any purpose and may process and use them.
The Provider processes personal data of the Customer that are necessary for the Google Content API for Shopping and the Google Ads API to gain access to the Google MCA account and the Google Ads account. Personal data of the Customer will generally not be shared with third parties by the Provider.
For the relationship between the Provider and the Customer: The Customer remains responsible both generally in the contractual relationship and in the sense of data protection. If the Customer processes personal data (including collection and use) in connection with the contract, they ensure that they are authorized to do so under the applicable data protection laws and indemnifies the Provider against claims from third parties in case of a data protection violation. The Customer assures that they have created all necessary prerequisites (e.g., by obtaining consents) that the Provider can provide the agreed services without violating data protection regulations.
The Customer will responsibly review, process, and respond to any inquiries, requests, and claims from the affected person (also) when availing of the Provider by the affected person.
Usage analysis and session recording.
To improve user experience and analyze user behavior, we reserve the right to temporarily record interactions within the Labelizer web application (e.g., click behavior, mouse movements, navigation paths).
These recordings are made without storing sensitive or personal contents (e.g., passwords, text entries in forms, etc.) and are used exclusively internally. The data will be stored for a maximum of 5 days and then automatically deleted.
The legal basis is our legitimate interest according to Art. 6 para. 1 lit. f GDPR as well as the UK-GDPR.
Users have the right to object to this processing at any time by sending an email to office@labelup.io.
Reference customers
The Customer grants the Provider the unlimited right to use the Customer for marketing purposes as a reference customer by using their company name and logo, in particular but not limited to websites, trade show banners, online presentations, and print materials.
Final provisions
Rights and obligations arising from this letter of intent will not be affected by the transformation of forms or restructuring of the business organization of the parties, even if this leads to the outsourcing of parts of the operation or the creation of new legal entities.
Rights and obligations arising from the contract shall be governed by the laws of the Republic of Austria, excluding the UN Sales Law, international private law, and conflict rules. The place of jurisdiction for all legal disputes of the parties arising from or in connection with the main contract is the court responsible in Vienna, Austria.
If any provision of this agreement is found to be invalid, the validity of the remaining provisions shall not be affected. The ineffective or unenforceable provision of these terms and conditions shall be replaced by a valid and enforceable provision, the effects of which come closest to the economic objectives pursued by the parties with the ineffective or unenforceable provision.