Terms and Conditions
AdsByYou OG
Last updated: 20 July 2025
I. General
1. Scope
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 customer (hereinafter referred to as "Customer") in their respective valid versions.
2. Amendments to the Terms and Conditions
The Provider is entitled to amend and supplement these General Terms and Conditions at any time.
The Provider shall inform existing customers of a significant or not only minor change to the Terms and Conditions in a timely manner. Significant or not only minor changes are those that involve a change in the factual or legal situation. This change becomes effective if the Customer does not object within six (6) weeks after notification of the change. The Provider expressly points out to the Customer at the beginning of the deadline that the effect of their silence counts as acceptance of the contract change. If the Customer objects within the deadline, the Provider has the option to terminate the contractual relationship extraordinarily.
These contractual 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.
II. Conclusion of Contract and Subject Matter of the Contract
1. Conclusion of Contract
By signing the main contract (offer), the Customer accepts these General Terms and Conditions.
2. Subject Matter of the Contract
The Provider allows the Customer limited-time access to personalized software solutions offered by the Provider (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 the use of the software solutions offered by the Provider at the router output of the respective data center of the Provider ("Transfer 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 and expiring on the servers of the Provider or a service provider commissioned by the Provider via an internet connection for their own purposes and to store and process their data with its help during the term of the contract. The specific scope of services at the time of the conclusion of the contract is described in the main contract individually concluded with the customers.
III. Availability
1. The Provider does not guarantee the data connection between the transfer point and the IT systems of the Customer. It is the Customer's responsibility to create the technical requirements for receiving the software solutions offered by the Provider at the transfer point and for their use. The Provider points out to the Customer that there may be restrictions or impairments of the services provided that are outside the Provider's control. This includes particularly actions by third parties who do not act on behalf of the Provider, technical conditions of the internet that the Provider cannot influence, as well as force majeure. The hardware and software used by the Customer and the technical infrastructure can also affect the services provided by the Provider. To the extent that such circumstances affect the availability or functionality of the services provided by the Provider, this does not affect the contractual compliance of the services rendered.
2. Declaratively, point 1 applies particularly to downtimes caused directly or indirectly by one of the following causes not considered a breach of this contract:
(i) Event of Force Majeure,
(ii) misuse of the software solutions offered by the Provider by the Customer or by third parties;
(iii) errors or failures of the internet;
(iv) disturbance or failure of the Customer's computer systems or networks;
(v) scheduled maintenance work carried out in accordance with this contract.
3. The Provider may interrupt service provision for maintenance work or updates. The Provider shall notify the Customer of the planned period for conducting the maintenance work/updates in a reasonable time frame in advance.
4. The Customer is obliged to promptly and as precisely as possible report to the Provider any functional failures, disturbances or impairments of the software solutions offered by the Provider.
IV. Customer Obligations
The Customer shall fulfill the obligations incumbent upon them for the provision and processing of this contract. The Customer provides their cooperation free of charge and without express commissioning by the Provider. The cooperative services are contractual main obligations of the Customer.
1. Providing Information and Access
The Customer undertakes to provide the Provider with all the necessary information (e.g., emails, DNS access, etc.) required to link their Google Merchant Center and Google Ad Accounts with the software solutions offered by the Provider. The Customer also truthfully discloses to the Provider the number of Google Merchant Centers they are using.
2. Other Obligations
The Customer will inform the Provider immediately and in writing about:
(i) the misuse or suspicion of misuse of the contractually agreed service;
(ii) any danger or suspicion of danger regarding compliance with data protection or data security that arises in the context of the provision of the contractually agreed service;
(iii) any danger or suspicion of danger to the services provided by the Provider, e.g., through loss of access data or hacker attacks. The Customer bears sole responsibility for any consequences resulting from the failure to transmit the aforementioned information to the Provider in full or in a timely manner.
The Customer is also particularly obliged to:
(i) protect the usage and access rights assigned to them or the users (especially passwords) as well as identification and authentication safeguards from unauthorized access by third parties, and not share them with unauthorized users;
(ii) provide a qualified contact person who is authorized to make all necessary decisions required for the provision of the contractually agreed service;
(iii) ensure that (e.g., in the case of adopting texts and data from third parties on the Provider's servers) all industrial property rights and authors' rights are observed;
(iv) obtain the necessary consent of the respective affected parties, as far as they collect, process or use personal data within the scope of using the platform and no legal permission statute applies;
(v) refrain from attempting to retrieve information or data unlawfully by themselves or by unauthorized third parties, or to intervene or have intervene in programs operated by the Provider or to unlawfully enter the Provider's data networks.
3. No Misuse
The Customer agrees to use the services offered by the Provider only within the legal limits and permissible by these regulations. Any misuse will result in the exclusion of the usage rights granted by your contract. The Provider may deactivate the relevant customer's account and terminate the contract extraordinarily upon becoming aware of any misuse. Any fees already paid will not be refunded in this case.
Misuse occurs particularly in cases of illegal uses, such as copyright violations. In addition, misuse consists in the provision, distribution, or other utilization of illegally acquired data as well as the dissemination or provision of data for illegal purposes. In particular, the following uses of the platform are considered misuse:
(i) sending and storing viruses, worms, Trojans as well as harmful computer codes, files, scripts, agents or programs,
(ii) uploading programs that are suitable for disrupting, impairing or preventing the operation of the Provider,
(iii) attempting to gain unauthorized access to the service or software solutions offered by the Provider or to individual modules, systems or applications or granting such access to third parties.
V. Duration of Contract and Termination of the Contract
1. The performance of the contractually agreed services commences from the date specified in the main contract (offer) initially for the duration of the term agreed in the main contract, unless another contractual term is specified in the offer. During this minimum term, an early ordinary termination by the parties is excluded.
2. The contract may be terminated by the parties with one month's notice prior to the end of the minimum term at the end of the envisaged contractual duration. If this does not occur, the contract is automatically extended for the original minimum term.
3. Extraordinary termination for a significant reason is reserved for the Provider in the presence of the legal requirements. A significant reason for the Provider exists especially if the Customer is in default of payment of a due fee for more than two months despite reminder. If the Customer is responsible for the reason for termination, the Customer is obliged to pay the Provider the agreed fee by the date on which the contract would earliest end in the event of an ordinary termination.
4. Termination notices require written form to be effective. The receipt of the termination as an email to office@labelup.io suffices for the written form requirement.
VI. Compensation and Value Protection
1. The payment period and amount of the compensation are governed, as well as the payment method, by the main contract individually concluded with the Customer.
2. Unless otherwise specified in the main contract concluded individually between the parties, the total amount incurred for the agreed contractual duration is due within 14 days of contract conclusion.
3. All prices from the Provider are basically in EURO plus the VAT to be borne by the Customer at the respective legally prescribed rate. The VAT will be stated separately in the invoice.
4. If the Customer delays the payment of a due fee by more than two weeks, the Provider is entitled after prior reminder with deadline setting and the expiration of the deadline to suspend access to the software solutions offered by the Provider. The Provider's entitlement to remuneration remains unaffected by the suspension. The Provider is also entitled to i) demand default interest in accordance with § 456 UGB and (ii) suspend access to the software solutions offered by the Provider until all outstanding claims from the Provider (including claims for default interest) have been fulfilled by the Customer.
5. The Provider is entitled to adjust the respective ongoing fees 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 published monthly by the Austrian Federal Statistical Office for 2010 or an index that replaces it, with fluctuations in the index number upwards of up to 5% being disregarded. Increases are considered accepted by the Customer from the beginning if they do not exceed 10% annually.
The reference figure (base index) for the value protection for the first charge adjustment is the index number announced for the month in which the offer is submitted. The value adjustment occurs based on the percentage difference between the target index and the base index.
VII. Maintenance and Support
1. Unless otherwise regulated in this paragraph, the Provider is not obliged to rectify occurring errors, carry out maintenance work or provide technical or other assistance in relation to the software solutions offered by the Provider.
2. The software solutions offered by the Provider are provided "as is". However, during the term of this contract, the Provider shall maintain the software solutions offered by the Provider as outlined herein at its own discretion by providing error corrections, stability and performance improvements, and updates at its own discretion.
3. The Customer acknowledges that whenever the Provider releases a new version of the software, all users must use the most recent version of the software, and all obligations set forth in the contract only apply to the most recent version.
VIII. Right to Use the Platform and Requirements for Contractual Use
1. The Customer receives the non-exclusive, time-limited right, which is not sublicensable, to access the software solutions offered by the Provider for their own internal business purposes within the framework of contractual and lawful usage. No further rights, particularly regarding the software solutions offered by the Provider or the associated software application or operating software are granted to the Customer.
2. If the contractual use of the software solutions offered by the Provider is impaired by third-party protection rights without any fault of the Provider, the Provider is entitled to refuse the affected services. The Provider shall promptly notify the Customer of this and enable access to their data in a suitable manner. In this case, the Customer shall not be obligated to make further payments. Other claims or rights of the Customer remain unaffected.
3. The Customer must not make use of the software solutions offered by the Provider, especially beyond the agreed scope of use, or allow third parties to use them or make them available to third parties. In particular, the Customer is not permitted to reproduce, sell, or lease time-limited parts or the content of the software solutions offered by the Provider.
IX. Warranty
1. The Customer acknowledges that software is never completely free of defects, errors, and bugs. Therefore, the Provider provides no warranty or assurance that the software solutions offered by the Provider are free from defects, errors, and bugs. The nature, scope, and timing of error rectification is solely at the discretion of the Provider.
2. The Customer acknowledges that software is never completely secure. Therefore, the Provider provides no warranty or assurance that the software solutions offered by the Provider are completely secure.
3. The Customer acknowledges that the Provider does not guarantee marketability and suitability for a particular purpose.
4. The Customer acknowledges and agrees that it is possible that the software solutions offered by the Provider may sometimes be unavailable to facilitate maintenance work or other development activities. The Provider will reasonably strive to 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.
5. The warranty obligation of the Provider is limited to taking reasonable efforts to ensure that the software solutions offered by the Provider essentially function as described in the technical description, any specification that may be agreed upon, and in this contract. The choice of warranty remedies is solely at the Provider's discretion.
X. Liability
1. The Provider's liability is limited to intent and gross negligence for contractually typical, foreseeable damages. The Provider's liability for damages caused by slight negligence is excluded in every case.
2. The Provider does not guarantee the holistic or partial permanent existence of the Google CSS Program or its terms and conditions and is not responsible or liable for this.
3. Should the terms of the Google CSS program be fundamentally changed, or if the Provider loses its CSS status, the Provider reserves the right to transfer all agency Merchant Centers back to Google Shopping Europe.
4. The Provider explicitly does not guarantee savings of click prices of up to 20% in connection with the acquisition of the price comparison platform. This is heavily dependent on external parameters and is not influenced by the Provider.
5. Links to other websites and references to information sources are for the convenience of the user only. The Provider has not conducted any investigations into the accuracy and/or completeness or functioning of these other websites and information sources. Therefore, the Provider is not liable for damages that may arise from inaccuracies and/or incompleteness of the information provided there and/or the non-functioning of these other websites and information sources.
6. No party is liable to the other party for incidental, special, punitive, or consequential damages, including loss of income, profits, revenue, or business interruptions or costs for substitute services or other economic losses, whether or not the party in question was advised of the possibility of such damages. In no event shall the total liability of the Provider 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.
7. If the Customer suffers damage due to the loss of data, the Provider is not liable for this, as long as the damage could have been avoided by the Customer conducting regular and complete backups of all relevant data. The Customer will conduct regular and complete data backups by themselves or have them conducted by a third party and is solely responsible for this.
XI. Indemnification
The Customer agrees to indemnify the Provider from all claims by third parties, including reasonable or statutorily stipulated costs of legal prosecution arising from non-contractual, abusive, and/or unlawful use of the software solutions offered by the Provider and their contents by the Customer or with their approval or which 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 becomes aware of or should become aware of such a breach, they are obliged to inform the Provider immediately. The Customer shall assist the Provider in defending against such claims, particularly by providing all information necessary for the defense. The Customer is liable for damages incurred by the Provider as a result of successfully enforcing such third-party claims.
XII. Data Protection
1. To the extent that the Provider can access personal data of the Customer or from their area, it shall act solely as a processor and shall process and use this data only for contractual execution. In this case, a separate processor agreement will be concluded in accordance with Art 28 GDPR.
2. The Customer acknowledges, understands, and agrees that the Provider may use the customer data transmitted to the software solutions offered by the Provider, or collected by the Provider, on an anonymized basis for any purpose, process and use them.
3. The Provider processes personal data of the Customer that are necessary for accessing the Google MCA Account and the Google Ads Account through the Google Content API for Shopping and the Google Ads API. Personal data of the Customer will not be passed on to third parties by the Provider in principle.
4. With regard to the relationship between the Provider and the Customer: The Customer remains responsible both in the general contractual relationship and in the sense of data protection law. If the Customer processes personal data in connection with the contract (including collection and use), they warrant that they are entitled to do so under the applicable data protection regulations and indemnify the Provider from claims of third parties in the event of a data protection breach. The Customer assures that all necessary conditions (e.g., by obtaining consent declarations) have been met so that the Provider can also provide the agreed services in this regard without violating data protection regulations.
5. The Customer will responsibly review, process, and respond to any inquiries, requests, and claims from affected persons (also) when the affected person requests the Provider.
6. 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 the storage of sensitive or personal content (e.g., passwords, text inputs in forms, etc.) and are used exclusively internally. The data is stored for a maximum of 5 days and then deleted automatically.
The legal basis is our legitimate interest according to Art. 6 paragraph 1 letter 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.
XIII. Reference Customers
The Customer grants the Provider the unlimited right to use the Customer for marketing purposes as a reference customer using its company name and logo, in particular but not limited to on websites, trade fair banners, online presentations, and in print materials.
XIV. Final Provisions
1. Rights and obligations resulting from this letter of intent shall not be affected by formal changes or restructuring of the parties' business organization, even if this leads to the outsourcing of operational parts or the creation of new legal entities.
2. The rights and obligations arising from the contract are subject to the laws of the Republic of Austria, excluding the UN Sales Law, international private law, and conflict-of-law norms. The competent court for all disputes of the parties arising from or in connection with the main contract is the competent court in Vienna, Austria.
3. Should any provision of this agreement be ineffective, this shall not affect the effectiveness of the other provisions. Instead of the ineffective or unenforceable provision of these GTCs, an effective and enforceable regulation shall take place whose effects come closest to the economic objectives sought by the contracting parties with the ineffective or unenforceable provision.