Conditions
General Terms and Conditions for Consumers
1. Scope of Application
These General Terms and Conditions apply to all contracts, orders, deliveries and services between ARAKNE, and consumers within the meaning of the Austrian Consumer Protection Act.
They apply in particular to orders placed via the online shop, by e-mail, via social media, through other electronic means of communication, and to individual enquiries concerning Made-to-Order products, Custom Pieces, made-to-measure items, limited designs, Statement Pieces and other products offered by ARAKNE.
A consumer is any natural person who enters into a legal transaction for purposes that are predominantly outside their trade, business or independent professional activity.
Any deviating, conflicting or supplementary terms and conditions of the customer shall not become part of the contract unless ARAKNE expressly agrees to their application in writing. Acts of performance by ARAKNE shall not be deemed acceptance of deviating terms and conditions.
These Terms and Conditions shall apply in the version available at the time of the order. ARAKNE is entitled to amend these Terms and Conditions for future orders. Contracts already concluded shall remain subject to the version agreed upon at the time of conclusion of the contract.
2. Subject Matter of the Contract and Nature of the Products
ARAKNE is a fashion and design label based in Vienna. The products offered include, in particular, handmade garments, artistic one-of-a-kind pieces, limited pieces, Statement Pieces, Made-to-Order products, Custom Designs, accessories and related creative services.
A substantial part of the products is not manufactured industrially in mass production, but individually, in small batches, upon order, according to measurements, after creative consultation or using special materials. The products may therefore show artistic, handmade, material-related and design-specific characteristics.
The customer acknowledges that handmade, limited, upcycled, vintage-based, artistic or individually made products may show minor deviations in colour, texture, material effect, surface, dimensions, drape, fit, workmanship, seam appearance, proportions, pattern placement or detail execution. Such deviations shall not constitute a defect if they do not substantially impair the agreed character, agreed function or ordinarily expected usability of the product.
Product images, sketches, mood boards, references, styling images, runway images, social media posts and digital illustrations serve to describe the creative concept. They are binding only to the extent that specific characteristics have been expressly confirmed in writing as binding specifications.
3. Standard Products, Made-to-Order Products and Custom Pieces
ARAKNE distinguishes between Standard Products, Made-to-Order Products and Custom Pieces.
Standard Products are products that have already been manufactured and are available without individual adjustment or customer specification.
Made-to-Order Products are products that are produced only after an order has been placed. This may also apply where the design already exists in principle, but the specific execution is produced only after the order, size selection, material availability or production approval.
Custom Pieces are products designed, adapted or manufactured according to individual information, measurements, wishes, references, occasion requirements, styling specifications, material preferences or other personal specifications of the customer. This includes, in particular, made-to-measure items, one-of-a-kind pieces, special colours, special sizes, special lengths, customised Statement Pieces, commissions for private purposes and products clearly tailored to personal needs.
Whether a product is a Standard Product, Made-to-Order Product or Custom Piece is determined by the product description, the offer, the order form, the order confirmation or other written communication.
4. Orders and Conclusion of Contract in the Online Shop
The presentation of products in the online shop does not constitute a legally binding offer, but an invitation to customers to place an order.
The customer may select products, place them in the shopping cart, enter the required data, select the shipping and payment method and review and correct all information before submitting the order. By clicking the button “order with obligation to pay”, “place binding order” or a comparable unambiguous button, the customer submits a binding offer to conclude a contract.
Receipt of the order will be confirmed by e-mail. This confirmation of receipt does not yet constitute acceptance of the contractual offer unless it is expressly designated as acceptance. The contract is concluded only when ARAKNE expressly accepts the order, confirms dispatch, ships the goods, confirms the order in writing in the case of individual products, or begins the individual design or production work after express acceptance.
ARAKNE is entitled to reject orders without stating reasons, in particular if products are unavailable, materials cannot be sourced, information is incomplete, the requested production period cannot be met, technical or creative reasons prevent execution, or there is suspicion of misuse.
If an ordered product is unavailable due to a technical error, inventory error, obvious pricing error, material shortage or another justified reason, ARAKNE will inform the customer without undue delay. Payments already made will be refunded unless a replacement product or mutually agreed adjustment is arranged.
5. Ordering Made-to-Order Products and Custom Pieces
For Made-to-Order Products and Custom Pieces, the complete, correct and timely submission of all required information is a prerequisite for the start of design work, material sourcing, production and timely delivery.
ARAKNE may request from the customer, in particular, the following information: full contact details, billing and delivery address, body measurements, clothing size, desired fit, occasion, date of wear, intended use, colour and material preferences, budget range, reference images, style specifications, specific physical or functional requirements, deadlines, fitting availability and other project-relevant information.
The design and production process begins only once the order form requested by ARAKNE has been completed in full, all necessary follow-up questions have been clarified, any agreed deposit has been received and ARAKNE has accepted the order. Prior to this, ARAKNE is under no obligation to begin drafting, pattern-making, material search, material purchase, reservation of production capacity or manufacturing.
Incomplete, delayed, ambiguous or incorrect information provided by the customer may result in delays, additional costs, fit deviations or limitations in feasibility. ARAKNE shall not be liable for consequences resulting from such information unless ARAKNE has itself culpably processed the information incorrectly.
6. Order Form and Subsequent Adjustments
Where ARAKNE uses an order form for an order, the customer must complete it fully and truthfully. The order form serves as the basis for design, calculation, material sourcing, production and scheduling.
Subsequent adjustments to the information provided in the order form are possible only if expressly confirmed by ARAKNE in writing. Without such confirmation, there is no entitlement to have subsequent changes taken into account.
Change requests after the start of production may result in substantial additional work, particularly with regard to material, colour, measurements, length, fit, cut, construction, styling, applications, fastenings, embellishments, delivery date or intended use. ARAKNE is entitled to refuse such changes or make them subject to a new calculation, additional payment, extension of deadlines or technical feasibility review.
The customer acknowledges that subsequent adjustments are not always possible, in particular if materials have already been cut, processed, ordered, reserved or are no longer available.
7. Fittings and Change Deadlines
Where fittings are agreed, they serve to coordinate fit, length, proportions, styling and technical details. The number, location, duration and scope of fittings are determined by the respective offer or individual agreement.
Change requests may be submitted no later than one week before the last agreed fitting. If no fitting is agreed, change requests may be submitted no later than one week before the agreed completion date.
After this point, changes are generally excluded. ARAKNE may accept later changes as a gesture of goodwill but is not obliged to do so. If later changes are accepted, they shall be remunerated separately. This applies in particular to express changes, additional fittings, material changes, pattern changes, length changes, size changes, additional details, re-stylings, corrections due to changed customer wishes or changes not attributable to a defect caused by ARAKNE.
If the customer fails to attend agreed fitting appointments, arrives significantly late or does not provide necessary information in time, completion and delivery may be postponed accordingly. Additional appointments may be charged separately.
8. Prices
The prices applicable are those stated at the time of the order or individually agreed prices. All prices are in Euros.
For Standard Products, the price stated in the online shop applies. For Made-to-Order Products and Custom Pieces, the price may be stated as a fixed price, guide price, cost estimate, minimum price or price range. The relevant type of price indication is determined by the respective offer or order confirmation.
For individually manufactured products, additional costs may arise due to material availability, material prices, special procurement, manual work, technical requirements, changes, express processing or incomplete information. ARAKNE may exceed an agreed price range or cost estimate by up to 20% if the excess is objectively justified, reasonable for the customer and not culpably caused by ARAKNE.
Any excess beyond this will be communicated by ARAKNE in advance. In such a case, the parties shall coordinate an adjustment of the scope of services, budget or design.
Shipping costs, customs duties, import charges, taxes, bank charges and other ancillary costs are included in the price only if expressly stated. Otherwise, they will be shown separately or borne by the customer.
9. Payment
Payment shall be made using the payment methods stated in the online shop or in the offer. For Made-to-Order Products, Custom Pieces, special productions, limited pieces and other individually prepared services, ARAKNE may request a deposit.
The amount of the deposit is determined by the offer, order form, invoice or individual agreement. The deposit serves, in particular, to reserve production capacity, remunerate design and concept work, source materials, develop patterns and secure individual production effort.
ARAKNE is entitled to begin design, material sourcing and production only after receipt of the agreed deposit. If payment is delayed, agreed production and delivery periods shall be postponed accordingly.
Unless otherwise agreed, invoices are due immediately upon receipt without deduction. In the event of late payment, ARAKNE may claim statutory default interest and reasonable reminder fees. ARAKNE is also entitled to withhold further services until full payment of outstanding amounts, to the extent legally permissible.
10. Retention of Title
The goods remain the property of ARAKNE until full payment has been made. Before full payment, the customer may not resell, pledge, transfer by way of security or otherwise dispose of the goods in a way that could impair ARAKNE’s rights.
In relation to consumers, this retention of title applies only to the extent permitted by law.
11. Delivery
Delivery and production times are binding only if expressly confirmed in writing as binding. Unless expressly stated otherwise, information in the online shop, in e-mails or in product descriptions constitutes expected timeframes only.
For Made-to-Order Products and Custom Pieces, the production period begins only once the contract has been concluded, all required information has been provided in full, open design questions have been clarified and any agreed deposit has been received in full.
Delays caused by delayed cooperation, incomplete information, late payment, missed fittings, delays by material suppliers, force majeure, illness, official measures, transport delays or other circumstances not attributable to ARAKNE shall extend agreed deadlines appropriately.
Fixed dates apply only if expressly confirmed in writing as fixed dates. The mere communication of a desired wear date, event date or shooting date does not make such date a binding fixed date.
12. Shipping
Shipping shall be made to the delivery address provided by the customer. The customer is obliged to provide complete and correct delivery details. Additional costs caused by incorrect, incomplete or subsequently changed delivery details may be charged to the customer.
For consumers, the risk of loss of or damage to the goods generally passes only upon delivery to the customer or to a third person designated by the customer who is authorised to receive the goods. However, if the customer independently commissions a carrier not proposed by ARAKNE, the risk passes upon handover to that carrier, to the extent legally permissible.
If the customer does not accept the goods or does not collect a deposited shipment, ARAKNE may charge the resulting additional costs, in particular return shipping costs, renewed shipping costs and storage costs, to a reasonable extent, provided that the customer is responsible for the default of acceptance.
13. Right of Withdrawal for Standard Products
The withdrawal period is fourteen days from the day on which the customer or a third person designated by the customer, other than the carrier, takes possession of the goods.
To exercise the right of withdrawal, the customer must inform ARAKNE of the decision to withdraw from the contract by means of a clear statement, for example by e-mail or letter. Timely dispatch of the withdrawal statement is sufficient to meet the deadline.
The goods must be returned to ARAKNE without undue delay and no later than fourteen days from the submission of the withdrawal statement. The direct costs of returning the goods shall be borne by the customer unless ARAKNE has expressly agreed otherwise.
ARAKNE shall reimburse payments received, including standard delivery costs, within fourteen days from receipt of the withdrawal statement. ARAKNE may refuse reimbursement until the goods have been received back or until the customer has provided proof that the goods have been returned.
The customer shall be liable for any diminished value of the goods only if such diminished value results from handling of the goods that was not necessary to inspect their nature, characteristics and functioning.
14. Exclusion of the Right of Withdrawal for Made-to-Order Products and Custom Pieces
There is no statutory right of withdrawal for goods made to customer specifications or clearly tailored to personal needs. This applies in particular to Made-to-Order Products, made-to-measure items, Custom Pieces, special sizes, special colours, special lengths, individually coordinated Statement Pieces, products made according to measurements, products based on personal design wishes and other individually manufactured products.
The customer will be informed before placing the order if a product is excluded from the right of withdrawal. The exclusion of the right of withdrawal concerns only the statutory right of withdrawal and does not affect statutory warranty rights in the event of defects.
If ARAKNE has not yet begun individual production, material sourcing or any other individualised service, ARAKNE may, in individual cases, voluntarily accept cancellation. There is no entitlement to such cancellation where the statutory exclusion of withdrawal applies. Costs already incurred, in particular for design, consultation, materials, reservation, pattern development or administrative processing, may be retained or charged, to the extent legally permissible and objectively justified
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15. Cancellation by Customers
If the customer wishes to cancel a Made-to-Order Product, Custom Piece or other individually prepared order after conclusion of the contract, ARAKNE shall decide at its reasonable discretion whether cancellation is possible.
Cancellation may be impossible or possible only against reimbursement of costs, in particular if ARAKNE has already begun design work, material search, material purchase, pattern development, production, reservation of capacity or other order-specific services.
If ARAKNE accepts cancellation, ARAKNE may retain or charge expenses already incurred, design services, material costs, third-party costs, transaction costs, administrative effort and reasonable remuneration for services already performed. The customer remains entitled to prove that no costs, or lower costs, were incurred.
16. Warranty
Statutory warranty rights apply. These rights are not excluded or restricted by these Terms and Conditions in relation to consumers.
A defect exists if, at the time of handover, the goods do not have the contractually agreed or ordinarily expected characteristics. A defect does not exist if a deviation is due to handmade, material-related, artistic or production-related characteristics that are typical, reasonable and do not impair functionality for the specific product.
For Made-to-Order Products and Custom Pieces, the agreed characteristics are assessed on the basis of the written agreement, order form, confirmed measurements, product description and confirmed design parameters. Ideas, references, sample images or mood boards are not part of the contractual specifications unless expressly confirmed as binding specifications.
Warranty claims do not exist to the extent that the alleged defect was caused by improper use, failure to observe care instructions, excessive strain, incorrect storage, external impact, unauthorised alteration, repair by third parties, cleaning contrary to care instructions, make-up, oil, perfume, adhesive, pins, safety pins, clips, heat, moisture, tearing, stretching or other circumstances not attributable to ARAKNE.
17. Standard Use Cases and Agreed Use
Unless expressly agreed otherwise, ARAKNE products are intended for ordinary use as clothing or accessories. Certain Statement Pieces, Editorial Pieces, Runway Pieces, Archive Pieces, fragile designs or artistic one-of-a-kind pieces may, however, be more delicate than everyday clothing.
The customer is obliged to inform ARAKNE before conclusion of the contract if the product is intended for special purposes, such as stage, dance, performance, film, underwater shoots, extreme movement, sport, outdoor use, prolonged wear under high stress, intense heat, rain, sweat, make-up-heavy shoots or other special conditions of use.
If a special use has not been disclosed in advance and agreed in writing, ARAKNE only owes suitability for ordinary or expressly agreed use. ARAKNE shall not be liable for damage, fit issues, material reactions or functional limitations resulting from a special use that was not disclosed, to the extent legally permissible.
18. Unauthorised Alterations by Customers or Third Parties
Alterations, adjustments, shortenings, extensions, sewing work, dyeing, printing, gluing, cleaning, repairs, deconstruction or other interventions in an ARAKNE product shall be attributable to ARAKNE only if carried out by ARAKNE itself or expressly approved in writing in advance.
Anything that was not expressly discussed, agreed and approved in writing beforehand, but is altered by the customer or by third parties, is done solely at the customer’s own responsibility.
Statutory warranty rights remain unaffected only to the extent that the alleged defect is not attributable to the subsequent alteration, improper handling or use contrary to the intended purpose.
19. Care Instructions, Material Information and Product Safety
The customer is obliged to observe care, washing, storage, use and safety instructions. This applies in particular to delicate, handmade, upcycled, vintage-based, decorated, embroidered, dyed, coated, perforated, transparent, elastic or artistically constructed products.
ARAKNE provides information on material composition to the best of its knowledge. For new materials, the information is based on available supplier information. For remnants, vintage fabrics, upcycling materials, deadstock materials, mixed materials or materials without complete manufacturer labelling, the material composition may only be estimated. In such cases, ARAKNE will identify the material information as an estimate, approximate information or best available assessment.
Safety and care instructions form part of the product information. Products must not be used contrary to their intended purpose. Particular caution is required with long ties, loose parts, metal parts, sharp applications, delicate surfaces, transparent materials, heavy constructions, tight lacing and products not suitable for children.
20. Intellectual Property
All drafts, designs, patterns, constructions, sketches, prototypes, mood boards, product names, logos, photographs, texts, concepts, presentations, Statement Pieces and other creative works of ARAKNE are protected by copyright, design rights, trademark rights or other intellectual property rights to the extent legally protectable.
By purchasing a product, the customer acquires ownership of the specific physical product. However, no rights to designs, patterns, concepts, trademarks, product names, photographs, samples, constructions or other intangible works are transferred.
In particular, imitation, reproduction, commercial exploitation, transfer as a template, production of copies, commercial modification, deconstruction for reproduction, use in own collections or use as a basis for third-party designs is not permitted unless ARAKNE has expressly agreed to this in writing.
Private photographs and private non-commercial publications remain unaffected, provided they do not infringe ARAKNE’s rights, do not contain misleading attribution and do not constitute commercial use.
21. Public Use, Credits and Tagging
No public crediting obligation exists for private use. However, if ARAKNE products are used in a commercial, advertising, editorial, artistic, media-related or public-facing context, in particular in shoots, campaigns, music videos, performances, stage productions, press publications, social media campaigns, editorials or collaborations, a separate written agreement is required in advance.
If a product is shown publicly and ARAKNE is named or tagged, the publication must not create the impression that subsequent alterations, third-party modifications, damaged conditions or unauthorised styling correspond to the original ARAKNE design.
If a product has been subsequently modified and is nevertheless published in connection with ARAKNE, the modification must be made transparent, for example by a note such as “ARAKNE piece, modified by third party” or comparable clear wording.
22. Liability
ARAKNE shall be liable without limitation for damages resulting from injury to life, body or health, for damages caused intentionally or by gross negligence, for fraudulently concealed defects and under mandatory product liability provisions.
In the event of slight negligence in the breach of essential contractual obligations, ARAKNE shall be liable only for foreseeable damage typical for the contract. Essential contractual obligations are obligations whose fulfilment is necessary for the proper performance of the contract and on whose compliance the customer may regularly rely.
In all other respects, liability for slightly negligent damage is excluded to the extent legally permissible. Liability for damage caused by improper use, failure to observe care instructions, unauthorised alterations, styling interventions, use contrary to the intended purpose or special non-agreed conditions of use is excluded to the extent legally permissible.
23. Data Protection
The processing of personal data is carried out in accordance with ARAKNE’s Privacy Policy. The Privacy Policy is available on the website.
24. Electronic Communication
The customer agrees that contract-related communication, in particular order confirmations, invoices, follow-up questions, change approvals, delivery information and other notices, may be made by e-mail or via the communication channel used during the order process.
The customer is obliged to provide a valid e-mail address and to notify ARAKNE without delay of any changes to contact details. Disadvantages resulting from incorrect or non-updated contact details shall be borne by the customer unless ARAKNE is responsible for the inaccuracy.
25. Applicable Law and Place of Jurisdiction
Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law, unless mandatory consumer protection provisions provide otherwise. The place of jurisdiction are the competent courts of Vienna, Austria.
27. Final Provisions
Should individual provisions of these Terms and Conditions be wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall apply in place of the invalid provision.
Amendments and supplements to a specific contract must be made in writing or expressly confirmed by e-mail, unless a stricter form is required by law.
B2B TERMS AND CONDITIONS
1. Scope of Application
These General Terms and Conditions apply to all contracts, offers, deliveries and services between ARAKNE and business customers within the meaning of the Austrian Commercial Code.
They apply in particular to stylists, photographers, agencies, PR agencies, production companies, artists, artist managements, media companies, film and music video productions, event organisers, boutiques, showrooms, retailers, collaboration partners, freelancers, fashion labels, creative service providers and other professional users.
These Terms and Conditions apply to purchase contracts, contracts for work, commissions, Custom Orders, Made-to-Order orders, loans, styling loans, showroom loans, collaborations, editorials, campaigns, PR use, commercial shoots, runway or stage use, content productions, resale and any other commercial use of ARAKNE products or ARAKNE services.
Any deviating, conflicting or supplementary terms and conditions of the contractual partner shall not apply unless ARAKNE expressly agrees to them in writing. Acts of performance by ARAKNE shall not be deemed acceptance of deviating terms.
2. Scope
ARAKNE offers, in particular, handmade fashion, Statement Pieces, one-of-a-kind pieces, limited pieces, Made-to-Order products, Custom Designs, styling pieces, loan pieces, collaborations, creative concepts, designs, patterns, prototypes and other fashion-related services.
The specific scope of services is determined exclusively by the written offer, order confirmation, order form, loan sheet, commission agreement, collaboration agreement, invoice or other written confirmed agreements.
Services, uses, rights, exclusivities, delivery dates, changes, forms of credit, publication rights, modification rights, reproduction rights or additional services that have not been expressly agreed are not owed.
3. Offers
Offers by ARAKNE are non-binding unless expressly designated in writing as binding. A contract is concluded by written acceptance, e-mail confirmation, signing of a contractual document, payment of a deposit, handover of products, shipment of products or actual commencement of performance.
ARAKNE is entitled to reject enquiries without stating reasons. This applies in particular in cases of lack of availability, deadlines that are too short, insufficient budget, incomplete information, contradictory project details, lack of credit commitment, unacceptable usage conditions or projects that are incompatible with the brand, aesthetic or reputation of ARAKNE.
The contractual partner is bound by its order or commission. Cancellations are possible only with ARAKNE’s written consent and do not affect ARAKNE’s entitlement to reimbursement of expenses already incurred, reserved capacity, material costs, design services, administrative effort and other damages.
4. Project Information, Briefing and Duties to Cooperate
The contractual partner is obliged to provide ARAKNE before conclusion of the contract with all information required for calculation, design, material sourcing, production, loan, risk assessment and rights clearance.
This includes in particular the project type, client, participating brands, stylists, photographers, artists, models, agencies, production companies, publication media, territory of use, duration of use, commercial purpose, planned publications, budget, deadline, shooting or event date, desired pieces, sizes, measurements, styling concept, mood board, situation of use, expected stress on the pieces, place of use, transport route, return date, credit specifications and special risks.
ARAKNE may rely on the accuracy and completeness of the information provided. The contractual partner shall be liable for all consequences of incomplete, delayed, misleading or incorrect information.
5. Commissions and Custom Orders
Commissions, Custom Orders, special productions and individual commissioned works shall commence only once all required project information has been provided in full, the order or briefing form has been completed in full, open follow-up questions have been clarified, ARAKNE has accepted the order in writing and any agreed deposit has been received.
Unless otherwise agreed, the process of a commission comprises the following phases: enquiry and briefing, feasibility and budget review, offer or price range, acceptance and deposit, design and concept phase, material review and, where applicable, material sourcing, pattern or construction development, fitting or interim coordination, production, final fitting or final approval, handover, final invoice and, where applicable, use or publication in accordance with the agreed terms.
ARAKNE owes only the expressly agreed result. Reference images, mood boards, inspiration sources, third-party designs or general style directions serve only as orientation and do not create an obligation to copy, imitate or implement them identically.
ARAKNE is entitled to reject an enquiry or terminate an ongoing commission for good cause, in particular if the contractual partner fails to provide necessary information, fails to make payments, unrealistically shortens deadlines, materially changes project parameters or demands execution that is legally, technically, ethically or brand-wiseunacceptable.
6. Order Form and Start of Design Work
Where ARAKNE uses an order form, briefing form or measurement sheet, it must be completed fully, correctly and bindingly. Design work begins only after all requested information has been provided in full and any agreed deposit has been paid.
Subsequent adjustments to information in the order form are not automatically permitted. They become part of the contract only if expressly confirmed by ARAKNE in writing.
Changes to measurements, sizes, use, styling, publication purpose, deadline, colour palette, material, budget, number of pieces or technical requirements after the start of design work shall be deemed a change order and may trigger additional costs, new deadlines or a new feasibility review.
7. Fittings
Fittings, interim approvals and final coordination are owed only if expressly agreed. Scope, number, location and duration are determined by the respective agreement.
Changes may be communicated no later than one week before the last agreed fitting. If no fitting has been agreed, changes may be communicated no later than one week before the agreed completion or handover date.
After expiry of this deadline, there is no entitlement to changes. ARAKNE may refuse later changes or carry them out only against separate remuneration and an extension of deadlines. This applies even if the change appears desirable or necessary for the contractual partner due to the project.
Changes after the last fitting or within the final week before completion are deemed express changes. They will be charged according to actual effort, urgency, material use and production strain.
8. Prices
Prices are determined by the offer, order confirmation, invoice, loan sheet or separate agreement. Unless otherwise stated, all prices are exclusive of VAT, shipping, customs, insurance, special packaging, express costs, deposit, cleaning, repair, assistance, styling, travel expenses, out-of-pocket expenses and other ancillary costs.
For Custom Orders, commissions, special productions and artistic one-of-a-kind pieces, ARAKNE may state a price range or cost estimate instead of a fixed price. Such price range may be exceeded by ARAKNE by up to 20% if this is objectively justified by material prices, material availability, technical requirements, additional effort, change requests, express processing, third-party costs or incomplete project information.
ARAKNE will notify the contractual partner in advance of any excess beyond 20%, where possible before the service is performed. The contractual partner is obliged to state within a reasonable period whether the scope of services should be adjusted, the budget increased or the order billed to the extent already incurred. If no timely response is received, ARAKNE may suspend performance until clarification.
9. Payment
ARAKNE may require a deposit, advance payment, security deposit or full payment before performance for all B2B orders. For commissions, Custom Orders and special productions, a deposit is regularly a prerequisite for the start of design work, material sourcing and production planning.
Unless otherwise agreed, deposits are non-refundable to the extent that they cover expenses already incurred, reserved capacity, design services, material costs, third-party costs or administrative effort.
Unless otherwise agreed, invoices are due immediately upon receipt without deduction. The contractual partner is not entitled to withhold payments due to alleged counterclaims, defects or other objections unless the counterclaim has been finally adjudicated, is undisputed or has been acknowledged in writing by ARAKNE.
ARAKNE is entitled to withhold products, approvals, usage rights, files, final handovers, further services or returns until all due amounts have been paid in full.
10. Late Payments
In the event of late payment, the contractual partner shall owe statutory default interest for business transactions as well as reimbursement of all appropriate reminder, collection, legal and enforcement costs.
In the event of late payment, ARAKNE may immediately suspend further services, postpone deadlines, cancel reservations, reclaim loaned pieces, revoke usage rights or prohibit uses not yet published, to the extent legally permissible and objectively justified.
Late payment also entitles ARAKNE to provide future services only against advance payment or security deposit.
11. Retention of Title
Delivered products remain the property of ARAKNE until full payment of all claims arising from the respective business relationship.
The contractual partner may not resell, pledge, transfer by way of security, loan, rent, alter or allow third parties to use retained goods without ARAKNE’s express written consent.
In the event of third-party access to retained goods, in particular seizure, attachment or insolvency measures, the contractual partner must inform ARAKNE immediately in writing.
12. Delivery
Delivery, handover and completion dates are binding only if expressly confirmed in writing as fixed dates. Otherwise, they are non-binding target dates.
In B2B contracts, risk passes upon handover to the contractual partner, to a person designated by it, to a carrier or to a courier. This also applies where ARAKNE organises shipping, unless mandatory law provides otherwise.
Shipping, courier, insurance, customs, packaging, express handling and special logistics are at the cost and risk of the contractual partner unless expressly agreed otherwise.
13. Loans, Styling Loans and Showroom Use
The provision of ARAKNE products for shoots, editorials, campaigns, social media, music videos, film, stage, events, showrooms, press, red carpets or other professional purposes shall take place exclusively on the basis of an express agreement.
Loaned products remain the property of ARAKNE at all times. The contractual partner receives only a limited, non-transferable right of possession and use for the specifically agreed purpose, period, place and context.
Provision is generally subject to a loan fee, security deposit and reimbursement of all ancillary, shipping, cleaning, repair and damage costs. Free provision is effective only if expressly agreed in writing and constitutes a one-time exception.
Free provision in exchange for exposure, credits, tagging, visibility or other media-related consideration does not create any entitlement to future free loans, any reduction of customary loan fees or any transfer of usage rights beyond the specifically agreed purpose.
14. Exposure
If it is agreed in an individual case that no loan fee is payable, the following provision applies:
The free provision is made exclusively as a one-time goodwill exception in consideration of the specifically agreed visibility, publication and credit. It does not create any entitlement to future free provisions and does not constitute general approval of the pieces for further productions, publications, modifications or commercial uses.
All rights to design, pattern, construction, brand, look, artistic concept and product remain with ARAKNE. Any use outside the specifically agreed project requires ARAKNE’s prior written consent.
If the agreed visibility, credit or return is not provided without objectively justified reason, ARAKNE is entitled to charge the customary loan fee retroactively and assert further claims.
15. Minimum Depiction and Use Obligation for Loans
If ARAKNE provides pieces for a specific shoot, editorial, music video, event, social media format or campaign, a minimum depiction may be agreed.
The contractual partner undertakes, if the project is published, to visibly, recognizably and not merely incidentally depict at least the agreed number of pieces, provided the production is published as a whole and no objective production-related, technical or editorial reasons prevent this.
If no specific number is agreed, the contractual partner owes at least industry-standard, fair visibility appropriate to the scope of the provision where the provision is made wholly or partly in exchange for exposure, credit or collaboration value.
If the agreed depiction, or depiction reasonably expected based on the purpose of the provision, is not provided without justified reason, ARAKNE may claim the customary loan fee, reimbursement of expenses incurred and, where applicable, damages.
16. Returns
Loaned products must be returned no later than the agreed return date, complete, clean, dry, undamaged, securely packaged and with all accessories.
Late returns must be announced immediately. ARAKNE is entitled to charge an appropriate additional loan fee for each commenced day of late return. Further damages, in particular lost follow-up bookings, production losses or replacement sourcing costs, remain reserved.
The contractual partner is liable for late return, loss or damage even if caused by models, assistants, photographers, production staff, courier services, agencies, event organizers or other third parties operating within its sphere of responsibility.
17. Treatment of Loaned Pieces
Loaned products must be treated with the utmost care. They may be used only for the agreed purpose and within the agreed period.
Without ARAKNE’s prior written consent, it is prohibited to clean, dry-clean, wash, iron, steam, dye, glue, print, cut, sew, shorten, extend, repair, alter, impregnate, work on with safety pins, pins, clips, tape, adhesive or similar aids, or transfer loaned products to third parties.
The contractual partner must ensure that the products are not damaged by make-up, oil, perfume, smoke, sweat, drinks, food, paint, fake blood, water, rain, heat, sand, dirt, pets, sharp objects, extreme movement or other risks.
18. Damage, Loss and Replacement Value
The contractual partner is liable for all damage, staining, odours, missing parts, deformation, tears, marks, material damage, colour changes, make-up traces, burn marks, water stains, damage caused by pins or clips, improper cleaning, loss, theft and late return.
ARAKNE shall decide, based on professional assessment, whether damage is repairable. Repairs may be carried out only by ARAKNE or by persons approved by ARAKNE.
For repairable damage, the contractual partner shall bear all repair, material, cleaning, transport and administrative costs as well as any loss in value. In the event of irreparable damage, total loss, loss or theft, the contractual partner shall owe the replacement value. For one-of-a-kind pieces, Archive Pieces, Statement Pieces, Runway Pieces or non-reproducible products, the artistic and economic replacement value determined by ARAKNE shall be decisive, provided it is reasonable and comprehensible.
19. Subsequent Modifications and Tagging Notice
Subsequent modifications to ARAKNE products, in particular shortening, styling, sewing alterations, draping, deconstruction, repairs, additions, combinations with third-party elements or other changes, are prohibited without prior written consent.
If products are nevertheless altered without consent and subsequently published, the contractual partner must clearly and visibly state in every publication that the piece was subsequently modified and that the modification does not correspond to the original ARAKNE design.
Permissible wording includes, for example, “ARAKNE piece, modified by styling team”, “ARAKNE original, altered for production” or an equivalent clear designation. The designation must be made in such a way that no misleading attribution to ARAKNE’s original design work arises.
20. Credits, Tagging and Name Attribution
In every publication, public communication, editorial use, commercial use, social media publication, press publication, campaign, website use, video publication, event communication or other use, ARAKNE and, where applicable, the specifically agreed persons must be credited correctly, visibly and in accordance with industry standards.
Unless otherwise agreed, the credit must include at least “ARAKNE” as well as the agreed social media handle and, where applicable, the name Manuel Greil. In social media publications, ARAKNE must additionally be tagged in the image, video or caption, insofar as the respective platform allows this.
Credits may not be removed, shortened, misspelled, replaced by competing credits or placed in a manner that substantially impairs their visibility.
If an agreed credit is omitted, the contractual partner must correct the publication without undue delay. Further claims, in particular for damages, appropriate licence fee, subsequent loan fee or injunctive relief, remain reserved.
21. Copyrights
All drafts, designs, patterns, constructions, prototypes, sketches, mood boards, concepts, texts, images, product names, logos, collection elements, Statement Pieces, Archive Pieces and other creative works of ARAKNE remain the exclusive intellectual property of ARAKNE.
The contractual partner receives only those usage rights that are expressly granted in writing. In case of doubt, no usage right is transferred; only the physical use of the specific product within the agreed scope is permitted.
Without ARAKNE’s prior written consent, it is prohibited in particular to copy, imitate, reproduce, measure, disassemble, use as a template, provide to third parties for reproduction, incorporate into own collections, digitally reproduce, rebuild as a 3D asset, use as a sample or commercially develop ARAKNE products.
This applies particularly strictly to Statement Pieces, Archive Pieces, Runway Pieces, Custom Designs, one-of-a-kind pieces and limited products.
22. Intellectual Property
If the contractual partner creates images, videos or other content in the course of a production in which ARAKNE products are visible, the contractual partner grants ARAKNE, to the extent legally possible, a non-exclusive, worldwide, perpetual right to use such content for self-promotion, portfolio use, website, social media, press, presentation, archiving and documentation.
This grant of rights applies only to the extent that the contractual partner is entitled to grant such rights and no conflicting third-party rights exist, in particular rights of photographers, models, agencies, clients or media companies. The contractual partner is obliged to inform ARAKNE in advance of any restrictions.
Where ARAKNE uses content of the contractual partner, ARAKNE will provide industry-standard credits according to the information supplied.
23. Prohibition of Misleading Use
The contractual partner may not use ARAKNE products in any context that is unlawful, discriminatory, reputationally damaging, pornographic, extremist, glorifying violence, politically partisan, misleading or incompatible with the ARAKNE brand, unless ARAKNE has expressly consented to such use in writing.
ARAKNE may prohibit use or demand the immediate removal of publications if products are used in a non-agreed or brand-damaging context.
24. Exclusivity
Exclusivity in favor of the contractual partner exists only if expressly agreed in writing. Without such agreement, ARAKNE is entitled to offer identical or similar products, designs, services or collaborations to other persons, brands, agencies or productions.
Conversely, without ARAKNE’s consent, the contractual partner may not create the impression that ARAKNE is exclusively bound to a project, brand, agency, person or production.
25. Warranty
In purchase, work or commission contracts with business customers, the statutory duties of inspection and notification apply. The contractual partner must inspect delivered or handed-over products immediately upon receipt and notify ARAKNE of apparent defects without undue delay in writing, specifically and with meaningful photographs.
If timely and proper notification is not made, the goods or service shall be deemed approved to the extent legally permissible.
Minor material-related, handmade, artistic, pattern-related or production-related deviations shall not constitute defects if they do not substantially impair the agreed purpose. This applies in particular to handmade products, one-of-a-kind pieces, vintage materials, upcycling materials, deadstock fabrics, experimental constructions, Statement Pieces and limited designs.
Warranty is excluded to the extent that the defect is attributable to improper handling, incorrect storage, special use not disclosed, extreme stress, styling interventions, subsequent alteration, third-party repair, cleaning by third parties, transport within the contractual partner’s sphere of responsibility or failure to observe care and usage instructions.
26. Liability
ARAKNE shall be liable towards business customers only for damage caused intentionally or by gross negligence, to the extent legally permissible. Liability for slight negligence is excluded, except in cases of personal injury or mandatory statutory liability.
Liability for loss of profit, production downtime, loss of use, indirect damage, consequential damage, reputational damage, lost orders, third-party claims, costs of replacement production, costs of replacement styling or damage resulting from delayed publication is excluded to the extent legally permissible.
The contractual partner shall be liable to ARAKNE for all damage, costs and third-party claims arising from use contrary to the contract, missing rights, incorrect credits, unauthorised modifications, late return, damaged products, misleading publication or breach of these Terms and Conditions.
27. Product Safety, Material Information and Special Conditions of Use
ARAKNE provides material, care and safety information to the best of its knowledge on the basis of available information. For remnants, vintage materials, upcycling materials, deadstock fabrics, mixed materials or materials without complete manufacturer labelling, material compositions may be estimated or stated as approximate information.
The contractual partner is obliged to disclose special conditions of use in advance. These include, in particular, stage, dance, acrobatics, water, rain, fire, pyrotechnics, fake blood, body paint, heavy movement, animals, children, prolonged wear, outdoor use, extreme temperatures, heavy soiling, risky locations or other unusual stress factors.
If a special condition of use is not disclosed, ARAKNE shall not be liable for resulting damage, failures, material reactions, fit issues or safety risks, to the extent legally permissible.
28. Confidentiality
The contractual partner undertakes to keep confidential all non-public information concerning ARAKNE. This includes, in particular, prices, calculations, drafts, sketches, patterns, prototypes, materials, production methods, suppliers, internal processes, contract contents, unpublished collections, collaboration details and business strategies.
Such information may not be published, disclosed to third parties or exploited for own or third-party purposes without ARAKNE’s prior written consent.
The confidentiality obligation shall continue after termination of the contractual relationship.
29. Reference by ARAKNE
ARAKNE is entitled to name the contractual partner, the project and the nature of the collaboration as a reference, unless legitimate confidentiality interests conflict with this or otherwise expressly agreed in writing.
For unpublished projects, public reference will be made only after publication by the contractual partner or after approval.
30. Cancellation
If the contractual partner cancels or postpones a project, ARAKNE’s claims for remuneration of services already performed, reserved capacity, material costs, third-party costs, design services, administrative effort and other expenses remain unaffected.
In the event of cancellation after commissioning, ARAKNE is entitled to retain at least the deposit. If costs or damages already incurred exceed the deposit, ARAKNE may claim the excess amount.
In the event of short-notice cancellation within seven days before the agreed shooting, handover, fitting, event or completion date, ARAKNE may additionally claim an appropriate cancellation fee, provided ARAKNE was unable to otherwise use the reserved capacity.
31. Force Majeure
ARAKNE shall not be liable for delays or impediments to performance caused by events outside ARAKNE’s reasonable control. These include, in particular, illness, accident, official measures, supply chain problems, material shortages, transport delays, natural events, fire, strike, energy failure, IT failure, pandemic, war, unrest or other cases of force majeure.
In such cases, deadlines shall be extended appropriately. If performance becomes permanently impossible or unreasonable, either party may terminate the contract to the extent not yet performed. Services already performed and costs already incurred must be remunerated.
32. Transfer to Third Parties and Subletting
The contractual partner may not transfer, sublet, loan, sell, assign, use for other productions or otherwise provide ARAKNE products, in particular loaned pieces, to third parties without prior written consent.
This also applies within larger production structures, in particular towards other stylists, agencies, production companies, artists, models, clients, showrooms or brands, unless they have been expressly named as authorized users.
33. Set-Off and Retention
The contractual partner may set off only claims that are undisputed, finally adjudicated or acknowledged in writing by ARAKNE.
A right of retention exists only to the extent that it arises from the same contractual relationship and is mandatorily provided by law.
34. Electronic Communication
Amendments, supplements, approvals, grants of usage rights, credit agreements, exclusivities, price changes, deadline changes and other contract-relevant declarations must be made in writing or expressly confirmed by e-mail.
Oral side agreements are binding only if confirmed in writing or by e-mail.
35. Applicable Law
Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.
For all disputes arising out of or in connection with contracts with business customers, the court having subject-matter jurisdiction in Vienna shall have exclusive jurisdiction.
36. Severability Clause
Should individual provisions of these Terms and Conditions be or become wholly or partially invalid, unenforceable or contestable, the validity of the remaining provisions shall remain unaffected.
The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the original provision. To the extent that such validity-preserving interpretation is not legally permissible, the statutory provisions shall apply.