Legal
Terms and Conditions
These terms govern every engagement between [COMPANY LEGAL NAME] ("ProperScaler", "we") and the client ("you"). By signing an offer, paying an invoice or instructing us to begin work, you accept them. Any conflicting terms of your own apply only if we have agreed to them in writing.
1. Scope
We provide marketing and traffic-acquisition services on the X platform (formerly Twitter): account positioning, content production, posting, replies, inbound message handling and reporting. The exact scope of your engagement is set out in the offer or statement of work you signed. Where that document and these terms disagree, that document wins.
2. How the service is delivered
- We act as a service provider, not as your employee, agent or legal representative.
- We may use subcontractors and freelancers. We remain responsible for their work.
- You grant us the access we need to your X account, or you post content we supply. Which of the two applies is set out in your offer.
- We may show anonymised performance data as part of our own marketing. We will not name you without written permission.
No guaranteed results
We do not guarantee any specific number of followers, impressions, clicks, leads, sales or revenue. Reach on X depends on the platform's algorithm, your offer and market conditions, none of which we control. Any figures we discuss are estimates based on past work, not commitments.
3. Fees and payment
- Fees, billing period and currency are set out in your offer. Unless stated otherwise, fees are billed monthly in advance.
- Invoices are payable within [X] days of the invoice date.
- All prices are [net of / including] Austrian VAT, applied where legally required. For business clients inside the EU with a valid VAT ID, the reverse-charge procedure applies.
- Late payment allows us to charge statutory default interest and to suspend work until the account is settled.
- Third-party costs (ads, tools, subscriptions) are yours unless the offer says we cover them.
4. What we need from you
- Accurate information about your business, your offer and your claims.
- Rights to any material you give us — logos, images, copy, testimonials.
- Reasonable response times on approvals. Where an approval is outstanding for more than [X] business days, we may proceed with the last approved direction.
- Compliance with the X Terms of Service and applicable advertising and consumer law. We will not publish claims we believe to be false, misleading or unlawful.
5. Term, renewal and cancellation
The minimum term is stated in your offer. Unless cancelled in writing at least [X] days before the end of the current term, the engagement renews for the same period. Either party may terminate immediately for material breach that is not cured within 14 days of written notice. Fees for a term already begun are not refunded, except where mandatory law says otherwise.
Consumers within the meaning of the Austrian KSchG may have a statutory 14-day right of withdrawal for distance contracts. Where that right applies, it is explained separately before the contract is concluded.
6. Liability
We are liable without limit for damage caused intentionally or by gross negligence, and for personal injury. For slight negligence, our liability is limited to foreseeable damage typical for this kind of contract, and in total to the fees you paid us in the [12] months before the event. We are not liable for indirect or consequential loss, lost profit, or loss of data.
We are not liable for actions taken by X Corp., including rate limits, reach changes, suspensions or account restrictions, unless the action was caused by our gross negligence.
7. Intellectual property and confidentiality
You keep ownership of your brand, your material and your account. Content we produce for you transfers to you on full payment, for use in connection with your business. Our internal methods, templates, prompts, tooling and processes stay ours.
Both sides keep the other's non-public information confidential, during the engagement and for three years after it ends.
8. Governing law and venue
Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For business clients, the exclusive place of jurisdiction is [COURT / CITY], Austria. For consumers, the statutory venue rules apply.
If a provision of these terms is invalid, the rest stays in force and the invalid provision is replaced by the valid one closest to its intent.