TERMS AND CONDITIONS

1. SCOPE

 

1.1      These general terms and conditions apply exclusively to all legal transactions between the client and the contractor.

1.2     Conflicting general terms and conditions of the customer are invalid unless they are expressly recognized in writing by the contractor.

1.3     In the event that individual provisions of these General Terms and Conditions are ineffective, this does not affect the validity of the remaining provisions and the contracts concluded on their basis. The ineffective provision is to be replaced by an effective provision that comes closest in meaning and economic purpose.

 

2. SCOPE OF THE ORDER

 

2.1     The scope of a specific order is contractually agreed on a case-by-case basis.

2.2    The contractor is entitled to have some of the tasks incumbent on him performed by third parties. The third party is paid exclusively by the contractor himself. There is no direct contractual relationship whatsoever between the third party and the client.

 

3. CLIENT'S OBLIGATION TO DISCLOSURE

  

3.1     The client will also inform the contractor about previous and/or ongoing consultations - also in other specialist areas.

3.2    The client ensures that the contractor is provided with all information necessary for the fulfillment and execution of the order in a timely manner and that he is informed of all processes and circumstances that are important for the execution of the consulting order.

 

  

4. PROTECTION OF INTELLECTUAL PROPERTY

 

4.1     The copyrights to the works created by the contractor and his employees and commissioned third parties remain with the contractor. They may only be used by the customer during and after the end of the contractual relationship for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work without the express consent of the contractor. Under no circumstances will the Contractor be liable to third parties as a result of unauthorized duplication/distribution of the work, in particular for the correctness of the work.

4.2    If the client violates these provisions, the contractor is entitled to terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or compensation.

 

5. WARRANTY

 

5.1     The contractor is entitled and obliged, regardless of fault, to rectify any defects in its performance that become known. He will inform the customer of this immediately.

5.2    This claim of the client expires six months after the respective service has been rendered.

 

6. LIABILITY / DAMAGES

 

6.1     The contractor is only liable to the client for damage - with the exception of personal injury - in the event of intent or gross negligence. This also applies mutatis mutandis to damage caused by third parties called in by the contractor.

6.2    Claims for damages by the client can only be asserted within six months of becoming aware of the damage and the party responsible for the damage, but at the latest within 1 year of the event giving rise to the claim.

6.3    The client must provide evidence that the damage is due to the fault of the contractor.

6.4    If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client will primarily rely on these third parties.

 

7. CONFIDENTIALITY

 

7 .1    Within the scope of the order, the contractor will receive information from the client or develop it for him. This may occur in connection with the engagement or services to the client or the entering the client's premises and facilities, attending conferences and meetings or accessing client's documents, materials, IT systems or other information (whether written, oral or or by electronic data transmission). Some or all of this information may be confidential information and not generally known or not available to the public (“Confidential Information”).

7.2    The contractor agrees to treat all confidential information as strictly confidential.

7.3    The contractor shall not copy, reproduce or disclose confidential information without the prior consent of the client, unless disclosure is required by applicable law or regulation. In such a case, the contractor will first consult with the client to consider the reasonable requirements of the client regarding the proposed form, timing, nature and scope of the disclosure.

7.4    All confidential information will only be used by the contractor to advise or perform relevant agreements and/or to provide services to the client and not for any other purpose without the client's prior written consent.

7.5    The contractor will take all reasonable steps to ensure the security of confidential information in its possession or under its control and to prevent unauthorized access by third parties. The contractor will inform the client immediately if he finds that confidential information has been passed on to unauthorized third parties.

7.6    The provisions on non-disclosure also apply to third parties if the contractor has tasks incumbent on him performed in part by the third parties.

 

8. FEE

 

8.1     After the order has been placed, the contractor is entitled to submit a down payment invoice for the agreed fee of up to 50% of the order value. In addition, the contractor is entitled to submit interim invoices according to the progress of the work. The fee is due upon invoicing by the contractor.

8.2    The contractor will issue invoices with all legally required features that entitles the client to deduct VAT..

8.3    Any cash expenses, expenses, travel expenses, etc. incurred are to be additionally reimbursed by the client against the contractor's invoice.

8.4    If the agreed work is not carried out for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor retains the right to payment of the entire agreed fee less saved expenses. Any advance payments already made remain unaffected by this and will not be reimbursed by the contractor to the client.

8.5    In the event of non-payment of interim invoices, the contractor is released from his obligation to provide further services. However, this does not affect the assertion of further claims by the contractor resulting from non-payment.

 

 

9. ELECTRONIC ACCOUNTING

 

9.1     The contractor is entitled to send invoices to the client in electronic form. The client expressly agrees to the contractor sending invoices in electronic form.

 

10. DURATION OF CONTRACT

 

10.1    The contract generally ends with the conclusion of the order.

10.2   Irrespective of this, the contract can be terminated by either party at any time for important reasons without observing a period of notice. An important reason is, in particular, if a contractual partner breaches essential contractual obligations or if a contractual partner defaults on payment after the opening of insolvency proceedings.

 

11. FINAL PROVISIONS

 

11.1     The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other of any changes immediately.

11.2    Changes to the contract and these General Terms and Conditions must be in writing, as well as a departure from this formal requirement. Verbal collateral agreements do not exist.

11.3    Austrian law is applicable to this contract, excluding the reference norms of private international law. The place of fulfillment is the place of business establishment of the contractor. The court at the place of business of the contractor is responsible for disputes.

 

12. MEDIATION CLAUSE

 

12.1    In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to consult registered mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the business mediators or on the content, legal steps will be taken at the earliest one month after the failure of the negotiations.

12.2   In the event that mediation does not take place or is aborted, Austrian law applies to any court proceedings that may have been initiated. All necessary expenses incurred as a result of previous mediation, in particular those for legal advisors consulted, can be claimed as “pre-trial costs” in court or arbitration proceedings as agreed.