Terms & Conditions

General Terms and Conditions (GTC) of environomics GmbH

1. General Provisions / Scope of Application

1.1 These General Terms and Conditions (GTC) exclusively apply to all legal transactions between the client and the contractor (consultant), hereinafter referred to only as the contractor. The version valid at the time of contract conclusion is binding.

1.2 These General Terms and Conditions also apply to all future contractual relationships, even if not explicitly stated in additional contracts.

1.3 Contrary General Terms and Conditions of the client are invalid unless explicitly acknowledged in writing by the contractor.

1.4 In the event that individual provisions of these General Terms and Conditions are or become invalid, this does not affect the validity of the remaining provisions and contracts concluded under them. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

2. Scope of Consulting Services / Representation

2.1 The scope of a specific consulting assignment is contractually agreed upon in individual cases.

2.2 The contractor is entitled to have the tasks assigned to them, either entirely or partially, performed by third parties. Payment to the third party is solely made by the contractor themselves. There is no direct contractual relationship between the third party and the client.

2.3 The client undertakes, during and for a period of three years after termination of this contract, not to enter into any business relationships of any kind with individuals or companies used by the contractor to fulfill their contractual obligations. The client will especially not engage these individuals and companies for similar consulting services that the contractor also offers.2

3. Obligation to Provide Information by the Client / Declaration of Completeness

3.1 The client ensures that the organizational framework conditions at their place of business allow for undisturbed work conducive to the rapid progress of the consulting process.

3.2 The client will provide comprehensive information to the contractor about previous and/or ongoing consultations – even in other fields – carried out before.

3.3 The client ensures that all documents necessary for the fulfillment and execution of the consulting assignment are submitted to the contractor in a timely manner, and that they are informed of all events and circumstances relevant to the execution of the consulting assignment. This also applies to all documents, events, and circumstances that become known during the consultant’s activity.

3.4 The client ensures that their employees and the legally required and, if applicable, established employee representation (works council) are informed about this before the consultant’s activity begins.

4. Ensuring Independence

4.1 The parties undertake to mutual loyalty.

4.2 The parties mutually undertake to take all necessary precautions to prevent endangering the independence of the commissioned third parties and employees of the contractor. This applies in particular to offers from the client for employment or the assumption of contracts on their own account.

5. Reporting Obligation

5.1 The contractor undertakes to report on their work, that of their employees, and if applicable, that of contracted third parties, according to the progress of the work to the client.

5.2 The final report will be provided to the client in a timely

manner, i.e., two to four weeks, depending on the nature and scope of the consulting assignment, after completion of the assignment.3

5.3 The contractor is free from instructions in the production of the agreed work, acting at their own discretion and in their own responsibility. They are not bound to a specific workplace or working hours.

6. Protection of Intellectual Property

6.1 The copyright to the works created by the contractor and their employees and contracted third parties (especially offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remains with the contractor. They may only be used by the client for the purposes covered by the contract during and after the termination of the contractual relationship. The client is not authorized to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances does unauthorized reproduction/distribution of the work lead to liability of the contractor – especially for the correctness of the work – towards third parties.

6.2 The client’s violation of these provisions entitles the contractor to immediate termination of the contractual relationship and assertion of other legal claims, especially for injunction and/or damages.

7. Warranty

7.1 The contractor is entitled and obliged to rectify any inaccuracies and defects in their services, regardless of fault, within the framework of the statutory warranty. They will immediately inform the client thereof.

7.2 This claim of the client expires six months after the provision of the respective service.

8. Liability / Damages

8.1 The contractor is liable to the client for damages – except for personal injury – only in cases of gross negligence (intent orgross negligence). This also applies mutatis mutandis to damages attributable to third parties engaged by the contractor.

8.2 Claims for damages by the client can only be asserted within six months from knowledge of the damage and the person4 causing it, but in any case within three years from the event giving rise to the claim.

8.3 The client must prove that the damage is due to the fault of the contractor.

8.4 If the contractor performs the work with the assistance 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 hold these third parties accountable.

8.5 The liability of the contractor is limited in total to the amount of the insurance sum available to the contractor at the time of the specific damage occurrence and the respective specific damage time for the contractor’s professional liability insurance, in amount. This maximum amount includes all claims against the contractor, especially for damages and price reduction. This maximum amount refers to one insurance event. If there are two or more competing injured parties, the maximum amount for each individual injured party is to be reduced in proportion to the amount of the claims.

9. Confidentiality / Data Protection

9.1 The contractor commits to absolute confidentiality regarding all business matters, in particular business and trade secrets, and any information they receive about the nature, scope, and practical activities of the client.

9.2 Furthermore, the contractor commits to maintain confidentiality regarding the entire content of the work, as well as all information and circumstances that have come to their attention in connection with the creation of the work, including the data of the client’s clients, vis-à-vis third parties.

9.3 The contractor is released from the obligation of confidentiality towards any assistants and proxies they employ. However, they must fully impose confidentiality obligations on these individuals and are liable for their breach of the obligation of secrecy as for their own breach.

9.4 The obligation of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed disclosure obligations. 9.5 The contractor is authorized to process personal data entrusted to them within the framework of the purpose of the contractual relationship. The client assures the contractor that all necessary measures, especially those within the meaning of data protection law, such as consent declarations from those affected, have been taken.

10. Fee

10.1 After completion of the agreed work, the contractor will receive a fee according to the agreement between the client and the contractor. The contractor is entitled to submit interim invoices and demand corresponding advances according to the progress of the work. The fee is due upon invoicing by the contractor.

10.2 The contractor shall issue an invoice eligible for input tax deduction with all legally required features.

10.3 Incurred cash expenses, expenses, travel costs, etc., shall be reimbursed by the client upon invoicing by the contractor.

10.4 If the execution of the agreed work is prevented due to 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 minus saved expenses. In the case of an hourly fee agreement, the fee for the number of hours expected for the entire agreed work, minus the saved expenses, shall be paid. The saved expenses are capped at a maximum of 30 percent of the fee for those services that the contractor has not yet provided until the termination date of the contractual relationship, agreed upon in terms of amount. In the event of termination of the contract according to point 12.3, the client shall reimburse all services provided until the termination date at least in the amount of the agreed hourly fee.

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

11. Electronic Invoicing

11.1 The contractor is authorized to transmit invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by the contractor.

12. Duration of the Contract

12.1 This contract ends, unless otherwise stated below, upon completion of the project and the corresponding invoicing.

12.2 Nevertheless, the contract can be terminated by either party at any time for important reasons without observing a notice period. An important reason is particularly considered to be:

• If a party to the contract violates essential contractual obligations, or

• If a party to the contract defaults on payment after the initiation of insolvency proceedings, or

• If justified concerns exist regarding the creditworthiness of a party to the contract, for which no insolvency proceedings have been initiated, and this party, upon request of the contractor, neither makes advance payments nor provides adequate security before the contractor’s performance, and the poor financial situation of the other party to the contract was not known at the time of contract conclusion.

13. Final Provisions

13.1 The parties confirm that all information in the contract has been provided conscientiously and truthfully, and undertake to promptly inform each other of any changes.

13.2 Changes to the contract and these GTC require written form; likewise, a departure from this formal requirement. Oral collateral agreements do not exist.

13.3 This contract is subject to substantive Austrian law, excluding the rules of conflict of laws and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of business of the contractor. For disputes, the court at the place of business of the contractor is competent.