GENERAL TERMS AND CONDITIONS

  1. Scope of Application
  2. These General Terms and Conditions (hereinafter referred to as „GTC“) govern the contractual relationship between „Die Fee Agentur GmbH“, FN 613134v (hereinafter referred to as „Fee“), and its clients (hereinafter referred to as the „Contractual Partner“). These GTC apply to all services and deliveries offered and provided by „Fee“, including all related ancillary transactions and other services.
  3. These GTC apply irrespective of whether „Fee“ performs the services itself or commissions a third party („Third Party“) to do so.
  4. Any terms and conditions of the Contracting Party that conflict with or deviate from these GTC shall not be accepted and are deemed not to have been agreed upon, even if „Fee“ does not explicitly object to them. Acts of contract performance by „Fee“ shall not be deemed acceptance of any such conflicting or deviating terms. In case of doubt, the GTC of „Fee“ shall prevail.
  5. Any deviating terms, oral side agreements, amendments or supplements to these conditions and their annexes shall require a written agreement between both Contractual Parties. This also applies to any waiver of this formal requirement.
  6. Within the scope of an ongoing business relationship, these GTC shall also apply to future services as defined in Clause I.1, even if not expressly agreed again.
  1. Cost Estimates, Preliminary Work, Offers
  2. Cost estimates are generally subject to a charge and will be invoiced at an hourly rate of EUR 150.00 (net). Any fee paid for a cost estimate will be credited if a contract is awarded based on that estimate.
    • Cost estimates are non-binding. They are prepared with due professional care, but „Fee“ assumes no liability for their accuracy.
    • If, after the order has been placed, the actual costs exceed the estimated amount by more than 15%, „Fee“ shall promptly notify the Contractual Partner. The overrun shall be deemed accepted unless the Contractual Partner objects in writing within three days of the notice and simultaneously proposes more cost-effective alternatives. In the case of unavoidable cost overruns of up to 15%, no separate notification is required, and such costs may be invoiced without restriction.
  3. Preliminary work performed by „Fee“ in preparation for the main service (such as presentations, concepts, drafts, recruitment, other agency services, training, etc.) may be charged in full, including all related personnel, material, and third-party expenses, even if they are not subsequently executed for any reason. Payment for such efforts does not entitle the Contractual Partner to any rights of use or exploitation, and they may not be used in any form.
    • If „Fee“ does not receive a contract following a presentation, all services provided, particularly presentation materials and their content, shall remain the sole property of „Fee“. The Contractual Partner shall not be entitled to use these materials in any way, regardless of whether the ideas and concepts are protected under copyright law.
    • Unexecuted preliminary work (such as concepts, drafts, etc.) shall be returned to „Fee“ without delay. „Fee“ reserves the right to use any such unimplemented ideas, concepts, etc. for other clients.
    • The Contractual Partner may not disclose, publish, reproduce, distribute, or otherwise exploit any presentation materials without the express consent of „Fee“. For each objective breach of these obligations, the Contractual Partner shall pay „Fee“ a contractual penalty of EUR 10,000.00 per incident, irrespective of fault and without invoking the defense of continued violation. This does not affect „Fee“’s right to claim further damages exceeding the penalty. Any contractual penalty paid shall not be deducted from additional damage claims by „Fee“.
  4. Offers made by „Fee“ are non-binding and subject to change. By placing an order, the Contractual Partner makes a binding offer to contract. „Fee“ reserves the right to reject the order within 14 days of receipt without providing reasons.
  • Contractual Relationship, Order, Contract Conclusion, Prices
  1. „Fee“ enters into a written agreement with the Contractual Partner or receives an appropriate order for the provision of (service) deliverables based on these GTC. The scope of services to be rendered by „Fee“ and the corresponding remuneration shall be determined by the Contractual Partner’s order, the service description, or the written agreement. The Contractual Partner is obliged to pay the agreed remuneration for each service utilized. Any subsequent changes to the scope of services require a written agreement.
  2. The commencement and termination of the contractual relationship are defined by the respective written agreement or order confirmation.
    • The right to terminate without notice for good cause remains unaffected. Good cause shall in particular include:
  • the filing or opening of bankruptcy or other insolvency proceedings against the Contractual Partner, or their rejection due to lack of assets;
  • material breaches of contract by the other party which are not remedied within a grace period set in a written notice.
    • Any termination for good cause must be effected by registered mail with return receipt or via courier in order to provide proof of delivery.
    • Upon termination, all services initiated by „Fee“ prior to the termination date shall be completed under the agreed terms and conditions.
    • In the event of termination for reasons attributable to the Contractual Partner, „Fee“ shall be released from all further obligations upon receipt of the termination notice. „Fee“ shall also be entitled to suspend outstanding services and demand advance payment. Services already commenced may be halted and invoiced on a pro rata basis. Services not yet commenced at that time need not be provided.
  1. If the Contractual Partner has granted „Fee“ exclusive rights to perform the contractual services within the defined business field and territory, the Contractual Partner agrees not to enter into equivalent or similar agreements with third parties or perform such services themselves for the duration of the cooperation. It is expressly noted that „Fee“ remains entitled to provide similar services to other companies. There is no obligation to inform the Contractual Partner thereof.
  2. All services rendered and deliveries made by „Fee“, including all related ancillary and additional services, are based exclusively on these GTC. Deviations, oral side agreements, amendments or supplements shall only take precedence over these GTC if expressly agreed in writing for the specific business case. This applies equally to any waiver of this written form requirement.
  3. Both oral and written orders shall only be deemed accepted upon receipt of a written order confirmation by „Fee“. The content of the contract shall be solely determined by the order confirmation and these GTC.
    • The Contractual Partner is obliged to review the order confirmation and immediately raise any objections in writing.
    • In the event services are rendered without a written order confirmation, the applicability of these GTC remains unaffected.
    • Purchasing terms of the Contractual Partner or changes to the contract shall only be binding if acknowledged in writing by „Fee“.
    • Telegraphic, telephonic or verbal amendments, supplements or side agreements require written confirmation by „Fee“ in order to be valid.
    • Unless otherwise agreed, changes to the order or additional work may be charged at appropriate rates. In such cases, any agreed delivery time shall be reasonably extended. Technical modifications or deviations in the execution of an order are permitted if they are unavoidable.
  4. The conclusion of the contract is subject to the reservation that „Fee“ shall not be held liable in the event of non-delivery or improper delivery by third parties. If performance is unavailable or only partially available, the Contractual Partner shall be informed without undue delay, and in the event of withdrawal, any advance payments shall be refunded immediately. „Fee“ shall not be liable for any resulting damages.
  5. Unless otherwise agreed, all prices are exclusive of VAT. The statutory VAT shall be added in invoicing.
    • Additional or special services not covered by the agreed remuneration shall be invoiced based on actual effort and documented costs. Such invoices must be paid within three days of receipt without deduction. Any cash expenses incurred by „Fee“ in this context shall be reimbursed by the Contractual Partner.
    • If labor costs change due to statutory, collective bargaining, or internal agreements, or if other cost factors necessary for service provision (e.g., materials, energy, transport, third-party services, financing, etc.) change, „Fee“ shall be entitled to adjust prices accordingly. In particular, „Fee“ may adjust prices for personnel services during ongoing projects as soon as such changes take effect legally or contractually.
    • Travel, per diem, and accommodation costs shall be invoiced separately in accordance with current rates. Travel time shall be deemed working time.
    • The remuneration for ongoing services agreed in the written agreement or order shall be subject to value adjustment based on the Austrian Consumer Price Index (CPI 2020) or its legal successor. The index value at the time of contract conclusion shall be the basis for calculation; for later changes, the most recent index shall apply. „Fee“ may claim increases based on index adjustments immediately. A waiver of index adjustment requires an express written declaration. The validity of the value adjustment clause is considered fundamental to the agreement.
  1. Performance of Contract, Duties of Cooperation of the Contractual Partner
  2. The selection of personnel to provide the contractual services shall be at the sole discretion of „Fee“. „Fee“ is entitled to subcontract the performance of any or all agreed services to third parties. „Fee“ also reserves the right to change the equipment and measures used for service delivery at its sole discretion. However, „Fee“ shall remain the sole contractual and contact partner for the overall service agreed with the Contractual Partner. When engaging third parties, „Fee“ undertakes to select them carefully and to ensure that they possess the necessary professional qualifications.
  3. Any agreements regarding deadlines or timelines must be documented in writing. Delivery deadlines will be met where possible but are always non-binding.
    • The Contractual Partner shall only be entitled to enforce statutory remedies for delay after granting „Fee“ a reasonable grace period of at least 14 days. This period shall begin upon receipt of a formal written notice of default.
    • If this grace period expires without result, the Contractual Partner may withdraw from the contract. „Fee“ shall only be liable for damages due to delay if caused by willful misconduct or gross negligence.
    • Unavoidable or unforeseeable events — especially delays caused by „Fee“’s suppliers or subcontractors — shall release „Fee“ from any obligation to comply with agreed delivery dates. The same applies if the Contractual Partner is in delay with any obligations necessary for the execution of the order (e.g., provision of documents or information). In such cases, any agreed delivery date shall be postponed at least by the duration of the delay. „Fee“ shall not be held responsible for any delays or cost increases caused by incorrect, incomplete, or subsequently amended information or documents provided by the Contractual Partner. The Contractual Partner shall bear any additional costs arising from such delays.
  4. All deliverables provided by „Fee“ must be reviewed and approved by the Contractual Partner within three (3) days. If no approval is issued in time, the deliverables shall be deemed approved.
  5. The Contractual Partner shall promptly provide „Fee“ with all information and documentation necessary for the performance of the services. The Contractual Partner shall also notify „Fee“ of any developments relevant to the execution of the contract, even if these arise during contract performance. Any additional work caused by incorrect, incomplete, or subsequently changed information shall be borne by the Contractual Partner, including any repetitions or delays.
  6. If the Contractual Partner provides materials or documents to „Fee“ for performance of the contract, the Contractual Partner shall ensure that such materials are free from third-party intellectual property or trademark rights. „Fee“ assumes no liability for the infringement of such rights. Should „Fee“ be held liable by third parties due to such infringement, the Contractual Partner agrees to fully indemnify and hold „Fee“ harmless and to compensate „Fee“ for any resulting damages.
  1. Provision of Personnel
  2. If personnel services are agreed with the Contractual Partner, performance of the contract shall be fulfilled through workers who are willing and suitable to perform the respective services, in accordance with the written agreement or order concluded with the Contractual Partner. „Fee“ is entitled to replace any personnel named in the agreement or already assigned with other equally qualified individuals at any time.
  3. The subject of such personnel services is solely the provision of workers, not the achievement of specific results. No success or particular work outcome is owed. The Contractual Partner shall not instruct the deployed workers to carry out tasks for which they are not qualified.
  4. The commencement, duration, and location of the respective deployment shall be specified exclusively in the written agreement or the assignment.
  5. For the provision of services as agreed in the written contract or order, „Fee“ shall charge the hourly rate (plus statutory VAT) per worker or a flat fee (plus statutory VAT) as stipulated in the agreement. If an order is placed without a prior offer from „Fee“, „Fee“ shall be entitled to charge a fee corresponding to its standard rates or a reasonable remuneration. Each worker shall record their hours worked, and these activity logs shall serve as the basis for „Fee“’s invoicing. In case of a dispute, the burden of proof that the recorded hours were not worked lies with the Contractual Partner.
  6. Unless another invoicing period is expressly agreed, invoicing shall take place immediately after completion of the service. As a rule, „Fee“ is entitled to invoice weekly. If personnel services extend beyond one month, monthly invoicing in arrears shall apply by default. „Fee“ may, however, choose to invoice weekly even in such cases.
  7. It is expressly agreed that the Contractual Partner is prohibited from entering into any employment or contractual relationship — directly or indirectly, including through affiliated companies or third parties — with any „Fee“ worker or any worker placed or otherwise made available by „Fee“ during the term of the agreement and for a period of at least 24 months after its termination, without „Fee“’s express written consent. „Affiliated companies“ shall include any entity pursuant to §§ 15 et seq. of the Austrian Stock Corporation Act (AktG), and all companies in which the Contractual Partner or its direct or indirect shareholders (individually or jointly) hold at least 25% of the registered capital. In the event of a breach of this provision, the Contractual Partner shall pay „Fee“ liquidated damages of EUR 20,000.00 per worker.
  8. If a „Fee“ worker becomes unavailable for contractual performance for important reasons — particularly illness — „Fee“ will endeavor to provide a suitable replacement. If no substitute is available, „Fee“ shall inform the Contractual Partner without delay. In such a case, the Contractual Partner shall not owe any compensation for the portion of services that was to be performed by the unavailable worker.
    • No further claims may be asserted by the Contractual Partner in connection with such an absence.
    • If the Contractual Partner fails to utilize the workers provided for reasons not attributable to „Fee“, the Contractual Partner remains obligated to pay the full agreed compensation. This applies even if the workers are not used due to force majeure or other unavoidable events.
  9. „Fee“ shall not be liable for damages caused by minor negligence on the part of its workers in the performance of contractual obligations, nor for consequential damages. The burden of proof for gross negligence lies with the Contractual Partner or the injured party.
    • „Fee“ is also not liable for damages resulting from the execution of instructions issued by the Contractual Partner to the workers.
    • Any claim against „Fee“ shall lapse if the Contractual Partner does not notify the damage in writing without undue delay and, in the event of refusal of liability by „Fee“, fails to assert the claim in court within six months. This also applies accordingly to warranty claims.
  10. „Fee“ is only obligated to provide specially qualified workers if such qualifications are explicitly stated in the written agreement or order.
  11. The workers shall wear the work clothing specified in the agreement. The Contractual Partner agrees that the workers may wear a badge identifying them as associated with „Fee“.
  12. „Fee“’s personnel are not authorized to make legal declarations on behalf of the Contractual Partner, nor to collect payments.
  1. Payment and Default in Payment
  2. Unless otherwise expressly agreed in an individual case, „Fee“’s entitlement to remuneration arises upon performance of the contractual service. All deliveries and services rendered by „Fee“ shall be payable net, without any deductions, immediately upon receipt of the invoice. Any discounts (skonto) require a separate written agreement and will only be accepted within the agreed framework. Payments by the Contractual Partner shall be deemed made only upon receipt in „Fee“’s business account. „Fee“ reserves the right to modify payment terms for individual customers. „Fee“ is entitled to request advance payments, particularly for new customers.
  3. If the Contractual Partner is in default with any agreed (partial) payment or other contractual obligations — regardless of fault — „Fee“ may, without prejudice to claims for further damages:
    • suspend its own performance until payment of the outstanding amount;
    • declare the entire remaining purchase price due immediately;
    • set a grace period and, if unmet, withdraw from the contract, even if it has already been partially fulfilled;
    • terminate all delivery and performance obligations and withhold further services, request advance payment or securities, or withdraw from the contract after setting a reasonable grace period;
    • In the event of default, the following also applies:
    • default interest of 1.5% per month shall be deemed agreed without requiring a reminder; „Fee“ is entitled to compound interest from the date of delivery;
    • any agreed discounts shall lapse in respect to all (partial) payments;
    • the Contractual Partner undertakes to reimburse all costs, expenses, and disbursements incurred by „Fee“ in pursuing its justified claims, including the statutory fees of a licensed collection agency up to the maximum rates provided in the relevant Austrian regulations (BMwA Ordinance, BGBl 1996/141 as amended). If „Fee“ manages dunning internally, the Contractual Partner shall pay EUR 15.00 per reminder and EUR 5.00 per half-year for account tracking;
  4. the Contractual Partner shall compensate „Fee“ for all additional damages, in particular any increased interest costs incurred by „Fee“ due to the default.
  5. If the Contractual Partner’s financial condition materially deteriorates after conclusion of the contract — especially upon initiation of insolvency proceedings or enforcement measures — all previously granted payment terms shall lapse, and the entire amount shall become immediately due. Further deliveries or services will only be rendered against advance payment.
  6. The Contractual Partner is not entitled to withhold payments on the grounds of incomplete total delivery, warranty or guarantee claims, or complaints.
  7. The Contractual Partner is not entitled to set off claims against „Fee“ unless such counterclaims have been recognized by „Fee“ in writing or have been judicially determined.
  8. A right of retention may only be asserted by the Contractual Partner with regard to claims that are legally established or expressly acknowledged by „Fee“ and that are legally connected to „Fee“’s own claims.
  • Termination of Contract
  1. In the event of default in acceptance or other important reasons — in particular insolvency of the Contractual Partner or rejection of insolvency proceedings due to insufficient assets — as well as in the case of payment default, including default on partial payments, „Fee“ shall be entitled to withdraw from the contract, provided it has not yet been fully performed by both parties.
  2. If default occurs under a contract which would not have been concluded without another contract being in place (economically linked contracts), „Fee“ shall be entitled to withdraw from both contracts.
  3. If partial deliveries have been agreed and the Contractual Partner is in default with payment for any partial delivery, „Fee“ may declare its withdrawal in relation to both the affected partial delivery and all other outstanding services.
  4. Withdrawal by „Fee“ shall result in a full reversal of any services already rendered.
    • „Fee“ is entitled to claim either full compensation for damages or a lump-sum compensation of 30% of the gross invoice amount, without prejudice to claims for further damages.
    • „Fee“ is further entitled to request the return of delivered goods at the expense and risk of the Contractual Partner. Any decrease in value of the goods in the meantime shall be borne by the Contractual Partner.
    • Completed or semi-finished goods that have not yet been delivered may be provided to the Contractual Partner at its expense and risk, at a prorated sales price, and, in the event of refusal to accept, stored in „Fee“’s or a third party’s rented storage facilities at the Contractual Partner’s cost and risk. In such cases, „Fee“ is released from further contractual obligations.
  5. If the Contractual Partner withdraws from the contract without being legally entitled to do so, or seeks cancellation of the contract, „Fee“ shall have the right to choose between enforcing the contract or agreeing to the cancellation. In the latter case, the Contractual Partner shall be obliged to pay, at „Fee“’s discretion, either:
  • reimbursement of all incurred third-party costs and a lump-sum compensation of
  • 30% of the gross invoice amount if cancellation occurs up to 30 days before the project start,
  • 50% of the gross invoice amount if cancellation occurs between 29 and 15 days before the project start,
  • 100% of the gross invoice amount if cancellation occurs 14 days or less before the project start;
  1. or compensation for actual damages incurred.
  2. For contracts concluded via distance selling (§§ 5a et seq. Austrian Consumer Protection Act), the consumer has the right to withdraw from the contract within 14 days. This period begins upon receipt of goods or, in the case of services, on the day of contract conclusion. Sending the cancellation notice within this period by registered mail is sufficient.
  3. If the consumer exercises this right of withdrawal, they must bear the costs of returning the goods. The right of withdrawal does not apply to contracts for goods made to the Contractual Partner’s specifications or clearly tailored to personal needs (e.g., custom-made items, personalized products). If „Fee“, at the consumer’s request, begins performing services during the withdrawal period, a reasonable fee corresponding to the portion of services already rendered shall be paid by the consumer.
  • Retention of Title and Assignment of Claims
  1. All goods delivered by „Fee“ shall remain the sole property of „Fee“ until full satisfaction of all obligations of the Contractual Partner. „Fee“ expressly retains title to all delivered items until such obligations are completely fulfilled.
  2. The Contractual Partner shall comply with all legal formalities necessary to preserve this retention of title, in particular protecting the goods from devaluation and insuring them adequately at their own expense against fire, burglary, theft, and water damage.
  3. As long as the retention of title remains in force, the Contractual Partner may not dispose of the goods. In particular, the goods may not be sold, pledged, transferred for security purposes, gifted, or loaned to third parties, nor may any rights of use be granted.
  4. The Contractual Partner must treat the goods with the diligence of a prudent businessperson and bears full risk for the goods under retention of title, especially the risk of loss, destruction, or deterioration.
  5. In the event of seizure or other third-party claims, the Contractual Partner is obliged to assert „Fee“’s ownership rights and notify „Fee“ in writing without delay.
    • Delivered goods must be returned to „Fee“ if ownership has not yet transferred. Such return does not eliminate „Fee“’s original claim for payment in full, but the claim shall be reduced by the value of the returned goods. The retention of title shall also extend to the proceeds obtained from any resale of the goods, even if no express assignment has taken place. Any such proceeds shall be deemed the property of „Fee“, even if they have already been commingled with the Contractual Partner’s general funds, and even if compensation has been paid for depreciation. „Fee“ is entitled to charge for any transportation and handling expenses incurred.
    • Partially completed goods shall be made available to the Contractual Partner with a corresponding portion of the sales price applied.
  6. To secure the retention of title, the Contractual Partner hereby assigns to „Fee“, as collateral, all claims against third parties arising from the resale or processing of „Fee“’s goods, until full payment of all outstanding amounts due to „Fee“.
    • At „Fee“’s request, the Contractual Partner shall name their customers and inform them of the assignment in due time. The assignment must be recorded in the Contractual Partner’s accounting records, especially in the accounts receivable ledger, and must be visibly noted on delivery notes, invoices, etc.
    • If the Contractual Partner is in default of payment to „Fee“, any proceeds from the sale of retained goods shall be segregated and held in trust solely on behalf of „Fee“. Any claims against insurers under § 15 of the Austrian Insurance Contract Act (Versicherungsvertragsgesetz) are already hereby assigned to „Fee“ to the extent permitted.
    • Claims against „Fee“ may not be assigned without „Fee“’s express written consent.
  7. The assertion of retention of title in the event of insolvency does not require prior withdrawal from the contract.
  1. Grant of Rights, Attribution
  2. All deliverables provided by „Fee“ — including those arising from presentations (e.g., suggestions, ideas, drafts, text proposals, concepts, etc.), as well as any individual components thereof — shall remain the sole and unlimited property of „Fee“ and may be reclaimed by „Fee“ at any time, especially upon termination of the contractual relationship or cooperation with the Contractual Partner.
  3. The Contractual Partner shall acquire only a non-exclusive, non-transferable, non-sublicensable right, limited in time to the duration of the respective contract and geographically to Austria, to use these deliverables in their unmodified form, for the agreed purpose and within the agreed scope of use, and only upon full fulfillment of all its contractual obligations.
  4. Any use of deliverables by the Contractual Partner beyond the original purpose and agreed scope of use — regardless of whether such deliverables are protected under copyright law — shall require the express written consent of „Fee“. In such cases, „Fee“ and the original author shall be entitled to receive separate and appropriate remuneration.
  5. Any modifications of „Fee“’s deliverables — especially further development by the Contractual Partner or third parties acting on their behalf — shall only be permitted with the express written consent of „Fee“ and, if applicable, the original author where the work is protected under copyright.
  6. The use of „Fee“’s deliverables or advertising materials for which „Fee“ has developed conceptual or creative content shall also require „Fee“’s consent after expiration of the underlying written agreement — regardless of whether such deliverables are protected under copyright law.
  7. „Fee“ shall be entitled to identify itself and, where applicable, the author on all advertising materials and in all advertising measures, without the Contractual Partner being entitled to claim any compensation. Unless expressly revoked in writing by the Contractual Partner, „Fee“ shall be entitled to refer to the business relationship on its own marketing materials, including its website, by displaying the name and logo of the Contractual Partner.
  1. Data Protection, Change of Address, Plans and Documents
  2. „Fee“ complies with the applicable data protection regulations, in particular the Austrian Data Protection Act (Datenschutzgesetz – DSG, Federal Law Gazette I No. 120/2017 as amended), the EU General Data Protection Regulation (Regulation (EU) 2016/679 – GDPR), and the Telecommunications Act (TKG, Federal Law Gazette I No. 70/2003 as amended), as well as any future legal provisions replacing them. The data provided by the Contractual Partner will be processed by „Fee“ solely for the purpose of executing the business relationship.
  3. In terms of data protection, composite cards and information regarding „Fee“’s personnel are to be treated with strict confidentiality and may not be shared with third parties.
  4. The Contractual Partner grants their revocable consent for „Fee“ to store and process all personal data, as necessary for fulfilling the contractual relationship, in accordance with applicable telecommunications and data protection legislation. This includes using such data for service improvement, needs analysis, consulting, proposal development, and direct marketing campaigns by „Fee“.
    • The Contractual Partner also agrees, unless revoked, to receive advertising and information about „Fee“’s products and services via email. The Contractual Partner’s data, including name and email address, will remain solely with „Fee“. The Contractual Partner may revoke this consent at any time. „Fee“ shall include an opt-out option in every promotional email.
    • If third parties unlawfully gain access to, or misuse, data stored by „Fee“, „Fee“ shall only be liable for damages in the event of willful misconduct or gross negligence.
  5. The Contractual Partner grants „Fee“ the unrestricted and irrevocable right to publish, distribute, exhibit, or otherwise use any photographic or video recordings created by „Fee“ in connection with contract performance — particularly for communication on social media platforms (e.g., LinkedIn, Facebook, Instagram, YouTube).
  6. The Contractual Partner is obliged to notify „Fee“ of any changes to their residential or business address as long as any mutual obligations from the contractual relationship remain outstanding. If such notification is not provided, communications sent to the most recently known address shall be deemed delivered.
  7. All specifications provided in „Fee“’s documents (such as weights, dimensions, prices, technical data, commercial details, etc.) shall only be binding if expressly referred to and incorporated in the order confirmation.
  8. The Contractual Partner is obligated to examine all such information for accuracy, feasibility, and completeness. Any deficiencies must be reported to „Fee“ in writing without undue delay and, in any case, prior to execution of the service. Otherwise, „Fee“ shall not be liable.
  9. All documents and information made available to the Contractual Partner during contract initiation, conclusion, or performance — including but not limited to plans, sketches, and technical materials in written, audio, or visual form, as well as samples and catalogs — shall remain the intellectual property of „Fee“ and are protected under applicable law. The Contractual Partner shall not acquire any rights of use or exploitation. Disclosure, publication, reproduction, distribution, or other utilization of such information — whether for consideration or free of charge — is prohibited without the express written consent of „Fee“. In the event of any breach, the Contractual Partner agrees to indemnify and hold „Fee“ harmless.
  1. Transfer of Risk
  2. Unless otherwise agreed, delivery shall be made „ex works“ and the place of performance shall be „Fee“’s registered office.
  3. The risk of loss or damage and the pricing risk shall pass to the Contractual Partner on the date the goods are declared ready for pickup or handed over to the first carrier for shipment.
  4. If the Contractual Partner is in default of acceptance, risk shall transfer to the Contractual Partner regardless. In such cases, „Fee“ is additionally entitled to:
    • store the goods, for which the Contractual Partner shall pay a storage fee of EUR 50.00 per calendar day (or part thereof); and/or
    • insist on performance of the contract, or — after setting a reasonable grace period — withdraw from the contract and dispose of the goods otherwise. In such a case, a lump-sum compensation of 30% of the invoice amount shall be deemed agreed. The right to claim damages exceeding this amount remains unaffected.
  5. Goods are delivered uninsured. It is the sole responsibility of the Contractual Partner to arrange appropriate transport insurance.
  • Warranty, Notice of Defects, Damages, Liability
  1. If the Contractual Partner qualifies as a business under the Austrian Commercial Code (UGB), the warranty period shall be six (6) months from the date of delivery, unless a different warranty period applies to specific goods. Statutory warranty periods apply in all other cases.
    • A defect is deemed present if the delivered goods or services lack generally expected or expressly agreed characteristics. The defect must have existed at the time of delivery or performance. The reversal of the burden of proof under § 924 of the Austrian Civil Code (ABGB) is excluded for business customers.
    • The Contractual Partner ordered the goods with knowledge of their type and scope. Therefore, „Fee“ does not warrant any particular qualities or fitness for a specific purpose.
  2. In accordance with §§ 377 et seq. UGB, the Contractual Partner must inspect goods immediately upon delivery or services immediately upon performance for any defects.
    • Detected defects must be reported to „Fee“ without delay, but no later than within three (3) working days from discovery, via registered mail or fax, providing as detailed a description of the defect as possible.
    • Hidden defects must likewise be reported within three (3) working days of discovery, in the same manner.
    • Failure to make a timely and proper notice of defects shall be deemed acceptance of the goods. In such cases, the Contractual Partner forfeits all warranty and damage claims as well as the right to contest the contract for mistake. The date of the postmark shall be decisive in determining the timeliness of the notice.
  3. If „Fee“’s inspection reveals that no defect subject to warranty exists, „Fee“ may invoice the Contractual Partner for inspection time at the current hourly rate, with a minimum fee of EUR 300.00.
  4. „Fee“ shall fulfill warranty claims at its discretion by replacement, repair within a reasonable time, or price reduction. The Contractual Partner may request rescission (cancellation of the contract) only if the defect is material, cannot be remedied by replacement or repair within a reasonable period, and if a price reduction is unreasonable.
    • The existence of a defect does not entitle the buyer to remedy it on their own or via third parties; „Fee“ must first be granted the opportunity to cure the defect within a reasonable period.
    • Damage claims by the Contractual Partner based on remedying defects (by repair or replacement) may only be asserted if „Fee“ has failed to meet its warranty obligations.
    • Defective goods must be returned to „Fee“ carriage paid for repair or replacement. „Fee“ does not assume any costs associated with the defect, such as assembly/disassembly, travel time, penalties, or other damages.
    • Warranty periods are not extended by the performance of warranty work.
  5. Warranty applies only to defects arising under intended operating conditions and with normal use. It excludes, in particular, defects resulting from:
  • improper use contrary to the provided instructions;
  • unauthorized repairs by the Contractual Partner or its agents;
  • failure to follow handling requirements;
  • chemical, electrochemical, or electrical influences and inadequate power supply;
  • damage caused by fire, accidents, negligence, force majeure, or circumstances beyond „Fee“’s control.
  1. If the Contractual Partner is in default with any obligations — especially payments — „Fee“ may reject warranty claims.
  2. „Fee“’s warranty obligations in all cases end with the expiry of the warranty period. Any extended recourse under § 933b ABGB (for warranty obligations fulfilled by the Contractual Partner) is excluded.
  3. Claims for damages must be asserted within six (6) months of knowledge of the damage. Liability is limited in amount to the contract value, excluding VAT.
  4. „Fee“ shall only be liable for damages in accordance with statutory provisions if intentional or grossly negligent behavior is proven. Liability for slight negligence is excluded. The burden of proof for gross negligence lies with the Contractual Partner or the injured party.
  • Confidentiality
  1. All information, personal data, documents, communications, disclosures, data, ideas, concepts, and advertising materials, as well as business and trade secrets provided to the Contractual Partner by „Fee“ or its authorized representatives or agents (e.g., auditors, attorneys, consultants) — whether oral, written, or transmitted electronically — shall be treated as strictly confidential („Confidential Information“) unless otherwise agreed. This includes all analyses, data, studies, results, documents, contracts, presentations, and other materials disclosed or otherwise made known in the course of the business relationship.
  2. The Contractual Partner undertakes to treat all Confidential Information in the strictest confidence and to use it solely for the purposes of the specific contractual cooperation. All copyrights and rights of use in and to such Confidential Information shall remain the sole property of „Fee“. The Contractual Partner is expressly prohibited from using, exploiting, reproducing, distributing, publishing, commercializing, implementing, or registering any Confidential Information (in whole or in part) — including applying for patents or other IP protections — or disclosing it to third parties, directly or indirectly, without „Fee“’s express prior consent. Any violation will give rise to liability for damages.
  3. The Contractual Partner undertakes to extend this confidentiality and non-disclosure obligation to all employees, agents, contractors, subcontractors, affiliates under §§ 15 et seq. AktG, and all individuals involved in the project or who have access to Confidential Information. Upon request, the Contractual Partner shall provide written proof of such extensions to „Fee“. Third parties outside the Contractual Partner’s organization may only be involved upon „Fee“’s express written consent.
  4. For each individual objective breach of these confidentiality or non-use obligations, the Contractual Partner agrees to pay a no-fault contractual penalty of EUR 20,000.00. This does not affect „Fee“’s right to claim further damages. Any paid penalty shall not be deducted from additional damage claims.
  5. If the Contractual Partner violates this agreement by registering industrial property rights, any such rights shall be transferred to „Fee“ free of charge and without delay. In the event the Contractual Partner enters into usage or exploitation agreements in violation of this agreement, all rights arising from such agreements — existing or future — shall be assigned to „Fee“ free of charge.
  6. The obligation to fully indemnify „Fee“ also applies to any breaches committed by third parties or affiliated entities associated with the Contractual Partner.
  • Final Provisions
  1. The exclusive place of jurisdiction and performance for all current and future claims arising from or related to agreements based on these GTC — including the validity of this jurisdiction clause — shall be the competent court in Vienna. However, „Fee“ reserves the right to initiate legal proceedings at any other court competent for the Contractual Partner.
  2. All legal relationships arising from or in connection with these GTC shall be governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the provisions of international private law.
  3. Should any provision of these terms violate applicable law and be deemed void, the validity of the remaining provisions shall remain unaffected. In such cases, the parties undertake to replace the void provision with a valid one that most closely reflects the original economic intent. If one party is legally barred from invoking a specific provision, the same shall apply mutatis mutandis to the other party.
  4. Any English version of these GTC is for convenience only. In the event of discrepancies, the German version shall prevail.
  5. These terms are intended for business-to-business transactions. If applied to consumer transactions under § 1 para. 2 no. 2 of the Austrian Consumer Protection Act (KSchG), these terms shall apply only to the extent they do not conflict with the provisions of Chapter 1 of that Act.
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