General Terms and Conditions

1.1These General Terms and Conditions (hereinafter "GTC") apply exclusively to all legal transactions between Minotera GmbH, FN 668717 h, Gruberstraße 1 Top Q1204g, 4020 Linz, Austria (hereinafter referred to as "Contractor") and the client (hereinafter referred to as "Client") (collectively referred to as "Contracting Parties").

1.2The version in force at the time of conclusion of the contract shall apply in each case. The Contractor only concludes contracts on the basis of the following conditions. The Client expressly acknowledges having taken note of these General Terms and Conditions as legally binding, so that they have become part of the contract. This also applies in the event that the Client refers to its own general terms and conditions. Any amendment or supplement to these General Terms and Conditions at the request of the Client is only possible by mutual agreement and in writing, whereby the unchanged provisions remain part of the contract without prejudice.

1.3These General Terms and Conditions also apply to all future contractual relationships, including where additional contracts do not expressly refer to them.

1.4Any General Terms and Conditions of the Client are not accepted, even if known, unless expressly and in writing agreed otherwise in the individual case. The Contractor expressly objects to the Client's General Terms and Conditions. No further objection by the Contractor against the Client's General Terms and Conditions is required.

1.5Amendments to the General Terms and Conditions will be communicated to the Client and shall be deemed agreed if the Client does not object in writing within 14 days; the Client will be expressly informed of the significance of this silence in the notification.

1.6These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG).

2.1The Contractor's services are rendered in individual project phases. Each individual phase is offered, commissioned, and remunerated separately. A separate offer is submitted for each project phase. The prices stated in the respective offer are binding.

2.2A contract for the respective phase only comes into effect and becomes binding on both parties upon receipt of the order confirmation (OC) by the Client. The offer and the order confirmation based on it by the Contractor are authoritative for the content of the contract.

2.3The Client is entitled to decide after each phase whether to commission a further phase. There is no obligation to commission the next phase. The contract for a phase ends upon complete performance of the services owed in that phase by the Contractor. No ongoing contractual relationship beyond this arises.

2.4The Contractor is entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party is made exclusively by the Contractor itself. No direct contractual relationship of any kind arises between the third party and the Client. The Contractor will carefully select such third parties and ensure that they have the required qualifications.

2.5The Client undertakes not to enter into any business relationship of any kind with persons or companies engaged by the Contractor to fulfill its contractual obligations, during the contractual relationship and for up to one year after its termination. In particular, the Client will not commission such persons and companies with services similar to those offered by the Contractor.

3.1The Client shall ensure that all information, documents, access, and resources necessary for the fulfillment and execution of the order are provided to the Contractor in a timely and complete manner, even without a specific request, and that the Contractor is informed of all events and circumstances relevant to the execution of the order. This also applies to all documents, processes, and circumstances that only become known during the Contractor's activities. The Client bears the costs arising from work having to be repeated or delayed by the Contractor due to incorrect, incomplete, or subsequently changed information.

3.2The Client shall ensure that the organizational conditions at its place of business during the fulfillment of the order allow working that is as undisturbed as possible and conducive to the rapid progress of the process.

3.3The Client shall also ensure that its employees and the legally required and, if applicable, established employee representative body (works council) are informed of the Contractor's activities prior to their commencement.

4.1The Contracting Parties undertake to maintain mutual loyalty.

4.2The Contracting Parties mutually undertake to take all measures suitable to prevent any threat to the independence of the engaged third parties and employees of the Contractor. This applies in particular to offers by the Client for employment or the assumption of orders on one's own account.

5.1The Contractor undertakes to report to the Client on its work, that of its employees, and where applicable that of engaged third parties, in accordance with progress.

5.2The Client will receive the final report within a reasonable time after completion of the service.

5.3The Contractor is free from instructions in the provision of services, acts at its own discretion and on its own responsibility. It is not bound to any specific place of work or working hours.

6.1Stated service deadlines are generally binding unless expressly agreed as non-binding.

6.2If the Contractor's performance is delayed for reasons beyond its control, such as force majeure events and other unforeseeable events that cannot be averted by reasonable means, the Client's performance obligations shall be suspended for the duration and extent of the obstacle. The deadlines shall be extended accordingly. If such delays last more than five months, both the Contractor and the Client shall be entitled to withdraw from the contract (see clause 13.3).

6.3If the Contractor is in default, the Client may only withdraw from the contract after giving the Contractor a written grace period of at least 14 days, which has expired without result. Claims for damages by the Client due to non-performance or delay are excluded, except in cases of proven intent or gross negligence.

7.1The contract ends automatically upon complete performance of the services owed in the respective phase by the Contractor and acceptance by the Client.

7.2The Contractor is entitled to terminate the contract for good cause with immediate effect by written declaration. Good cause exists in particular if: performance becomes impossible for reasons attributable to the Client, or is further delayed despite a grace period of 14 days; the Contractor persistently breaches material obligations under this contract, such as cooperation duties, despite written warning with a grace period of 14 days; or justified doubts exist regarding the Client's creditworthiness and the Client fails to meet its payment obligations (see clauses 8.1 and 8.2).

7.3The Client is entitled to terminate the contract for good cause with immediate effect by written declaration. Good cause exists in particular if the Contractor persistently breaches material provisions, despite written warning with an appropriate grace period of at least 14 days to remedy the breach.

8.1The fee stipulated in the offer for the respective project phase must be paid in full in advance for project phases 1 and 2. From project phase 3 onwards, 50% of the fee is to be paid as a deposit in advance and the remaining 50% after completion and acceptance of the respective project phase.

8.2Payment becomes due upon invoicing by the Contractor and must be paid within 7 days of the invoice date. The commencement of service delivery is conditional upon full and unconditional receipt of the advance payment referred to in clause 8.1 by the Contractor.

8.3The fee is understood as a net fee plus VAT at the statutory rate.

8.4All services of the Contractor (e.g. additional orders) that are not expressly covered by the agreed fee shall be paid separately.

8.5For all work performed by the Contractor that is not implemented by the Client for whatever reason, the Contractor is entitled to the agreed remuneration. The offset provision of § 1168 ABGB is excluded.

8.6Bank transfers are only considered as payment upon receipt of the amount in the Contractor's account.

8.7In the event of default by the Client, the Contractor is entitled, at its own discretion, to claim compensation for actual damages or statutory default interest. For entrepreneurs, this amounts to 9.2% p.a. above the base rate. In the event of default, the Client undertakes to reimburse the Contractor for collection costs and dunning expenses to the extent necessary for appropriate legal action. This includes in any case a flat fee of €40.00 as compensation for collection costs pursuant to § 458 UGB. The assertion of further rights and claims remains unaffected.

8.8The set-off of counterclaims by the Client that are disputed by the Contractor and have not been established by final judgment is excluded, as is the exercise of a right of retention without a final enforceable title or on the basis of claims from other legal transactions.

9.1The copyrights to the works created by the Contractor, its employees, and engaged third parties (in particular offers, reports, analyses, expert opinions, organizational charts, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) as well as other intellectual property rights remain entirely with the Contractor.

9.2They may be used by the Client during and after termination of the contractual relationship exclusively for the purposes covered by the contract. The Client is therefore not entitled to reproduce, edit, and/or distribute the work(s) without the express consent of the Contractor.

9.3Under no circumstances shall an unauthorized reproduction/distribution of the work give rise to any liability on the part of the Contractor – in particular regarding the accuracy of the work – towards third parties.

9.4The Client's violation of these provisions entitles the Contractor to immediate early termination of the contractual relationship and to the assertion of other statutory claims, in particular for injunctive relief and/or damages.

10.1The subject matter of the contract is exclusively the scope of services agreed in the respective phase. The Client undertakes to accept the services rendered by the Contractor immediately after their completion, but no later than five working days, and to confirm their contractual performance. If such acceptance does not take place, the services shall be deemed to have been properly rendered, provided no written notice of defects has been given.

10.2The Client must notify the Contractor in writing of any defects immediately, but in any case within 14 days of delivery of the service, and hidden defects within 14 days of their discovery, with a description of the defect; otherwise the service shall be deemed approved. In this case, warranty and damage claims as well as the right to contest on grounds of error due to defects are excluded.

10.3In the event of a justified and timely notice of defects, the Client shall be entitled to improvement or replacement of the service by the Contractor. The Contractor will remedy the defects within a reasonable period, whereby the Client shall enable all measures necessary for investigation and remediation. The Contractor is entitled to refuse improvement of the service if this is impossible or would involve disproportionately high effort. In this case, the Client is entitled to the statutory rights of rescission or reduction.

10.4The warranty period is twelve months from acceptance. The presumption rule of § 924 ABGB is excluded.

11.1The Contractor is only liable to the Client for damages – excluding personal injury – in cases of gross fault (intent or gross negligence). This applies mutatis mutandis to damages caused by third parties engaged by the Contractor.

11.2The Client must prove in each case that the damage is attributable to fault on the part of the Contractor.

11.3Claims for damages by the Client expire within six months of knowledge of the damage, but in any case after three years from the Contractor's breach. Damage claims are limited in amount to the net order value.

11.4The Contractor is not liable for any damages, defects, or other adversities attributable to the Client's conduct. This includes, among other things, failure to provide or incomplete provision of required documents/information, or the provision of incorrect documents/information by the Client.

12.1The Contractor undertakes to maintain absolute confidentiality regarding all business matters that come to its knowledge, in particular trade and business secrets and any information it receives about the nature, scope of operations, and practical activities of the Client. Exceptions apply to facts that are generally known and publicly accessible.

12.2The Contractor further undertakes to maintain confidentiality towards third parties regarding the entire content of the services rendered as well as all information and circumstances that have come to its knowledge in connection with the service, including in particular the data of the Client's customers.

12.3The Contractor is released from the duty of confidentiality with respect to any assistants and representatives it engages. However, it must fully impose the duty of confidentiality on them and is liable for their breach of confidentiality obligations as for its own breach.

12.4The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed duty to testify.

12.5The Contractor processes the personal data entrusted to it as a data processor within the meaning of Article 4(8) of the General Data Protection Regulation (GDPR). The Client acts as an independent data controller with respect to all data within the framework of the contract concluded between the Client and the Contractor. The Contractor is not authorized to process personal data for its own purposes or for the purposes of third parties.

12.6The data protection information obligations pursuant to Art. 13 and Art. 14 GDPR towards the data subjects are the responsibility of the Client as the controller.

12.7The Contractor and the Client shall conclude a separate data processing agreement pursuant to Art. 28 GDPR with regard to the processing of personal data.

13.1The Client bears the risk for circumstances beyond the control of both contracting parties, such as force majeure, blackouts, cyberattacks, pandemic situations, wars, strikes, etc., which prevent the Contractor from performing the services in whole or in part – even if only temporarily.

13.2In such cases, the Client is obliged to pay the agreed remuneration. The Contractor shall render the agreed service within a reasonable period after the relevant obstacle has been removed.

13.3If such delays last more than five months, both the Contractor and the Client are entitled to withdraw from the contract. Advance payments already made shall be refunded to the extent that no services already rendered are offset against them. Services already rendered by the Contractor shall in any case be remunerated by the Client.

14.1Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. The contracting parties agree on Austrian domestic jurisdiction.

14.2The court with subject-matter jurisdiction at the Contractor's registered office shall have exclusive local jurisdiction over all disputes arising from this contract.

15.1All agreements, subsequent amendments, additions, collateral arrangements, etc. require written form to be valid. This also applies to derogating from the written form requirement.

15.2Should one or more provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid clause shall be replaced by one whose effect comes closest to the economic content of the invalid clause. The same applies in the event of a gap in the provisions.

15.3The headings chosen for the individual chapters serve solely for clarity and shall therefore not be used to interpret this contract.