1. General principles / Scope of application
1.1 All legal transactions between inloop GmbH, Nußdorfer Straße 10-12/16a, 1090 Vienna, FN 594700i (hereinafter referred to as the "Contractor") and the "Client" (collectively referred to as the "Contracting Parties") shall be governed exclusively by these General Terms and Conditions. The version at the time the contract is concluded shall apply.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if no explicit reference is made to them in additional contracts. Conflicting General Terms and Conditions of the Client shall be invalid unless they are expressly recognised by the Contractor in writing. Conflicting clauses in a written offer from the Contractor shall take precedence over the General Terms and Conditions.
1.3 Should any provision of these General Terms and Conditions be or become ineffective, invalid or unenforceable, this shall not affect the effectiveness, validity or enforceability of all other provisions. In the event of the ineffectiveness, invalidity or unenforceability of a provision, a provision that comes as close as possible to the economic result of this provision and is not ineffective, invalid or unenforceable shall be deemed to have been agreed between the contracting parties. This shall apply accordingly in the event of a contractual loophole.
1.4 The Contractor shall be free from instructions in the performance of its services, shall act at its own discretion and on its own responsibility and shall not be bound to any specific place of work or specific working hours.
2. Scope of the consulting assignment / representative
2.1 The scope of a specific consultancy assignment is contractually agreed on a case-by-case basis. Changes to the services agreed in the letter of engagement must be agreed in writing.
2.2 The Contractor is authorised to have the tasks for which he is responsible performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor himself. No direct contractual relationship of any kind whatsoever shall arise between the third party and the Client.
2.3 The Client undertakes not to enter into any kind of business relationship with persons or companies that the Contractor uses to fulfil his contractual obligations during and for a period of 1.5 years after termination of the contractual relationship with the Contractor. In particular, the Client shall not commission these persons and companies with such or similar consulting services that are also offered by the Contractor.
2.4 The services do not include legal, tax or auditing advice or legal due diligence services.
- Duty of the client to provide information / declaration of completeness
3.1 The client shall ensure that the organisational framework conditions for the consulting assignment allow to be carried out with as little disruption as possible and in a manner favourable to the rapid progress of the consulting service.
3.2 The Client shall also provide the Contractor with comprehensive information about previous and/or ongoing consultancy services that are useful for the project - including in other subject areas.
3.3 The Client shall ensure that all documents and information necessary for the fulfilment and execution of the consultancy assignment are submitted to the Contractor in a timely manner, even without the Contractor's specific request, and that the Contractor is informed of all processes and circumstances that are of significance for the execution of the consultancy assignment. This also applies to all documents, information, processes and circumstances that only become known during the consultant's work. The Contractor shall provide the services on the assumption that the information received is complete and correct and shall not verify the information.
3.4 The Client shall ensure that its employees are informed of the activities before the Contractor commences his work.
- Loyalty and non-solicitation clause
4.1 The Client is prohibited from employing or recruiting employees of the Contractor during and up to 6 months after termination of the contractual relationship with the Contractor. In the event of a breach of this obligation, the Client shall pay a contractual penalty of EUR 50,000 to the Contractor.
4.2 The Client is prohibited from employing third parties commissioned by the Contractor during and up to 6 months after termination of the contractual relationship with the Contractor. In the event of a breach of this obligation, the Client shall pay a contractual penalty of EUR 50,000 to the Contractor.
5. Reporting / reporting obligation
5.1 If agreed in the consultancy agreement, the Contractor shall report to the Client on the progress of its work, that of its employees and, if applicable, that of any third parties commissioned.
5.2 In the course of the provision of the service, drafts and working documents may be submitted and verbal statements made for which the Contractor is not liable.
6. Protection of intellectual property
6.1 All rights to the works created by the Contractor and its employees and commissioned third parties (in particular offers, reports, concepts, analyses, work templates, expert opinions, organisational plans, programmes, service descriptions, drafts, calculations, drawings, data carriers, design proposals, etc.) shall remain with the Contractor. They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the client shall not be authorised to reproduce and/or distribute the work(s) without the express consent of the contractor. Unauthorised reproduction/distribution of the work shall in no case result in the contractor being held liable to third parties - in particular not for the accuracy of the work.
6.2 Any breach of these provisions by the Client shall entitle the Contractor to terminate the contractual relationship immediately and prematurely and to assert further statutory rights to injunctive relief and/or damages.
7. Warranty
7.1 The Contractor shall be entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in his performance that become known within the scope of the statutory warranty. The Contractor shall inform the Client thereof without delay.
7.2 This claim of the client shall expire six months after the provision of the respective service.
8. Liability / Compensation
8.1 The Contractor shall only be liable to the Client for damages - except for personal injury - in the event of gross negligence (intent or gross negligence). Liability for slight negligence - except for personal injury - is excluded in any case.
8.2 Under no circumstances shall the Contractor be liable for indirect damages, consequential damages, consequential losses or loss of profit.
8.3. If the Client claims damages, he shall be obliged to provide the Contractor with all related information and details and to give the Contractor the opportunity to comment.
8.4 In all cases, the Contractor's liability shall be limited to the amount of the contractual sum, but to a maximum of EUR 100,000. In this context, a case of damage shall be understood as the sum of the claims for damages of all entitled parties resulting from a uniform service. If several breaches occur due to the same technical error, the Contractor shall only be liable up to the order amount or up to a maximum of EUR 100,000.
8.5 In all cases, the Contractor's liability shall be limited to the amount of the order, but to a maximum of EUR 100,000. In this context, a case of damage shall be understood as the sum of the claims for damages of all entitled parties arising from a uniform service.
8.6 If the Contractor involves third parties in the provision of services and warranty and/or liability claims arise against these third parties in this context, the Contractor shall transfer these claims to the Client. In this case, the Client shall primarily address these third parties.
8.7 Unless otherwise excluded, the client's claims for damages can only be asserted in court within six months of becoming aware of the damage and the person causing the damage. They must be asserted in court no later than two years after the event giving rise to the claim.
8.8 The client must prove all requirements for a claim for damages, in particular fault and the specific amount of damage. When calculating the amount of damage, all third-party services and benefits associated with the facts giving rise to the claim must also be taken into account to reduce liability (e.g. insurance benefits).
8.9 The contractor is solely liable to the client. There is no liability towards third parties under any circumstances. Passing on the contractor's documents to third parties does not constitute liability towards third parties. If the client passes on certain documents to third parties on his behalf, he will indemnify and hold the contractor harmless in the event of a claim being made by the third party.
8.10 Under no circumstances shall there be a direct claim for damages against employees, shareholders or organs of the Contractor.
8.11 The provisions under this point 8 shall also apply mutatis mutandis to damage caused by third parties engaged by the Contractor.
9. Confidentiality / Data protection
9.1 The contracting parties mutually undertake to keep confidential all business matters of which they become aware, in particular business and trade secrets as well as any other sensitive or confidential information of the other party.
9.2 The Contractor shall be released from its duty of confidentiality towards agents and representatives. In this case, however, he shall take appropriate measures to ensure the confidentiality of these persons.
9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to provide information.
9.5 The contractor is entitled to process the personal data entrusted to him within the scope of the purpose of the contractual relationship. The client assures the contractor that all necessary measures have been taken, in particular those within the meaning of the data protection law, such as declarations of consent from the data subjects.
10. Fee / Payment
10.1 Upon completion of the agreed work/project/service, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor. In the absence of an agreement, an appropriate fee shall be owed. The Contractor shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due within 14 days of invoicing by the Contractor.
10.2 The Contractor shall issue an invoice with all legally required details.
10.3 Any cash outlays, expenses, travelling expenses, etc. incurred shall be reimbursed by the Client in addition. This shall also apply in the case of an agreed fixed fee.
10.4 If the agreed work or the agreed project is not carried out for reasons on the part of the Client or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor shall retain the right to payment of the entire agreed fee. If an hourly fee has been agreed, the fee shall be paid for the number of hours that were to be expected for the entire agreed service.
10.5 In the event of non-payment of interim invoices, the Contractor shall be released from its obligation to provide further services. However, this shall not affect the enforcement of further claims resulting from non-payment.
10.6 Any fee estimates made by the Contractor shall be made to the best of its knowledge and belief, but shall not be binding. As soon as it can be estimated that a fee estimate is likely to be significantly exceeded, the Client shall be informed accordingly.
11. Digital invoicing
11.1 The Contractor is authorised to send invoices to the Client in digital form. The Client expressly agrees to the sending of invoices in digital form by the Contractor.
12. Duration of the contract
12.1 This contract shall generally end with the completion of the project/work/service and the corresponding invoicing.
12.2 Notwithstanding this, the contract may be cancelled by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
- if a party to the contract breaches material contractual obligations, or
-if a contracting party defaults on payment after insolvency proceedings have been opened, or
- if there are justified concerns regarding the creditworthiness of a contracting party for which insolvency proceedings have not been opened and the client neither makes advance payments at the request of the contractor nor provides suitable security before the contractor performs and the poor financial circumstances of the other contracting party were not known when the contract was concluded.
12.3 Impediments to business operations for which the Contractor is not responsible shall extend an agreed performance period for the duration of the impediment without any penalty. This includes in particular all cases of force majeure. The Contractor shall be entitled to withdraw from the contract if the agreed performance period has already been exceeded by more than eight weeks in such cases. The Contractor shall only be liable for damages in the event of gross negligence or intentional causation of the delay.
13. Prohibition of set-off and transfer
13.1 The Client shall only be entitled to offset claims against the Contractor on the basis of claims that have been legally established or expressly recognised by the Contractor in writing.
13.2 The Client shall not be entitled to transfer its rights and obligations vis-à-vis the Contractor to third parties without the Contractor's prior express written consent.
14. Final provisions
14.1 The contracting parties confirm that they have provided all information in the contract diligently and truthfully and undertake to notify each other immediately of any changes.
14.2 Amendments to the contract and these General Terms and Conditions must be made in writing, as must any waiver of this formal requirement. There are no verbal subsidiary agreements.
14.3 In addition to contracts in paper form with handwritten signatures, contracts in PDF format, also with electronic or scanned signatures, are also binding.
14.4. In the event of disputes about the General Terms and Conditions, the German version will apply.
14.5 This contract shall be governed by Austrian material law to the exclusion of the conflict of law rules of private international law and the UN Sales Convention.
14.6 The place of fulfilment is Vienna. The relevant court at the Contractor's registered office shall have exclusive jurisdiction for any disputes.
