§ 1 Scope and Definitions
- The conos gmbh in the following referred to as “conos” and the contractual partner as “client”. These general company terms and conditions apply to all contracts between conos and the client. conos only completes contracts exclusively in accordance with the GTC laid out within the agreement, also if at the conclusion of individual agreements it is not specifically mentioned. The GTC of the client only apply if they have been expressively accepted by conos. As long as individual provisions within the GTC have no legal effects, these will not apply to the validity of any sub contracts. So long as the client is seen as the consumer under the consumer protection act (CPA), the GTC apply as stated in the permitted version of the CPA.
- The GTC apply according to the current version at the time of the completion of the agreement. Should the client not have access to the GTC, conos will immediately respond to the request for such GTC.
§ 2 Validity of Offers
Offers from conos apply for 30 days.
§ 3 Scope of Delivery and Execution
- The scope of the services to be provided will be determined exclusively by the written agreement. Any alterations to the agreement must be made in writing and have also to be confirmed in writing by conos.
- The contractual object is exclusively providing the services as laid out in the terms of the written agreement, not a specified economical success. The realisation of the recommended measures remains solely the responsibility of the client, budget and forecasts are based on the provided and awaited data, no guarantee can be given for any future inaccuracies. conos accepts no responsibility to have to inform the client should there be any changes in the legal situation or the basic data following the conclusion of the agreement.
- The scope of the conos provided services remains exclusively as laid out within the performance description offered, based on the information and documents supplied by the client. The performance package provided by conos excludes explicitly the examination of legal, taxation or technical issues. Subsequent alterations to the services provided must be ratified in writing by conos. The applicant is solely responsible for observing the legal regulations especially with regards to trademarks, copyright, competition law and taxation in respect of the proposed measures supplied by conos.
- conos will provide the service according to the principles of proper professional practice. conos has the right to employ suitable workers for this. For examinations, reports and consulting services so long as nothing else has been agreed, conos will provide a written statement of approval, oral explanations are not legally binding.
- As long as in the written contract nothing is otherwise agreed, the services of conos apply as stated in the written agreement. Insofar as the services of the of the staff and executives is concerned, then the services shall be deemed to have been rendered, as soon as a person corresponding to the requirements profile and who has worked for the company has been identified.
- conos is then merely obliged to give due consideration to no-Austrian legal norms in the execution of its services, if the client expressly and in writing refers conos to the application of non-Austrian law and conos agrees to this.
- Fulfilment of the above is the registered office of conos.
§ 4 Client`s Contribution
- The Client accepts, that the services of conos rely essential on the information provided by the client. The client is obliged, to provide conos with all relevant documents, free of charge and in time, necessary for carrying out the services requested and also to inform conos of all events and circumstances that could be meaningful during the execution of the order. This also applies to documents, events and circumstances which become apparent during the contractual relationship.
- The client is obliged, not only to be available to answer any queries free of charge, but also to have their executives and staff available for the execution services, where ever deemed necessary according to the provisions of the contract. As far as services to be provided on the spot are concerned, the client will provide free of charge, workspace including technical equipment such as fax, telephone etc. The client is responsible for providing conos with any relevant documents and information which they have to hand and which are useful for the fulfilment of the contract. The client also accepts the burden of proof.
§ 5 Liability Regulations
- conos will only be held responsible for deliberate or grossly negligent violation of the obligations assumed. The burden of proof for the existence of any fault of conos or its staff will be accepted by the client.
- In the case of a gross negligence violation of any kind the compensation applicable will be double the contract fee. Compensation merely applies to any actual damage, compensation for loss of profit or ideal damages is excluded.
- Client compensation claims must be made within 6 months following first knowledge of when damages occurred, but within 3 years at the most in a court of law, following completion of services provided. If the services provided extend over several years, then the conclusion of the application of these provisions will be the 31.12 of the respective year.
- If conos makes the use of the services of any third parties, which are not employed by conos, then it is only liable for breach of contract.
§ 6 Contract Fee Regulations
- conos defines its services according to the usual rates. These can made known to the client at any time, the client will be informed of any alterations to these rates and bill the client with the current rates accordingly.
- In the event of assigning the contract – unless otherwise agreed – a deposit to the tune 30% of the agreed total fee or the foreseeable consultancy costs will be due. With respect to the work in progress, advance payments are to be made as is customary in the industry.
- In the absence of any other arrangement, for services provided outside the respective Austrian office locations, the following expenses will be charged:
The amount due shall be according to Austrian or foreign tax law respectively.
Reimbursement of travel costs according to valid official rates. Flights: Economy class; Rail: 1st class.
According to expenses with a receipt.
For various services of the conos office, such as telephone calls, fax, copying etc., 10% of the working fees will be invoiced, unless a different flat agreement has been reached.
Any other Expenditures
According to expenses with a receipt.
- Invoices of conos are to be settled within 14 days without any deductions. In the case of any delays, late payment interest will be charged at the usual bank rates. Only bills of exchange and cheques will be accepted for payment. All relevant interest, costs and expenses shall be borne by the client.
- Granted discounts or bonuses will be withheld on the timely receipt of payment.
§ 7 Contract Resolution
- Unless otherwise agreed in writing, the contracting parties can cancel the contract with immediate effect at any time. On cancellation of the agreement, obligations for conos to provide any of its services will be terminated.
- If the execution of the contract ceases (e.g. due to ----) conos shall nevertheless be entitled to the agreed remuneration, if conos was ready to proceed with provision of services but was unable to due to circumstances caused by the customer. Should however, the execution of services not be completed, then conos will reduce the due fees according to the amount saved through the incompletion of the agreement.
§ 8 Obligation of Secrecy, Data protection
- Absolute confidentiality is guaranteed to the client about all the facts concerning the consultation, this applies especially to all the client´s operating data and business connections. This obligation of secrecy applies to all conos staff and consultants. A release from this obligation of secrecy can only be made in writing.
- Reports, opinions and other statements regarding the contractual relationship shall only be made to third parties following the explicit consent of the client. conos will only use data which has been acquired during the provision of services for statistical purposes only, in a strictly anonymous form, which does not allow any conclusions to be drawn regarding the client, outside of the contractual relationship. However, to the extent necessary for the provision of services, conos is entitled to both use and allow third parties to process the client´s data.
§ 9 Copyright / Intellectual property rights
- All work created for the customer as part of the provision of services, in particular strategies, models, concepts and conclusions, are the intellectual property of conos and are protected by copyright. The extent to which the customer is entitled to use the work created by conos is determined by the written offer. However, the granting of rights is always under the condition that the customer has paid the agreed fee in full.
- conos grants the customer the non-exclusive right to use all or part of the work created within the scope of the order for all purposes known today and in the future for their own purposes within the scope of the order. Any further use of the work, in particular publication, distribution, disclosure to third parties, making available or other placing on the market requires the explicit written consent of conos. The customer is under no circumstances entitled to edit, translate or otherwise modify the works. Likewise, the client is not entitled to transfer the rights transferred to him in whole or in part to third parties or to grant third parties further rights of use or licenses. A change in the scope of the rights may only be granted with the written consent of conos.
- If the customer provides conos with documents (pictures, graphics, signs, etc.) which could be protected by copyright or other industrial property rights, he guarantees that the corresponding use will not be made in rights of third parties is intervened. The customer holds conos harmless in this regard.
- In the absence of the provision of documents (pictures, graphics, signs, etc.) by the customer, conos generally uses public domain works or documents that are not subject to any industrial property rights. If conos is only able to execute the customer's order by using copyrighted works or other documents which are subject to industrial property rights, the customer bears the costs of the necessary licensing.
- Insofar as the customer unreasonably passes on expert opinions or other written statements from conos to third parties or otherwise unlawfully distributes, publishes or makes available to them, he shall assume liability for any right holders and conos for liability and legality dissemination, publication or provision. In the event of dissemination, distribution, publication or making available to conos, conos shall be indemnified and held harmless of any and all claims.
§ 10 Exclusivity
The client cannot enter into any other contracts or accept other services of any conos employees during a vesting period of 2 years following the conclusion of the contract. Violation of this obligation will mean being subject to a contractual penalty in accordance with the judicial right of arbitration. The amount shall be the same as the fee of the contracted agreement or the salary due during the vesting period.
§ 11 General Provisions
Should any differences of opinion about the agreement or the carrying out of its content, the contracting parties will attempt to settle through negotiation. A dispute in a court of law will be seen as a last resort, in such a case it is agreed that the jurisdiction of the courts of law in Linz shall apply. The contractual relationship and its legal effects are exclusively subject to Austrian law.