Standard Business Conditions

Bergaus & Stottok Academic Consulting

1. Applicability

1.1. The primary business objective of Bergaus & Stottok Academic Consulting, hereinafter referred to as “B&S”, is the provision of services. All services are provided exclusiverly on the basis of these General Terms and Conditions. These also apply to all future business relationships even when not expressly referred to.

1.2. Subsequent agreements, reservations, alterations, or additions to these General Terms and Conditions must be made in writing in order to be valid. This is also applicable to any deviations from the written form requirement.

1.3. Conflicting terms or conditions in deviation from these Terms and Conditions from the Contracting Party will come into effect once acknowledged by B&S in writing.

1.4. Should individual provisions of these General Terms and Conditions become ineffective, they shall not affect the liability of the remaining provisions and the contracts concluded on their baiss. The ineffective provision shall be replaced by an equally effective and closest matching one.

2. Conclusion of Contract

2.1. The basis for the conclusion of a contract is the respective offer of B&S or the client’s order, in which the scope of the services and remuneration are specified. Other offers B&S provides will always be considered as unbinding.

2.2. A client is bound once they place an order. A contract is deemed valid once B&S has accepted the order in written form (i.e.: by E-Mail, Fax or company confirmation).

3. Scope of Services, Order Processing and Cooperation Obligations of Customers

3.1. The Scope of Services provided results from a customer order, for example, outlining the service description or the information provided within the contract. Subsequent amendments to the service provisions must be in writing.

3.2. Clients have the possibility to examine and verify all services provided by B&S (especially the customized service packages described in the individual offer) before placing an order, and to notify B&S of any requests or amendments. When placing an order all services to be performed by B&S are deemed to have been approved by the client.

3.3. The client will immediately provide B&S with all necessary information and documents for the provision of the aforesaid services. They will inform B&S of all events pertaining to the execution of the order, even in the case where these circumstances only become known during the execution of the order. The client shall bear the cost arising from the repeated work or delay as a result of incorrect, incomplete or subsequently altered information submitted to B&S.

3.4. The client is further under obligation to examine documentation made available for the execution of the order (in particular graphics, photos, logos, etc…) for possible existing copyrights, trademark rights or other third party rights. The client particularly guarantees the legal, especially the competition, stand and legal trademark legal admissibility of the use of their provided documents, keeping B&S completely harmless and indemnified in this regard. B&S only initiates an external legal review at the written request of the client; the client has to bear the associated costs

4. External Services/ Commissioning of Third Parties

4.1. B&S reserves the right, at its own discretion, to perform the service itself, to make use of the provision of third-party services under contract and / or to substitute such services (“Assistance Agent”).

4.2. The commissioning of procurement agents, either on behalf of the client or in the client’s name, will in either case be on account of the client.

4.3. B&S will ensure to carefully select assistants that are both competent and professionally qualified.

5. Deadlines and Appointments

5.1. Deadlines and appointments must be recorded or confirmed in writing. Deadlines are to be designated as such and are only binding if expressly agreed upon in writing. B&S shall strive to meet the agreed deadlines. Failure to comply with the deadlines shall only entitle the client to assert their rights under the law if it B&S was granted a reasonable grace period of at least 14 days. This period begins with the receipt of a warning letter addressed to B&S.

5.2. Should the grace period allowed prove futile in terms of service delivery, the client may withdraw from the contract. Any financial obligations arising for damages incurred shall be due by B&S in the cases of intent or gross negligence.

5.3. Uncontrollable or unforeseeable events (force majeure) – in particular delays of contractors of B&S – release B&S from any obligations and damages from the commitment to the agreed upon date. The same applies when the client is in defaults from their obligations to fulfill the order (e.g.: provision of documents or information). In this case, the agreed date will be postponed at least to the extent of the delay.

6. Termination of Contract

6.1. B&S is permitted to withdraw from the contract in cases where:
• the performance of the service is impossible for reasons where the client is responsible, or is further delayed despite the granting of a grace period.
• There are legitimate concerns about the creditworthiness of the client, and B&S does not receive any advance payments or is provided with any suitable security before performance of works carried out by them respectively.

7. Fees and Reimbursements

7.1. Unless otherwise agreed upon, B&S reserves the right to invoice the client for each individual service it has undertaken as soon as it has been rendered. B&S is entitled to demand advances to cover its running expenses.

7.2. Should services be provided for which the client receives special copyright and trademark rights of use, B&S is – in the absence of a deviating agreement – entitled to an additional fee of 15% over and above the agreed upon fee. The fee is exclusive of statutory sales tax.

7.3. All services provided by B&S that are not expressly compensated by the agreed upon fee shall be remunerated separately. This is particularly applicable to all ancillary services provided by B&S. Any out-of-pocket expenses, incurred by B&S over and above normal business activities (e.g.: courier services, shipping costs, travel, etc…) shall be reimbursed by the client.

7.4. Cost estimates by B&S are not binding. If it is foreseeable that the end costs will exceed those estimated by B&S by more than 20%, B&S will inform the client about the higher costs. These costs are deemed acceptable by the client should the client not object in writing within three (3) days of this notice and expresses more cost-effective alternatives.

7.5. For all work undertaken by B&S, which for whatever reason is not utilized by the client, B&S shall be entitled to a compensation of 50%. By paying this remuneration, the client acquires no rights to this work. Non-executed concepts, drafts and other documents are to be suspended immediately by B&S.

8. Payments

8.1. B&S invoices are due, in full, from the date of invoice and, unless otherwise agreed upon, must be paid within seven calendar days. In the event of late payment, default interest of, currently 12% p.a., shall be incurred. Any goods/services delivered remain the property of B&S until payment is received in full.

8.2. The client undertakes to bear all costs and expenses associated with the collection of the claim, in particular, collection charges or other costs necessary for the appropriate legal action undertaken.

8.3. In the event a default of payment by the client, B&S may immediately forfeit all services and partial services rendered within the framework of other contracts concluded with the client.

8.4. Any agreed price reduction, tariff reductions, discounts and so forth will only be granted in case of timely payment. In cases of bankruptcy or compensation procedures, there will be no tariff reduction.

8.5. The client is not entitled to offset their own claims against claims of B&S, unless the client’s claim has been acknowledged in writing by B&S or judicially determined. A right of retention of the client is excluded.

9. Conception

9.1. For the concept, B&S is entitled to a reasonable fee which, in the absence of an agreement, covers at least the entire personnel and material expenses of B&S for the conception and the costs of all third-party services.

9.2. Should B&S not receive an order after conception, all services provided by B&S, in particular the presentation documents and their contents remain the property of B&S; the client is not entitled to use these in any form whatsoever; the documents must be returned to B&S without delay. The forwarding of presentation documents to third parties as well as their publication, duplication, distribution or other utilization is not permitted without the express written consent of B&S.

9.3. Likewise, the client is prohibited from further using the ideas and concepts introduced in the course of the presentation, regardless of whether the ideas and concepts are protected by copyright. By paying the presentation fee, the client acquires no rights of exploitation and use of the presented services.

9.4. Should ideas and concepts introduced in the course of a conception not be utilized, B&S will be entitled to use the ideas and concepts presented, elsewhere.

10. Ownership and Copyrights

10.1. All services of B&S including those from presentations (e.g.: suggestions, ideas, sketches, preliminary drafts, scribbles, final artworks, concepts, negatives, slides, etc…), as well as individual parts thereof, remain the property of B&S as well as the individual work-pieces and original designs may be reclaimed by B&S at any time – especially upon termination of the contractual relationship. By paying the fee, the client only acquires the right of use (including duplication) for the agreed purpose and in the agreed scope of use. Unless otherwise agreed upon with B&S, the client may only use the services of B&S himself. The acquisition of rights of use and exploitation of services provided by B&S requires in any case the full payment of the fees invoiced by B&S.

10.2. Paid or unpaid delivery to third parties is prohibited. Changes to services provided by B&S, in particular their further development by the client or by third parties acting on their behalf, are only permitted with the express consent of B&S.

10.3. The use of services provided by B&S beyond the originally agreed upon purpose and scope of use – regardless of whether this service is protected by copyright – requires the consent of B&S. B&S is entitled to a separate, appropriate compensation for this.

10.4. For the use of services provided by B&S or of advertising material which B&S has drafted conceptual or design templates, the approval of B&S is also required after expiry of the contract or cooperation, irrespective of whether this service is protected by copyright or not.

10.5. Should the transfer of processing rights be desired, the offered or invoiced fee for services rendered by B&S shall increase by an agreed upon surcharge.

11. Labelling

11.1. B&S is entitled to refer B&S and possibly the author, to all advertising material and advertising measures without any compensation falling due to the client.

11.2. Subject to the written revocation of the client, which is possible at any time, B&S is entitled to refer to client’s existing business relationship on its own advertising media and in particular on its internet websites with the relevant name and company logo.

12. Warranty and Damages

12.1. The client must immediately assert any claims in writing with justification thereof, within three daysto B&S.

12.2. In the case of a justified complaint, defects are to be remedied within a reasonable period of time, if possible, whereby the client allows B&S to take all necessary measures to investigate and correct the defect. B&S is entitled to refuse improving their performance if this is impossible or if B&S incurs disproportionate liabilities.

12.3. The reversal of the burden of proof according to § 924 ABGB at the expense of B&S is excluded. The existence of the defect at the time of delivery, the time of discovery of the defect and the timeliness of the complaint are to be proven by the client.

12.4. Client claims for damages in particular due to delay, impossibility of performance, breach of contract, negligence on conclusion of the contract, defective or incomplete performance, consequential damages, indirect damages, lost profits or for unauthorized actions, are excluded unless they are based on intent or gross negligence of B&S.

12.5. Any claim for damages can only be asserted in court within one (1) year of becoming aware of the damage. Claims for damages are limited to the order value amount excluding taxes.

13. Liability

13.1. B&S will carry out the transferred work in accordance with generally accepted legal principles and will inform the client in a timely manner of any risks that it recognizes. Any liability on the part of B&S for claims made against the client as a result of the advertising measure (the use of a license plate) is expressly excluded if B&S has fulfilled its obligation to inform; In particular, B&S shall not be held liable for legal fees, costs incurred by the client for their lawyer’s fees or costs of publishing judgments, as well as any claims for damages or similar claims by third parties.

13.2. B&S will only be held liable for damageswithin the scope of the statutory provisions provided that intent or gross negligence can be proven. Liability for slight negligence is excluded. The injured party has to prove the existence of gross negligence.

13.3. Insofar as B&S is entitled to claim damages from third parties in connection with the execution of the contract, B&S is free to choose either to fulfill legitimate claims of the client or to offer the client the right to assign such compensation claims. In such a case, the client has no further claims against B&S.

14. Data Protection

14.1. B&S collects, processes and uses personal data, insofar as these are necessary for the establishment, content, execution, fulfillment and modification of the contractual relationship established with the client. B&S is entitled to pass on the personal data to the third party entrusted with the performance of the contractual services. Incidentally, there is no disclosure of the data.

14.2. B&S collects, processes and uses personal data in order to inform clients and interested parties about news about B&S. Clients may revoke their consent to the storage of personal data for the future at any time.

15. Applicable Law

15.1. The legal relationships between the client and B&S are governed exclusively by Austrian law, excluding international referral standards. The provisions of the UN Sales Convention do not apply.

16. Place of Jurisdiction/Fulfillment

16.1. Place of Jurisdiction is Vienna, Austria.

16.2. The place of jurisdiction for all disputes arising directly between B&S and the client shall be the Austrian court having jurisdiction for the registered office of B&S.

16.3. This version of our terms and conditions automatically overrides all previous ones.