1. Applicability of the General Terms and Conditions and Deviations

1. The following General Terms and Conditions apply to all current and future contracts between the client and the contractor.
2. Deviations from these terms and conditions, and in particular the terms and conditions of the client, are only valid if expressly and in writing acknowledged and confirmed by the contractor.
3. For ongoing business relationships, subsequent orders are subject to these General Terms and Conditions, even if the contractor does not explicitly reference them again.

2. Offers, Side Agreements

1. The contractor’s offers are, unless otherwise stated, non-binding with respect to all specified details, including the fee.
2. If an order confirmation from the contractor contains changes to the order, these are considered approved by the client unless the client objects in writing without delay.
3. Agreements, as well as any subsequent amendments to such agreements, must generally be in writing.

3. Placement of Orders

1. The nature and scope of the agreed services are derived from the contract, power of attorney, and these General Terms and Conditions.
2. Changes and additions to the order require written confirmation by the contractor to become part of the present contractual relationship.
3. The contractor undertakes to properly execute the order assigned to them in accordance with generally recognized technical rules and principles of cost-efficiency.
4. The contractor may involve other qualified parties for the execution of the contract and place orders with them on behalf of and at the expense of the client. However, the contractor is obliged to inform the client of this intention in writing and allow the client the opportunity to object to the assignment within 10 days.
5. The contractor may also engage other qualified parties as subcontractors for the fulfillment of the contract and place orders with them on their behalf and at their expense. The contractor is obligated to notify the client in writing if they intend to have orders executed by a subcontractor and allow the client the opportunity to object to this assignment within one week; in such cases, the contractor must execute the order themselves.

4. Warranty and Compensation for Damages

1. Warranty claims can only be made following a complaint about defects, which must be submitted exclusively by registered mail within 14 days after the delivery of the service or partial service.
2. Claims for contract rescission and price reduction are excluded. Claims for improvement or subsequent completion of missing parts must be fulfilled by the contractor within a reasonable period, generally one-third of the agreed-upon time for completing the service. Claims for damages due to delays cannot be asserted within this period.
3. The contractor is liable to the client only in cases of at least gross negligence.

5. Withdrawal from the Contract

1. Withdrawal from the contract is only permissible for significant reasons.
2. In the event of a delay by the contractor in performing a service, the client may withdraw from the contract only after setting an appropriate grace period; this grace period must be set by registered mail.
3. If the client delays a partial performance or agreed-upon cooperation activity, which makes the execution of the order by the contractor impossible or significantly hinders it, the contractor is entitled to withdraw from the contract.
4. If the contractor is entitled to withdraw from the contract, they retain the right to the entire agreed-upon fee, as well as in cases of unjustified withdrawal by the client. Additionally, §1168 ABGB applies; in cases of justified withdrawal by the client, the client must remunerate the contractor for the services already rendered.

6. Fee and Scope of Services

1. All fees are calculated in EURO unless otherwise specified.
2. The specified fee amounts do not include VAT (sales tax), which must be paid separately by the client.
3. Set-off with any counterclaims, regardless of their basis, is not permissible.
4. Unless otherwise agreed, the non-binding calculation recommendations issued by the contractor’s professional association are part of the contract.
5. Unless otherwise agreed, the fee is due within 30 days from the invoice date. In the event of late payment, interest and compound interest at a rate of 9.2 percentage points above the base interest rate per annum will accrue.

7. Place of Performance

1. The place of performance for all services is the contractor’s registered office.

8. Confidentiality

1. The contractor is obligated to maintain the confidentiality of all information provided by the client.
2. The contractor is also obligated to keep their planning activities confidential if and as long as the client has a legitimate interest in such confidentiality. After completing the order, the contractor is entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise contractually agreed.

9. Protection of Plans

1. The contractor retains all rights and usages to the materials they create (including plans, brochures, concepts, strategy papers, implementation plans, technical documentation).
2. Any use (including modification, execution, reproduction, distribution, public presentation, provision) of these materials or parts thereof is only permitted with the express consent of the contractor. All materials may therefore only be used for the purposes explicitly specified when the order was placed or through a subsequent agreement.
3. The contractor is entitled, and the client is obligated, to indicate the contractor’s name (company, business designation) in publications and announcements about the project.
4. In the event of a breach of these provisions regarding the protection of materials, the contractor is entitled to a penalty amounting to twice the reasonable fee for the unauthorized use, without prejudice to the assertion of additional compensation claims. This penalty is not subject to judicial mitigation. The burden of proof that the client has not used the contractor’s materials lies with the client.

10. Choice of Law, Jurisdiction

1. Contracts between the client and contractor are governed exclusively by Austrian law.
2. For all disputes arising from this contract, the exclusive jurisdiction of the Commercial Court of Vienna is agreed upon.

11. Severability Clause

1. If individual provisions of these contractual terms are or become invalid, this shall not affect the validity of the remaining provisions. The provision that most closely approximates the economic intent of the invalid provision shall be deemed agreed upon.

[1] The following provisions do not apply to or are amended for consumers as follows:

• Points 1.b, 2.c, and 3.b do not invalidate informal declarations by the engineering office or its representatives.
• The engineering office will inform the client of the legal consequences of failing to object within the timeframes in points 3.d and 3.e.
• Points 4.a and 4.b do not apply.
• Point 5.b does not apply to fixed-term transactions.
• Point 5.d applies with the stipulation that only the provisions of §1168 ABGB are applicable.
• The prohibition of set-off in point 6.c does not apply in the event of the engineering office’s insolvency.