TERMS AND CONDITIONS
Pathmaker Consulting e.U.
Company Registry Number - 618511a / Handelsgericht Wien
Anton Kuh-Weg 5/23, 1030 Vienna, Austria
info@pathmaker-consulting.com
I. SCOPE OF APPLICABILITY
1.1. These terms and conditions of Pathmaker Consulting e.U. (hereinafter referred to as the "Service Provider") apply to all contracts that the Customer concludes with the Service Provider with regard to the services offered by the Service Provider. The inclusion of the Customer's own terms and conditions is objected to, unless otherwise agreed or the exclusion of the Customer's own terms and conditions is inadmissible.
1.2. Customers within the meaning of Section I. 1 are consumers or entrepreneurs. A consumer is any natural person who enters into a legal transaction for a purpose that cannot be attributed to their commercial or independent professional activity. An entrepreneur is any natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, is acting in the exercise of their independent professional or commercial activity.
1.3. These Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in additional contracts.
II. GENERAL CONTRACTUAL BASIS
2.1. All legal transactions between the Customer and the Service Provider shall be governed exclusively by the Terms and Conditions and contracts signed by both parties. The version valid at the time the contract is concluded shall apply.
2.2. In the event that individual provisions of these Terms and Conditions are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.
III. SCOPE OF THE SERVICE CONTRACT
3.1 The scope of a specific assignment shall be contractually agreed on a case-by-case basis.
3.2 The Service Provider shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the service provider itself. No direct contractual relationship of any kind whatsoever shall arise between the third party and the customer.
3.3. The Customer undertakes not to enter into any business relationship whatsoever with persons or companies used by the Service Provider to fulfil its contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the customer shall not commission these persons and companies with the same or similar consulting services as those offered by the service provider.
IV. DUTY OF THE CLIENT TO PROVIDE INFORMATION
4.1. The Client shall ensure that the organisational framework conditions at his/her place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
4.2. The client shall ensure that the service provider is provided with all documents necessary for the fulfilment and execution of the service in a timely manner, even without being specifically requested to do so, and that they are informed of all processes and circumstances that are of significance for the execution of the service. This shall also apply to all documents, processes and circumstances that only become known during the performance of the service.
4.3. The Customer shall ensure that its employees and any employee representative are informed of the Service Provider's activities before they begin.
V. SAFEGUARDING INDEPENDENCE
5.1. The contracting parties undertake to be mutually loyal.
5.2. The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees from the service provider from being jeopardised. This applies in particular to offers of employment by the Client.
VI REPORTING / DUTY TO REPORT
6.1. The Service Provider undertakes to report to the Client on its work, that of its employees and, where applicable, that of any third parties commissioned in accordance with the progress of the work.
6.2. The service provider shall be free from instructions in the production of the agreed work and shall act at its own discretion and on its own responsibility. He is not bound to any particular place of work or any particular working hours.
VII PROTECTION OF INTELLECTUAL PROPERTY
7.1. The copyrights to works created by the Service Provider and its employees and commissioned third parties shall remain with the Service Provider. They may only be used by the client during and after termination of the contractual relationship for purposes covered by the contract. In this respect, the customer is not entitled to reproduce and/or distribute the work(s) without the express consent of the service provider. Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to any liability on the part of the service provider - in particular for the accuracy of the work - vis-à-vis third parties.
7.2. Any breach of these provisions by the Customer shall entitle the Service Provider to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.
VIII. WARRANTY
8.1. Irrespective of fault, the Service Provider shall be entitled and obliged to rectify any inaccuracies and defects in his/her service that become known within the scope of the statutory warranty. The Service Provider shall inform the Customer thereof without delay.
8.2. This claim of the customer shall expire six months after provision of the respective service.
IX. LIABILITY / COMPENSATION
9.1. The Service Provider shall only be liable to the Customer for damages - with the exception of personal injury - in the event of gross negligence (intent or gross negligence). This shall also apply to damage attributable to third parties engaged by the Service Provider.
9.2. Claims for damages by the customer can only be asserted in court within six months of becoming aware of the damage and the party causing the damage, but at the latest within three years of the event giving rise to the claim.
9.3. The customer must provide proof that the damage is attributable to the fault of the service provider.
9.4. If the Service Provider performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, the Service Provider shall assign these claims to the Customer. In this case, the customer shall give priority to these third parties.
X. CONFIDENTIALITY / DATA PROTECTION
10.1. The Service Provider undertakes to maintain absolute confidentiality about all business matters that come to his/her knowledge, in particular business and trade secrets and any information that he/she receives about the nature, scope of operations and practical activities of the Client.
10.2. Furthermore, the Service Provider undertakes to maintain confidentiality vis-à-vis third parties regarding the entire content of the service as well as all information and circumstances that he/she has received in connection with the creation of the work, in particular also regarding the data of the Client's clients.
10.3. The service provider shall be released from the duty of confidentiality vis-à-vis any assistants and representatives that he/she uses. However, he/she shall transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for his/her own breach.
10.4. 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.
10.5. The service provider is entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The customer warrants to the service provider that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects.
XI. REMUNERATION
11.1. After completion of the agreed service, the service provider shall receive remuneration in accordance with the agreement between the customer and the service provider. The service provider 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 upon invoicing by the Service Provider.
11.2. The Service Provider shall issue an invoice with all legally required features entitling the Client to deduct input tax.
11.3. Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed by the Customer in addition to the invoice issued by the Service Provider.
11.4. If the agreed service is not performed for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the service provider, the service provider shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee is agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved are agreed at a flat rate of 30 percent of the fee for those services that the service provider has not yet provided by the date of termination of the contractual relationship.
11.5. In the event of non-payment of interim invoices, the Service Provider shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
XII ELECTRONIC INVOICING
The Service Provider shall also be entitled to send invoices to the Customer in electronic form. The customer expressly agrees to the sending of invoices in electronic form by the service provider.
XIII DURATION OF THE CONTRACT
13.1. This contract shall generally end upon completion of the project and the corresponding invoicing.
13.2. Notwithstanding this, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
13.3. If a contracting party breaches material contractual obligations, orif 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 this party neither makes advance payments at the request of the service provider nor provides suitable security prior to performance by the service provider and the poor financial circumstances of the other contracting party were not known when the contract was concluded.
XIV FINAL PROVISIONS
14.1. The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
14.2. Amendments to the contract and these Terms and Conditions must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.
14.3. This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance shall be the place of the Service Providers professional establishment. For disputes, the court at the registered office of the service provider shall have jurisdiction.
XV. CUSTOMER INFORMATION
15.1. Information on the identity of the service provider
Pathmaker Consulting e.U.
Anton-Kuh-Weg 5/23
1030 Vienna, Austria
Tel.: +43 6763843915
Web: www.pathmaker-consulting.com
Management: Daniel Kozirjatskij
Register court: Handelsgericht Wien
Company register number: 618511a
VAT ID: ATU80135113
15.2. Information on the languages available for the conclusion of the contract
The German and English languages are available for the conclusion of the contract.
15.3. Information on data protection
We refer in this respect to our privacy policy at www.pathmaker-consulting.com/imprint
XVI. MEDIATION CLAUSES
16.1. In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties agree by mutual agreement to consult registered mediators (ZivMediatG) specializing in commercial mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the commercial mediators or on the content of the mediation, legal action will be taken at the earliest one month after the failure of the negotiations.
16.2. In the event that mediation does not take place or is terminated, Austrian law shall apply in any court proceedings initiated.
All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors consulted, can be claimed as "pre-litigation costs" in court or arbitration proceedings as agreed.
End of the Terms and Conditions of Pathmaker Consulting e.U.
Version 1.0
Last update: 25.03.2024