Terms & Conditions

These general terms and conditions are a translated version of the German "Allgemeine Geschäftsbedingungen". If this version contains incomprehensible or ambiguous paragraphs, the German version is valid.

1. General principles / scope

1.1 These general terms and conditions apply exclusively to all legal transactions between the client and the contractor (PROAquaponik GmbH). The version valid at the time the contract is concluded is decisive.

1.2 These general terms and conditions also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts.

1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by the contractor.

1.4 In the event that individual provisions of these general terms and conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision is to be replaced by an effective provision that comes closest in meaning and economic purpose.

2. Scope of the consulting assignment / representation

2.1 The scope of a specific consulting order is contractually agreed in individual cases, insofar as there are ambiguities about the type and scope of the assignment, the contractor is entitled to carry out the order at his own discretion in the interests of the client or in compliance with the client.

2.2 The contractor is entitled to have the tasks incumbent on him performed in whole or in part by third parties. The third party is paid exclusively by the contractor himself. There is no direct contractual relationship whatsoever between the third party and the client.

2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies that the contractor uses to fulfill its contractual obligations during or for a period of three years after the end of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that the contractor also offers. Excluded are services that the contractor expressly agrees to in each individual case.

3. Client's obligation to provide information / declaration of completeness

3.1 The client shall ensure that the organizational framework conditions allow the consulting process to be carried out as undisturbed as possible at his place of business, which is conducive to the rapid progress of the consulting process.

3.2 The client will also comprehensively inform the contractor about previous and/or ongoing consultations - also in other specialist areas.

3.3 The Client shall ensure that the Contractor is provided with all the documents necessary for the fulfillment and execution of the consulting order in a timely manner, even without his specific request, and that he is informed of all processes and circumstances that are important for the execution of the consulting order. This also applies to all documents, processes and circumstances that only become known during the consultant's activity.

3.4 The customer shall ensure that his employees and the employee representatives (works council) provided for by law and set up if necessary are informed by the latter before the contractor begins work.

3.5 It is stated that the client will submit the result of the written reports to the tax advisor and, if necessary, to the client's lawyer for examination and confirmation. The client will inform the contractor of the result of this test.

4. Securing Independence

4.1 The contracting parties undertake to be loyal to one another.

4.2 The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the contractor being endangered. This applies in particular to offers by the customer for employment or the acceptance of orders for their own account.

5. Reporting / Duty to Report

5.1 The contractor undertakes to report to the client on the progress of his work, that of his employees and, if applicable, also that of commissioned third parties, insofar as this has been expressly agreed.

5.2 The client will receive the final report within a reasonable period of time after completion of the order, if agreed separately.

5.3 The contractor is not subject to instructions when producing the agreed work, acts at his own discretion and on his own responsibility. He is not tied to a specific place of work or specific working hours.

6. Intellectual Property Protection

6.1 The copyrights to the works created by the contractor and his employees and commissioned third parties (in particular offers, concepts, reports, analyses, expert opinions, organization charts, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor. They may only be used by the customer during and after the end of the contractual relationship for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances will the Contractor be liable to third parties as a result of unauthorized duplication/distribution of the work – in particular for the correctness of the work.

6.2 If the client violates these provisions, the contractor is entitled to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 The contractor is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its performance that become known. He will inform the customer of this immediately.

7.2 This claim of the client expires 6 months after the service complained about has been provided (reporting).

7.3 The client is entitled to have defects rectified free of charge if the contractor is responsible for them. If the rectification of any defects fails, the customer is entitled to a price reduction or - if the service provided is of no interest to the customer as a result of the failure of the rectification - the right to conversion. In the case of warranty, rectification has priority over reduction or conversion.

8. Liability / Damages

8.1 The contractor is only liable to the customer for damage - with the exception of personal injury - in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties called in by the contractor. Liability for lost profits, missed savings, indirect damage and consequential damage is excluded. In any case, the amount of liability is limited to the sum insured under the liability insurance.

8.2 Claims for damages by the customer can only be asserted in court within six months of becoming aware of the damage and the party responsible for the damage, but no later than within three years of the event giving rise to the claim.

8.3 The customer must prove in each case that the damage is due to the fault of the contractor.

8.4 If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the customer. In this case, the client will only rely on these third parties.

9. Confidentiality / Data Protection

9.1 The contractor undertakes to maintain strict confidentiality about all business matters of which he is aware, in particular business and trade secrets as well as any information that he receives about the type, scope of operations and practical activities of the client.

9.2 Furthermore, the contractor undertakes to maintain secrecy towards third parties about the entire content of the work and all information and circumstances that he received in connection with the creation of the work, in particular also about the data of clients of the client.

9.3 The contractor is released from the duty of confidentiality towards any assistants and deputies he uses. However, he has to transfer the confidentiality obligation to them completely and is liable for their violation of the confidentiality obligation as for his own violation.

9.4 The confidentiality obligation extends beyond the end of this contractual relationship.

9.5 The contractor is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client warrants to the contractor that all necessary measures, in particular those within the meaning of the Data Protection Act, such as declarations of consent of the persons concerned, have been taken.

9.6 The contractor is entitled to name the client as a reference without providing any information about the work carried out by the client.

10. Fee

10.1 After completion of the agreed work, the contractor will receive a fee according to the agreement between the client and the contractor. The contractor is entitled to submit interim accounts according to the progress of the work and to request advance payments corresponding to the respective progress. The fee is due upon invoicing by the contractor.

10.2 Any cash expenses, expenses, travel expenses, etc. incurred are to be additionally reimbursed by the client against the contractor's invoice.

10.3 If the agreed work is not carried out for reasons attributable to the customer or due to a justified premature termination of the contractual relationship by the contractor, the contractor retains the right to payment of a cancellation fee as follows: between 4 and 2 weeks before the agreed start of work 50%, from 2 weeks 100% of the agreed order amount.

11. Payment, retention of title

11.1 The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms have been agreed in writing in individual cases. This also applies to the recharging of all cash expenses and other expenses. The goods delivered by the service provider remain the property of the service provider until the payment has been made in full, including all ancillary obligations.

11.2 If the customer is in arrears with payment, the statutory interest on arrears shall apply at the rate applicable to entrepreneurial transactions. Furthermore, in the event of default in payment, the customer undertakes to reimburse the service provider for the resulting reminder and collection fees, insofar as they are necessary for appropriate legal prosecution. In any case, this includes the costs of two reminder letters in the usual market amount of currently at least € 20.00 per reminder as well as a reminder letter from a lawyer commissioned with the collection. The assertion of further rights and claims remains unaffected.

11.3 If the customer is in default of payment, the service provider can make all services and partial services rendered within the framework of other contracts concluded with the customer due immediately.

11.4 Furthermore, the service provider is not obliged to provide further services until the outstanding amount has been paid (right of retention). The obligation to pay the fee remains unaffected.

11.5 If payment in installments has been agreed, the service provider reserves the right to demand immediate payment of the entire outstanding debt in the event of late payment of partial amounts or ancillary claims (loss of deadline).

11.6 The customer is not entitled to offset his own claims against claims of the service provider, unless the customer's claim has been recognized in writing by the service provider or has been determined by a court.

12. Duration of Contract

12.1 This contract generally ends with the completion of the project.

12.2 Irrespective of this, the contract can be terminated by either party at any time for important reasons without observing a period of notice. An important reason is, in particular,

• if a contractual partner breaches essential contractual obligations or

• if insolvency proceedings are opened against a contractual partner or the application for bankruptcy is rejected due to a lack of assets to cover costs.

13. Final Provisions

13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other of any changes immediately.

13.2 Changes to the contract and these general terms and conditions must be in writing; as well as a departure from this formal requirement. Verbal collateral agreements do not exist.

13.3 Substantive Austrian law is applicable to this contract, excluding the reference norms of private international law. The place of fulfillment is the place of business establishment of the contractor. The court at the place of business of the contractor is responsible for disputes.

14. Governing Law

The contract and all mutual rights and obligations derived from it as well as claims between the service provider and the customer are subject to Austrian substantive law to the exclusion of its reference standards and to the exclusion of the UN Sales Convention.

15. Place of Performance and Jurisdiction

15.1 Place of fulfillment is the seat of the service provider. In the case of shipping, the risk passes to the customer as soon as the service provider has handed over the goods to the transport company you have chosen.

15.2 The place of jurisdiction for all legal disputes arising between the service provider and the customer in connection with this contractual relationship is the competent court for the service provider's registered office. Irrespective of this, the service provider is entitled to sue the customer at his general place of jurisdiction.

15.3 Insofar as designations relating to natural persons are only given in the masculine form in this contract, they refer to women and men in the same way. When applying the designation to specific natural persons, the respective gender-specific form is to be used.

Version 12/2022