General terms and conditions
§ 1 Preamble
Between ROSAM.GRÜNBERGER | Change Communications GmbH (hereinafter referred to as “RGCC”) and its clients, these General Terms and Conditions (hereinafter referred to as “GTC”) shall apply exclusively to all business transactions. In particular, the client’s GTC shall not become an integral part of the contract, regardless of whether they contain terms and conditions that deviate from or supplement these terms and conditions. If, however, the Client’s General Terms and Conditions are to become part of the contract, this shall be stated separately in the consulting agreement.
Agreements deviating from or supplementing the GTC must in any case be made in writing.
RGCC is entitled to change these GTC at any time or to adapt them in the event of a change in a legal provision. The client will be informed of any change to the GTC in due time. If this change is not objected to within one month of reception, the client shall be deemed to have accepted it.
§ 2 Offer and conclusion of contract
In addition to the present GTC, the foundation of the business relations is the respective consulting contract and/or service and cost offer as well as verbal agreements between RGCC and its clients. In this sense, the respective scope of services, the remuneration, the duration of the contract as well as other possible necessary agreements are specified in particular. For the fulfillment of this order, RGCC reserves the right to engage vicarious agents.
The offers of RGCC are subject to change. The client is bound to his order 30 days after reception by RGCC.
A contract is concluded with the written conclusion of the contract or the written confirmation of the order offer by RGCC, at the latest, however, with the start of the performance of the service. RGCC reserves the right to refuse a client’s order without giving any reason.
§ 3 Performance and fee
For RGCC, a claim for remuneration arises in principle with the respective client for each service rendered. All services provided by RGCC that are not explicitly covered by the agreed fee are therefore remunerated separately. This applies in particular to all additional services provided by RGCC.
All cash expenses incurred by RGCC shall be reimbursed by the client, unless otherwise agreed.
The amount of the fee is based on the individual agreement between RGCC and the client. A challenge in this regard due to laesio normis or error is hereby explicitly excluded by the contracting parties.
The prices calculated in an order confirmation, in a contractual agreement or in a possible offer are net prices plus the statutory value added tax (VAT).
§ 4 Third-party services
If third-party services are used by RGCC to fulfill the order, they must be approved by the client in advance. The contract for the external service is concluded with the client and the third party company and is therefore settled between the client and the third party company without the intervention of RGCC.
§ 5 Duties to cooperate
The client undertakes to RGCC to provide all necessary information for the delivery of the order.
In order that RGCC does not incur any delays or additional costs or that the workflow of RGCC is not impaired in any way, the client further undertakes to issue any necessary approvals or releases in due time.
§ 6 Ownership and copyright protection
All services provided by RGCC (e.g. ideas, concepts, specific PR measures, etc.), including individual parts thereof, remain the property of RGCC. By paying the fee, the client only acquires the non-exclusive right of use for the agreed purpose and in the agreed scope of use. In the absence of any agreement to the contrary with RGCC, the client may only use RGCC’s services himself (including any affiliated companies) and for the duration of the contract. Modifications of RGCC’s services by the client are only permissible with the expressed consent of RGCC and – insofar as the services are protected by copyright – of the copyright holder. RGCC and the author are entitled to a separate appropriate remuneration for this.
RGCC is entitled to refer to RGCC and, if applicable, to the author of all information means and, in all measures, without the client being entitled to any claim to remuneration for this.
§ 7 Payment
Invoices from RGCC are to be transferred without deduction to the account notified by RGCC no later than 14 days after the invoice date. In the event of late payment, default interests between entrepreneurs shall be deemed to have been agreed at the statutory rate above the base interest rate. Delivered documents, goods or similar remain the property of RGCC until full payment has been made. The client may only offset or assert a right of retention with undisputed or legally established claims.
§ 8 Warranty, compensation and liability
RGCC undertakes to perform the tasks assigned to it with professional and commercial diligence to the best of its knowledge and in compliance with the general principles of public relations and/or lobbying. Should any discrepancies nevertheless arise for the client during the performance of the assignment by RGCC, the client must assert and substantiate any complaints in writing within seven working days after performance by RGCC. In the case of justified and timely complaints, the client has the right to improvement of the performance by RGCC.
Claims for damages by the client, in particular due to delay, impossibility of performance, positive breach of contract, fault on conclusion of the contract, defective or incomplete performance, consequential damage caused by a defect or due to tortious acts are excluded, unless they are based on intent or gross negligence on the part of RGCC. Claims asserted on the basis of (alleged) gross negligence on the part of RGCC are capped at the respective order value. RGCC is not liable for damages caused by third parties or subcontractors.
The client is explicitly responsible for compliance with the legal provisions, in particular those relating to competition law and copyright, in the communication or lobbying measures proposed by RGCC. Accordingly, the client indemnifies RGCC against any claims of third parties. The client shall thus compensate RGCC for all financial and other disadvantages (including immaterial damages).
§ 9 Data protection
§ 10 Final provisions
RGCC is entitled to transfer its rights and obligations under contracts or agreements with clients to their respective individual or universal successors at any time. The transfer of rights and obligations under contracts or agreements of the client with RGCC to their respective individual or universal successors requires the explicit consent of RGCC.
Notices provided for in these GTC or by law shall be deemed to have been received on the date on which they are received at the address last specified in writing by the contracting parties. A change of address must be explicitly notified to the other contracting party in writing and shall become effective two weeks after arrival at the address of the other contracting party.
All legal issues arising from or in connection with these GTC shall be governed by Austrian law to the exclusion of its conflict of law rules (in particular to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the IPRG).
The contracting parties agree that all disputes arising from an ongoing contractual relationship shall be subject to the exclusive jurisdiction of the competent court in Vienna.
If a provision of these GTC, a subsequent amendment or addition is invalid or becomes invalid, then the validity and effectiveness of the remaining provisions of these GTC shall not be affected. In the event of invalidity, ineffectiveness or unenforceability, a provision that comes as close as possible to this provision in terms of the economic result and is not invalid, ineffective or unenforceable shall be deemed agreed between the contracting parties. In this context, the concrete economic interest of the contracting parties shall be determined in particular from the void, invalid or unenforceable provision.
As of September 2021.