1. SCOPE
1.1. Danja Bauer – voice and presentation trainer, hereinafter referred to as the Contractor – provides her services exclusively on the basis of these General Terms and Conditions. These also apply to all future business relationships, even if no express reference is made to them.
1.2. Any side agreements, reservations, amendments, or additions to these General Terms and Conditions must be in writing to be valid; this also applies to any waiver of this written form requirement.
1.3. Any conflicting or deviating terms and conditions of the other party to the contract shall only be effective if expressly acknowledged by the Contractor in writing, even if the Contractor is aware of them.
1.4. Should any provision of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions or the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its intended purpose.
2. CONCLUSION OF CONTRACT
2.1. The basis for the conclusion of the contract is the respective offer from the contractor or the order from the client, which specifies the scope of services and the remuneration. The contractor's offers are subject to change and non-binding.
2.2. If the client places an order, they are bound by it for two weeks from the date of its receipt by the contractor. The contract is concluded upon acceptance of the order by the contractor. Acceptance must be in writing (e.g., by an order confirmation), unless the contractor clearly indicates (e.g., by commencing work based on the order) that they accept the order.
2.3. To ensure the achievement of the objectives, purchased packages must be used by the client within three to six months of the purchase date; otherwise, they expire. After six months without use of the service, the purchase becomes invalid.
3. SCOPE OF SERVICES, ORDER PROCESSING AND CLIENT'S OBLIGATIONS TO COOPERATE
3.1. The scope of services to be provided is defined by the client's order, the service description, or the specifications in the contract. Subsequent changes to the scope of services must be in writing.
3.2. The client will promptly provide the contractor with all information and documents necessary for the performance of the services. The client will inform the contractor of all events relevant to the execution of the order, even if these circumstances only become known during the execution of the order. The client will bear any costs incurred by the contractor as a result of work having to be repeated or delayed due to incorrect, incomplete, or subsequently changed information provided by the client.
4. EXTERNAL SERVICES/ EMGAGEMENT OF THIRD PARTIES
4.1. The Contractor is entitled, at its sole discretion, to perform the services itself, to engage third parties to perform the services under this agreement, and/or to substitute such services ("subcontractor").
4.2. Subcontractors are engaged either in the Contractor's own name or in the name of the Client, but in any case, at the Client's expense.
4.3. The Contractor will carefully select subcontractors and ensure that they possess the necessary professional qualifications.
5. DEADLINES
5.1. Agreements regarding deadlines and dates must be recorded or confirmed in writing. The Contractor will endeavor to meet the agreed deadlines. However, the Client is only entitled to assert its legally entitled rights in the event of non-compliance with deadlines if it has granted the Contractor a reasonable grace period of at least 14 days. This period begins upon receipt of a written reminder by the Contractor.
5.2. After the grace period has expired without result, the client may withdraw from the contract. The contractor is only liable for damages due to delay in cases of intent or gross negligence.
5.3. Unavoidable or unforeseeable events – in particular delays on the part of the client – release the contractor from the obligation to meet the agreed delivery date. The same applies if the client is in default with its obligations necessary for the execution of the order (e.g., providing documents or information). In this case, the agreed date will be postponed at least by the duration of the delay.
5.4. Agreed dates are binding and can be canceled free of charge up to 72 hours (weekdays excluding Saturdays and Sundays) before the scheduled date by SMS or email.For cancellations made with less than 48 hours' notice, the consultation/service will be billed in full. Missed sessions and appointments canceled with too little notice are considered forfeited and will not be rescheduled. If the contractor has to cancel appointments due to unforeseen circumstances and no acceptable alternative date can be found, the outstanding amount will be refunded.
6. WITHDRAWAL FROM THE CONTRACT
The contractor is entitled to withdraw from the contract, in particular, if:
– the performance of the service is impossible due to reasons attributable to the client or is further delayed despite a grace period being granted.
– there are justified concerns regarding the client's creditworthiness and the client, upon the contractor's request, neither makes advance payments nor provides suitable security before the contractor's performance.
7. FEES
7.2. All services provided by the contractor that are not expressly covered by the agreed fee will be billed separately. All out-of-pocket expenses incurred by the contractor, e.g., for courier services, shipping costs, or travel, are to be reimbursed by the client.
8. PAYMENT
8.1. The contractor's invoices are due upon receipt of the invoice and, unless otherwise agreed, are payable within ten calendar days of receipt. In the event of late payment, default interest of 10% per annum shall apply.
8.2. The client undertakes to bear all costs and expenses associated with the collection of the debt, including, in particular, collection fees and other costs necessary for appropriate legal action.
8.3. In the event of default of payment by the client, the contractor may declare all services and partial services rendered under other contracts concluded with the client immediately due and payable.
8.4. The client is not entitled to offset its own claims against claims of the contractor, unless the client's claim has been acknowledged in writing by the contractor or established by a court of law. The client's right of retention is excluded.
8.5. The contractor's services are processed directly via payment through its website. The contractor is entitled to send invoices to the client electronically. The client expressly agrees to receive invoices electronically from the contractor.
9. WARRANTY AND DAMAGES
9.1. In the event of a justified complaint regarding defects, the defects will be remedied within a reasonable period, whereby the client shall enable the contractor to take all measures necessary for the investigation and rectification of the defects. The contractor is entitled to refuse to remedy the defects if this is impossible or would involve disproportionate expense for the contractor.
9.2. The reversal of the burden of proof pursuant to Section 924 of the Austrian Civil Code (ABGB) to the detriment of the contractor is excluded. The client bears the burden of proving the existence of the defect at the time of delivery, the time of its discovery, and the timeliness of the notification of defects.
9.3. Claims for damages by the client, in particular due to delay, impossibility of performance, breach of contract, negligence in the formation of the contract, defective or incomplete performance, consequential damages, or tortious acts, are excluded unless they are based on intent or gross negligence on the part of the contractor.
9.4. Any claim for damages must be asserted within six months of the claimant becoming aware of the damage.
9.5. Claims for damages are limited to the value of the contract, excluding taxes.
10. APPLICABLE LAW
The legal relationship between the client and the contractor is governed exclusively by Austrian law, excluding its conflict of laws rules. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.
11. PLACE OF PERFORMANCE AND JURISDICTION
11.1. The place of performance is Vienna.
11.2. The parties agree that the competent Austrian court at the contractor's registered office shall have jurisdiction over all disputes arising directly between the contractor and the client.
Vienna, 2022