General Terms and Conditions - Fenion GmbH

1. General Principles

1.1. Fenion GmbH (hereinafter referred to as "Fenion") provides all services based on these "General Terms and Conditions" (hereinafter referred to as "GT&C") and the individual written offer from Fenion.

1.2. These GT&C also apply to all future contractual relationships, even if Fenion's offer does not explicitly refer to them.

1.3. Deviating general terms and conditions of the client only apply if Fenion has expressly accepted them in writing.

1.4. Changes to these GT&C must be in writing. Oral side agreements and statements are only effective if Fenion confirms them in writing.

2. Scope of consulting services, conclusion of contract

2.1. The scope of services is based on the written offer from Fenion.

2.2. Offers are valid for four weeks, unless otherwise specified in the offer.

2.3. The contract comes into effect upon acceptance of the offer submitted by Fenion. Acceptance occurs when Fenion receives the order confirmation signed by the customer which is enclosed with the offer.

3. Obligations to cooperate

3.1. The client shall ensure that Fenion is provided with all necessary information or data in a timely manner and the required reliable, correct and complete information is provided, even without a specific request. This also applies to all information, data, processes and circumstances that are only available or become known during performance of our services.

3.2. The relationship of trust between the client and Fenion requires Fenion to be comprehensively informed about previous and/or ongoing services that are related to the scope to be provided. The client ensures that all prerequisites, as stated in the offer, are correct.

3.3. The client will promptly make all decisions required to provide the agreed services and obtain any necessary approvals (e.g. approvals from the group management, the supervisory board, the employees, the works council, etc.).

3.4. If the agreed services are provided on the client's premises, the client will provide the necessary office infrastructure free of charge and ensure that all organizational framework conditions are in place and that undisturbed service provision is guaranteed.

3.5. If the client breaches his duty to cooperate or there are other circumstances beyond Fenion's sphere of influence which prevent Fenion from providing the agreed services, the agreed schedule (milestones) will be postponed. In addition, Fenion is entitled to charge the client for any additional costs (e.g. idle times of the employees in charge).

4. Performance of services

4.1. Fenion is obligated to provide the services identified in the offer, but not the achievement of a specific economic result.

4.2. Fenion is entitled to regard the information and documents provided by the client as correct and complete. Fenion is not obliged to detect inaccuracies, unless specifically agreed otherwise.

4.3. Fenion will endeavor to fulfill the client's request for the use of certain employees, but reserves the right to use and reassign employees at its own discretion as it is appropriate, useful, and feasible for the purpose of providing the services.

4.4. Fenion is entitled to perform the agreed services in whole or in part through cooperation partners or competent third parties, unless prohibited by the client.

5. Rights of use, protection of intellectual property, confidentiality

5.1. All documents provided by Fenion in paper or electronic form (in particular, the offer, analyses, statements, expert opinions, etc.) are intellectual property of Fenion. The client recognizes Fenion's exclusive rights to the documents, whether they are protected by copyright, trademark law, or competition law or not.

5.2. The client is only allowed to use the provided documents for its own business purposes. The client is not permitted to change analyses, statements, expert opinions, etc. provided by Fenion.

5.3. Without the prior written consent of Fenion, the client is prohibited from disclosing the documents in whole or in part to third parties, making them public, quoting from them, or referring to them in relation to third parties. This also applies if the client has obtained the consent of Fenion if the economic environment and relevant conditions have changed since the consent was obtained and/or the consulting services are now outdated.

5.4. In the event of a breach of points 5.2 or 5.3, Fenion is released from any liability for any damages resulting therefrom.

5.5. The relationship of trust between the client and Fenion requires strict confidentiality. With regard to a service agreement or contract that has been concluded and all information related to this agreement provided by the disclosing party as confidential, the recipient agrees to adequately protect the confidential information in accordance with applicable professional principles or to use the confidential information only for the performance of this agreement and to reproduce it only to the extent necessary for the fulfillment of the agreement. Confidentiality does not apply to information that is already known to third parties or to the recipient.

5.6. Fenion, its employees, and the involved cooperation partners undertake to maintain confidentiality with regard to all matters that become known to them in connection with their activities for the client.

5.7. Fenion may only hand over reports, expert opinions, and other written documents on its activities and their results to third parties with the consent of the client.

5.8. The obligation of confidentiality also applies after the termination of the service relationship or agreement. This does not apply in cases where there is a legal obligation to disclose or if Fenion has been expressly released from the confidentiality obligation by the client.

6. Data protection

6.1. Fenion is entitled to process personal data entrusted to it as part of its consulting activities and to have it processed by third parties.

6.2. Fenion and its employees undertake to maintain the secrecy of data in accordance with the applicable provisions of the Data Protection Act (DSGVO) and will also obligate any involved third parties to do so.

6.3. The client agrees to receive information and announcements about the services, events, etc. offered by Fenion to a reasonable extent by post, email, telephone, and fax. The client can revoke this consent at any time.

7. Fees

7.1. The amount of Fenion's fee depends on the type and scope of the agreed services and is specified in Fenion's offer. In the absence of an explicit agreement, an appropriate fee is owed.

7.2. Any travel expenses of Fenion employees and cash expenses will be charged separately.

7.3. Unless otherwise agreed, invoicing takes place monthly in arrears.

7.4. The invoices are due for payment immediately without deduction, unless agreed otherwise.

7.5. Any objections to invoices must be made in writing to Fenion within seven days of receipt. The omission of objections within this period is considered as acknowledgment of the invoice.

7.6. In the event of a delay in payment, Fenion is entitled to charge interest on arrears at a rate of 8% above the base interest rate (according to § 352 UGB). Furthermore, Fenion is entitled to temporarily suspend ongoing services and to withdraw from the service agreement after an unsuccessful reminder. The customer bears all reminder and collection charges incurred and necessary for appropriate legal prosecution as well as legal prosecution costs.

8. Termination

8.1. The service agreement can be terminated in writing by either party, subject to a notice period of six months, at the end of a calendar quarter, unless otherwise agreed (such as in the case of the commissioning of definable projects or project parts).

8.2. The client will compensate Fenion for the services rendered and expenses incurred until the end of the contractual relationship.

9. Liability

9.1. Fenion is only liable for the final reports to the extent agreed upon and under no circumstances for intermediate reports including e-mails and other communication provided during the project period.

9.2. Fenion is only liable for damages if intent or gross negligence can be proven. Liability for simple negligence is excluded in any case. This also applies if Fenion uses third parties for the fulfillment of the contract.

9.3. Fenion is not liable for lost profits, deficiency damages, indirect and consequential damages, and pure financial losses of any kind.

9.4. In addition, Fenion's liability is limited to the amount of the annual contract sum. As an individual case of damage is to be understood, the sum of the claims for damages of all entitled parties resulting from a single performance. Fenion is also only limited liable up to the annual contract sum for damages that have occurred within the framework of several similar, uniform performances due to several breaches based on the same technical error.

9.5. If, in the opinion of the client, the potential volume of damages exceeds the aforementioned amount, Fenion will, at the request of the client, try to take out an additional insurance to the existing liability insurance that covers this risk, provided that the client assumes the insurance premium incurred.

9.6. Any claims for damages must be asserted in court within three months of knowledge of the damage, but no later than three years after the event giving rise to the claim, otherwise they will be excluded.

9.7. If Fenion involves a third party, e.g. a data processing company, a business trustee, or a lawyer, in the provision of its consulting services and has notified the client of this in writing, Fenion is released from liability and only the third party involved shall be liable to the client for the damage for which it is responsible.

9.8. Any Liability of Fenion towards persons other than the client is expressly excluded. If documents of Fenion are passed on to third parties with their consent, a liability of Fenion towards the third party is not established thereby. If Fenion is exceptionally liable towards a third party, the above-mentioned liability limitations apply not only in the relationship between Fenion and the client, but also towards the third party. In any case of the assertion of claims for damages by a third party against Fenion, the client will fully indemnify and hold Fenion harmless.

10. Loyalty, Non-solicitation

10.1. During the term of the service agreement and for a further period of six months after completion of the services, it is prohibited for the client to employ employees of Fenion who were involved in the fulfillment of the contract. In case of a violation of this obligation, the client shall pay a contractual penalty of EUR 50,000.

11. Final provisions

11.1. Fenion is entitled to include the client's company and the project in its reference list, i.e. to mention or list the company name, company trademarks or brands, and a general description of the project to third parties. The client agrees to provide information about Fenion to a reasonable extent after prior notification.

11.2. The client is not entitled to transfer rights or obligations under the service agreement to third parties without the prior written consent of Fenion. Fenion is entitled to transfer rights and obligations under the service agreement to a subsidiary or associate company with debt-discharging effect without separate consent of the client.

11.3. Fenion uses high-quality technology to detect and filter out unwanted emails (spam). However, it may happen that an email is mistakenly qualified as spam. Therefore, Fenion cannot guarantee that the client's emails will actually reach the desired recipient.

11.4. The place of fulfillment is Vienna. The jurisdiction of the Vienna Commercial Court is agreed upon for disputes arising from these GT&Cs.

11.5. This GT&Cs shall be governed exclusively by Austrian law with the exception of its conflict of law rules.

11.6. Should individual provisions of these GT&C be or become invalid, the remaining content shall not be affected thereby.