General Terms and Conditions
1 General Terms and Conditions / Scope
1.1 For all legal transactions between the Principal and Agilistas GmbH, reg. no. 606665 f – hereinafter referred to as “AGILISTAS” – only these General Terms and Conditions shall apply. The valid version at the time of contract conclusion shall be binding. Any conflicting general terms and conditions of the Principal shall be invalid unless expressly acknowledged in writing by AGILISTAS. The term “services” includes all services provided by AGILISTAS, such as consulting services, trainings, coachings, workshops, etc.
1.2 Upon contract conclusion between AGILISTAS and a Principal, the Principal acknowledges the underlying terms and conditions. Should any provision of these terms and conditions be deemed invalid for any reason, the validity of the remaining provisions shall not be affected. Oral agreements require written confirmation to be effective.
2 Order Placement, Obligations of the Principal
2.1 AGILISTAS provides an individual service offer upon request. Services are to be ordered in relation to a specific offer. Unless otherwise stated, AGILISTAS’ offers are valid for 30 days from the date of issuance. Any order must be placed within this period. The acceptance of an order is only confirmed through a written order confirmation by AGILISTAS.
2.2 The scope and place of performance for a specific service shall be contractually agreed upon between the Principal and AGILISTAS on a case-by-case basis, with the standard place of performance being online via a video conferencing system. Any travel expenses to the Principal’s place of business are included in the prices of the respective offer or explicitly indicated separately.
2.3 AGILISTAS is entitled to fully or partially delegate its obligations to perform the service to qualified third parties. The payment of the third party is solely made by AGILISTAS itself. There is no direct contractual relationship of any kind between the third party and the Principal.
2.4 AGILISTAS is free of instructions in the production of the agreed work. AGILISTAS is not bound to a specific place of work or specific working hours.
2.5 The Principal ensures that all conditions at their place of business allow for undisturbed work that promotes the smooth progress of the consulting process. The Principal will also provide AGILISTAS with comprehensive information regarding any prior or ongoing consultations that are relevant to AGILISTAS or the fulfillment of the service contract. The Principal ensures that AGILISTAS is timely provided with all necessary documents for the fulfillment and execution of the service and is informed of all proceedings and circumstances that are relevant to the execution of the service. This also applies to all documents, proceedings, and circumstances that become known to AGILISTAS during their engagement, even without specific request.
3 Interruption / Cancellation by the Principal
3.1 Cancellation or rescheduling must be done in written form (letter or email). Engaged services can only be canceled free of charge with the agreement of AGILISTAS, and AGILISTAS will attempt to find a mutually satisfactory solution.
3.2 The rescheduling or cancellation of a service (especially a training or workshop) can be done free of charge by the Principal until 10 working days prior to the start of the training. For rescheduling or cancellation between the 9th and 5th working day before the commencement of service, a cancellation fee of 50% of the agreed price in the contract will be invoiced to the Principal. For cancellation up to and including 5 working days prior to the commencement of service, a cancellation fee of 100% of the agreed price in the contract will be invoiced.
4 Protection of Intellectual Property / Copyright
4.1 All third-party logos, images, and graphics presented by AGILISTAS within the scope of service provision are the property of the respective companies and are subject to the copyright of the corresponding licensors. The copyrights of all materials provided by AGILISTAS, its employees, and contracted third parties, including photos, logos, texts, reports, etc., remain with AGILISTAS and may not be copied or used in any other way without the consent of AGILISTAS. All rights reserved. Unauthorized reproduction/distribution of the work does not create any liability of AGILISTAS towards third parties, especially regarding the accuracy of the work.
4.2 The violation of these provisions by the Principal entitles AGILISTAS to immediate termination of the contractual relationship and to assert other legal claims, particularly for injunction and/or compensation.
5 Liability / Force Majeure
5.1 AGILISTAS shall only be liable to the Principal for damages – excluding personal injury – in cases of gross negligence (intent or gross negligence). The Principal must provide evidence that the damage is attributable to AGILISTAS’s fault.
5.2 AGILISTAS shall not be liable for the impossibility or organizational changes to a service (especially training or workshop) to the extent that they are caused by force majeure or other unforeseeable events at the time of contract conclusion (e.g., transport delays, governmental measures) that AGILISTAS is not responsible for. If such events significantly impede or make it impossible for AGILISTAS to carry out the service at the agreed-upon date, AGILISTAS is entitled to withdraw from the contract or carry out the service under modified organizational conditions to the necessary extent. If the Principal finds it unreasonable to participate in the service (e.g., training, workshop) due to such organizational changes, they may withdraw from the contract by promptly notifying AGILISTAS in writing.
6 Confidentiality / Data Protection
6.1 AGILISTAS undertakes to maintain absolute confidentiality regarding all business matters brought to its knowledge, in particular, trade secrets and any information obtained about the nature, scope of operations, and practical activities of the Principal.
6.2 Furthermore, AGILISTAS commits to maintain confidentiality regarding the entire content of the work, as well as all information and circumstances that have come to its knowledge in connection with the creation of the work, including the data of the Principal’s clients, towards third parties.
6.3 AGILISTAS is released from the obligation of confidentiality towards any assistants or deputies it may employ.
7.1 Ongoing services, such as consultations, are invoiced retrospectively at the end of each month unless otherwise agreed. In the case of the complete utilization of the contracted quota, billing is done after the last day of consultation.
7.2 Trainings and workshops are invoiced at the beginning of the service provision.
7.3 In the event of non-payment of interim invoices, AGILISTAS is relieved of its obligation to provide further services. However, this does not affect the enforcement of any other claims resulting from non-payment.
7.4 If a contracted quota is not utilized by the Principal within the agreed-upon service period, AGILISTAS reserves the right to invoice the remaining quota at the end of the service period.
8 Invoicing, Default Interest
8.1 AGILISTAS is authorized to send invoices to the Principal in electronic form. The Principal expressly agrees to receive invoices from AGILISTAS in electronic form.
8.2 If the Principal is in default with the payment, AGILISTAS is entitled to claim default interest at the legally prescribed rate.
9 Final Provisions
9.1 The competent court at the registered office of AGILISTAS in 4202 Hellmonsödt shall have exclusive jurisdiction to decide on all disputes arising in connection with the business relationship.
9.2 In the event that any disputes, which cannot be solved by mutual agreement, arise from this Contract, the Parties to the contract agree to engage a listed mediator (Austrian Civil Rights Mediation Law (ZivMediatG)) specialized in business mediation from the list of the Austrian Ministry of Justice in order to reconcile these out of court. Should no mutual agreement regarding the selection of the business mediator or with regard to content be possible, legal measures shall be initiated no sooner than one month after the negotiations fail.
9.3 In the event that mediation could not be held or was discontinued, any litigation initiated shall be subject to Austrian law.
As agreed, all necessary costs incurred due to previous mediation, particularly for legal advisors consulted, may be claimed in litigation or arbitration as “pre-trial costs”.
Valid from July 10, 2023