AND CONDITIONS.
Quasiflux e.U.
Bloch-Bauer-Promenade 30
A-1100 Vienna
https://quasiflux.com
qusiflux@icloud.com
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and Quasiflux. The version valid at the time of the conclusion of the contract shall be decisive.
1.2 These General Terms and Conditions also apply to all future contractual relationships, and thus also if they are not expressly referred to in additional contracts.
1.3 Any conflicting General Terms and Conditions of the client are invalid, unless they are expressly acknowledged in writing by Quasiflux.
1.4 If individual provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to it in terms of meaning and economic purpose.
2. Scope of the Consulting Agreement / Representation
2.1 The scope of a specific consulting agreement shall be agreed upon individually in the contract.
2.2 Quasiflux is entitled to have the tasks incumbent upon it performed in whole or in part by third parties. The payment of the third party shall be made exclusively by Quasiflux itself. No direct contractual relationship of any kind shall arise between the third party and the client.
2.3 The client undertakes not to enter into any kind of business relationship with persons or companies that Quasiflux uses to fulfill its contractual obligations during and until three years after the termination of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that Quasiflux also offers.
3. Disclosure Obligation of the Client / Completeness Declaration
3.1 The client shall ensure that the organizational framework conditions at his/her business location allow for work that is as undisturbed as possible and promotes the rapid progress of the consulting process.
3.2 The client shall inform Quasiflux comprehensively about any consultations carried out and/or ongoing - also in other fields.
3.3 The client shall ensure that Quasiflux is provided with all documents necessary for the fulfillment and execution of the consulting agreement in a timely manner, even without special request, and is informed of all transactions and circumstances that are relevant for the execution of the consulting agreement. This also applies to all documents, transactions, and circumstances that become known during Quasiflux's activity.
3.4 The client shall ensure that his/her employees and the legally established and, if applicable, established employee representation (works council) are informed about Quasiflux's activity before it begins.
4. Safeguarding Independence
4.1 The contracting parties undertake to be loyal to each other.
4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the endangerment of the independence of third parties and employees commissioned by Quasiflux. This applies in particular to offers by the client for employment or the assumption of contracts on their own account.
5. Reporting / Reporting Obligation
5.1 Quasiflux undertakes to report to the client on his/her work, that of his/her employees, and, if applicable, that of commissioned third parties in accordance with the progress of the work.
5.2 The final report shall be provided to the client within a reasonable time, i.e., two to four weeks, depending on the nature and scope of the consulting agreement, after completion of the assignment.
5.3 Quasiflux is free to create the agreed work according to his/her own discretion and responsibility. He/she is not bound to any specific place of work or working hours.
6. Protection of Intellectual Property
6.1 The copyrights to the works created by Quasiflux and his/her employees and commissioned third parties remain with Quasiflux. They may be used by the client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. The client is not entitled to reproduce and/or distribute the work (the works) without the express consent of Quasiflux. In no case does an unauthorized reproduction/distribution of the work create any liability of Quasiflux - in particular for the accuracy of the work - towards third parties.
6.2 The client's violation of these provisions entitles Quasiflux to immediate termination of the contractual relationship and assertion of other legal claims, in particular for injunction and/or damages.
7. Warranty
7.1 Quasiflux is entitled and obliged, without regard to fault, to correct any inaccuracies and defects in his/her performance within the scope of the statutory warranty. He/she shall inform the client of this immediately.
7.2 This claim of the client expires six months after the provision of the respective service.
8. Liability / Damages
8.1 Quasiflux is liable to the client for damages - except for personal injuries - only in the event of gross negligence (intent or gross negligence). This applies analogously to damages caused by third parties commissioned by Quasiflux.
8.2 Damage claims of the client can only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years after the event giving rise to the claim.
8.3 The client must prove in each case that the damage is due to a fault of Quasiflux.
8.4 If Quasiflux provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, Quasiflux assigns these claims to the client. The client shall primarily assert these claims against these third parties.
9. Confidentiality / Data Protection
9.1 Quasiflux undertakes to maintain absolute secrecy about all business matters that become known to him/her, in particular business and trade secrets as well as any information that he/she receives about the type, scope, and practical activity of the client.
9.2 Furthermore, Quasiflux undertakes to maintain secrecy with regard to the entire content of the work as well as all information and circumstances that have become known to him/her in connection with the creation of the work, in particular also with regard to the data of the client's clients, vis-à-vis third parties.
9.3 Quasiflux is released from the obligation of secrecy vis-à-vis any assistants and representatives to whom he/she is entitled. However, he/she must fully impose the obligation of secrecy on them and is liable for their breach of the confidentiality obligation as for his/her own breach.
9.4 The obligation of secrecy extends indefinitely beyond the end of this contractual relationship. Exceptions apply in the case of legally provided testimony obligations.
9.5 Quasiflux is entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The client guarantees to Quasiflux that all necessary measures, in particular those in the sense of the Data Protection Act, such as declarations of consent of the persons concerned, have been taken for this purpose.
10. Fee
10.1 Upon completion of the agreed work, Quasiflux shall receive a fee in accordance with the agreement between the client and Quasiflux. Quasiflux is entitled to issue interim invoices and to demand interim payments corresponding to the progress of the work. The fee shall be due in each case upon invoicing by Quasiflux.
10.2 Quasiflux shall issue an invoice in each case, which entitles to deduct input tax and contains all legally required features.
10.3 Cash expenses, expenses, travel expenses, etc. shall be reimbursed additionally against invoice by Quasiflux.
10.4 If the execution of the agreed work does not take place due to reasons on the client's side or due to a legitimate premature termination of the contractual relationship by Quasiflux, Quasiflux retains the right to claim payment of the entire agreed fee, less expenses saved. In the case of an agreement on an hourly fee, the fee for the number of hours that would have been expected for the entire agreed work, less the expenses saved, shall be paid. The expenses saved are agreed as a lump sum at 30 percent of the fee for those services that Quasiflux has not yet provided up to the day of termination of the contractual relationship.
10.5 The client shall be in default without reminder if he/she does not pay at the latest 14 days after due date and receipt of an invoice or equivalent payment request.
10.6 In the event of default in payment, default interest at the rate of 9% above the respective base interest rate p.a. shall be agreed. The assertion of a higher default damage remains reserved. In the event of default in payment, the client shall reimburse the creditor for the collection and dunning expenses incurred, insofar as they are necessary for the purposeful legal prosecution. In the event of default in payment, Quasiflux is entitled to suspend further services until the outstanding amount has been settled.
11. Withdrawal from the Contract
11.1 In the event of a breach of a contractual obligation, Quasiflux is entitled to withdraw from the contract. This applies in particular if the client does not meet his/her payment obligations despite a reminder.
11.2 In the event of withdrawal by Quasiflux for good cause, in particular in the event of endangerment of independence by the client or gross breach of a duty to cooperate, Quasiflux is entitled to the full agreed fee, less expenses saved.
12. Applicable Law / Jurisdiction
12.1 The contractual relationship between the client and Quasiflux and these General Terms and Conditions shall be governed by Austrian law, excluding the provisions of international private law, in particular the UN Sales Law.
12.2 The court with subject-matter jurisdiction for Quasiflux's registered office shall be agreed as the place of jurisdiction for all disputes arising directly or indirectly between the client and Quasiflux.
13 Final Provisions
13.1 The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.
13.2 Amendments to the contract and these GTC require written form; this also applies to any deviation from this formal requirement. No oral collateral agreements exist.
13.3 The law of the Republic of Austria shall apply to this contract, excluding its conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of the professional establishment of the contractor. The court at the place of business of the contractor shall have jurisdiction for disputes.