1. CONCLUSION OF CONTRACT
   
   

• NOX ventures e.U. (“Contractor”) provides its services exclusively on the basis of the following General Terms and Conditions (“T&C”). These apply to all legal relationships between the Contractor and the Client, even if no express reference is made to them.
  
  

• The version valid at the time the contract is concluded shall apply. Deviations and other supplementary agreements with the Client shall only be effective if they are confirmed in writing by the Contractor.
  
  

• Any terms and conditions of the Client shall not be accepted, even if known, unless expressly agreed otherwise in writing. The client’s general terms and conditions are hereby expressly rejected. No further objection to the client’s T&C is required.
  
  

• Amendments to the T&C shall be notified to the client and shall be deemed to have been agreed if the client does not object to the amended T&C in writing within 14 days.
  
  

2. SCOPE OF SERVICES
   
   

• The scope of the services to be provided is set out in the order letter and the offer by the Contractor, as well as any minutes of the initial meeting. Changes to the scope of services may only be made by both parties with the written consent of the Contractor.
  
  

• All of the Contractor’s services must be reviewed by the Client within a reasonable period of time (but no more than seven days) and, if necessary, approved. After expiry of this period without feedback from the Client, they shall be deemed to have been approved by the Client.
  
  

• The Client shall provide the Contractor with all information and documents required for the fulfillment of the order. The Contractor shall inform the Client which information and documents these are; possible costs and other expenses shall be borne by the Client. The client shall be responsible for any delays in project execution caused by the late transmission of information and documents.
  
  

Should the delayed transmission result in deviations from the offered schedule, the client shall not be entitled to any claims against the contractor.

The documents provided by the Client shall be checked by the Client itself for any copyrights, trademark rights, labeling rights or other rights of third parties. The Client guarantees the Contractor that the documents are free of third-party rights and can be used for the agreed purpose. If a claim is made against the Contractor by a third party due to such an infringement of rights, the Customer shall indemnify and hold the Contractor harmless and shall compensate the Contractor for all disadvantages incurred by the Contractor as a result of a third-party claim. The Client undertakes to support the Contractor in the defense against any third-party claims.

3. COMMISSIONING OF THIRD PARTIES
   
   

• The Contractor may use competent third parties as vicarious agents to provide services and commission services, unless the contracting parties have agreed otherwise.
  
  

• The commissioning of third parties shall take place either in the Contractor’s own name and for its own account or in the name and for the account of the Client, but the latter only after prior agreement and consent of the Client.
  
  

4. PERIOD OF PERFORMANCE
   
   

• Unless otherwise agreed, the delivery or performance dates specified by the Contractor shall be binding.
  
  

• Delays for which the Contractor is not responsible (in particular force majeure, etc.) shall postpone deadlines by the duration of the interruption in performance. However, the client shall also be entitled to withdraw from the contract in this case if the delay lasts longer than six weeks.
  
  

• In the event of a delay on the part of the Contractor, which is within the Contractor’s sphere of responsibility, the Client may withdraw from the contract by setting a reasonable (but at least 14-day) grace period. The Contractor shall only be liable in the event of default due to intent or gross negligence.
  
  

5. FEE AND TERMS OF PAYMENT
   
   

• The fee claim shall arise with the provision of an individual service, whereby the Contractor shall be free to agree payments on account in the individual payment plan.
  
  

The Contractor shall in any case be entitled to submit interim invoices for projects as soon as a service section has been completed.

• The fee shall be understood as a net fee excluding cash expenses and statutory VAT. In the absence of an agreement, the Contractor shall in any case also be entitled to a usage fee for the transfer of copyrights in the customary market amount.
  
  

• Cost estimates are generally non-binding and only represent an estimate if no lump sum price has been agreed. In the case of agreements on services to be provided by a director, invoicing shall be based on actual expenditure.
  
  

• If the Client cancels the commissioned work without good cause or a contractually agreed reason for termination, it shall remunerate the Contractor for the services rendered up to that point in accordance with the fee agreement, reimburse any costs incurred and also compensate the Contractor for lost profit. In the event of gross negligence on the part of the Contractor, the Contractor shall in any case be entitled to the entire fee in accordance with § 1168 AGBG, whereby the offsetting of savings in accordance with § 1168 para. 1 AGBG is excluded by mutual agreement. It is noted that the client does not acquire any rights of use to the services rendered upon payment of the entire fee.
  
  

• The fee is due immediately upon receipt of the invoice and without deduction, unless other terms of payment have been agreed in writing in individual cases. The service delivered by the Contractor shall remain its property until payment has been made in full.
  
  

• If the Client is in default of payment, the statutory default interest pursuant to § 456 UGB shall apply. Furthermore, the Client shall reimburse the reminder and collection charges incurred, insofar as they are necessary for appropriate legal action.
  
  

• Furthermore, the Contractor has a right of retention to its services and is not obliged to provide further services until the outstanding amount has been paid. The obligation to pay remuneration shall remain unaffected.
  
  

• The Client shall not be entitled to offset its own claims against claims of the Contractor.
  
  

6. RIGHTS OF USE
   
   

• All services of the Contractor that are covered by copyright law, including individual parts thereof, shall remain the property of the Contractor and may be reclaimed upon termination of the contractual relationship.
  
  

By paying the fee in full, the client acquires the right of use for the agreed purpose and for the agreed period of use.

• Changes or processing of the Contractor’s services, in particular their further development by the Client or third parties, are only permitted with the express consent of the Contractor.
  
  

• The Client shall be liable for any unlawful use in the amount of the appropriate fee for the use.

• Subject to written revocation, the Contractor is entitled to use its services for extensive advertising measures and for reference purposes and to share them on its website, in print and online media, as well as on social media channels and to refer to the name and website of the Client.
  
  

• The Client must refer to the author free of charge when using the services of the author in advertising measures.
  
  

7. WARRANTY
   
   

• The Client must give notice of defects immediately and in writing, but no later than 7 days after delivery/performance by the Contractor
  
  

• It is the responsibility of the Client to carry out a legal review of the service (in particular with regard to copyright, trademark and competition law). The Contractor shall only be obliged to carry out a rough check and its liability shall be limited to gross negligence.
  
  

The presumption of defect rule pursuant to § 924 Austrian Civil Code is excluded.

• The warranty period shall be six months from delivery/service. The right of recourse pursuant to § 933b (1) Austrian Civil Code expires twelve months after delivery/service. The presumption of defect rule pursuant to § 924 Austrian Civil Code is excluded.
  
  

• In the event of a defect, the client shall have no right of retention of its performance.
  
  

8. LIABILITY
   
   

• The Contractor shall only be liable for property damage or financial loss suffered by the Client in the event of gross negligence; liability for slight negligence is excluded.

• All claims asserted against the Client on the basis of the service provided by the Contractor (e.g. advertising measure) are expressly excluded. In particular, the Contractor shall not be liable for legal costs or attorney’s fees.

• The Client’s claims for damages shall expire six months after knowledge of the damage, but in any case after three years from the Contractor’s act of infringement. Claims for damages shall be limited to the net order amount.
  
  

9. MISCELLANEOUS
   
   

• The contract and all reciprocal rights and obligations and claims derived therefrom shall be governed by Austrian substantive law to the exclusion of its conflict of law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
  
  

• The District Court of Innere Stadt is agreed as the place of jurisdiction for all legal disputes arising between the Contractor and the Client in connection with this contractual relationship.
  
  

• Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid provision.