General Terms and Conditions

1 Scope and Execution of Contract

(1) The scope of the contract is generally determined in a written agreement drawn up between the client and the contractor.

(2) When contracted to perform services, consultation shall consist of the following activities:

(3) If the contractor receives a flat fee for services mentioned under a), b) and c), in the absence of written agreements to the contrary, the activities mentioned under d) and e) shall be invoiced separately. If the contractor receives a flat fee for services mentioned under d) and e), in the absence of written agreements to the contrary, the activities mentioned under a), b) and c) shall be invoiced separately.

(4) The aforementioned paragraphs (2) to (3) shall not apply to services requiring particular expertise provided by an expert.

(5) The contractor is not obliged to render any services, issue any warnings, or provide any information beyond the scope of the contract.

(6) The contractor shall have the right to engage suitable staff and other performing agents (subcontractors) for the execution of the contract and shall be free to have a person entitled to exercise the profession substitute for him/her in executing the contract. The contractor within the meaning of these Conditions of Contract refers to all persons who support the contractor in his/her operating activities on a regular or permanent basis, irrespective of the type of underlying legal transaction.

(7) The contractor is entitled to have the tasks assigned to them performed in whole or in part by third parties. The payment of the third party is made exclusively by the contractor. There is no direct contractual relationship of any kind between the third party and the client.

(8) In rendering his/her services, the contractor shall exclusively take into account Austrian law; foreign law shall only be taken into account if this has been explicitly agreed upon in writing.

(9) Should the legal situation change subsequent to delivering a final professional statement passed on by the client orally or in writing, the contractor shall not be obliged to inform the client of changes or of the consequences thereof. This shall also apply to the completed parts of a contract.

(10) The client shall be obliged to make sure that the data made available by him/her may be handled by the contractor in the course of rendering the services. In this context, the client shall particularly but not exclusively comply with the applicable provisions under data protection law and labor law.

(11) Unless explicitly agreed otherwise, if the contractor electronically submits an application to an authority and/or any other third party, he/she acts only as a messenger and this does not constitute a declaration of intent or knowledge attributable to him/her or a person authorized to submit the application.

(12) The client undertakes not to employ persons that are or were staff of the contractor during the contractual relationship, during and within one year after termination of the contractual relationship, either in his/her company or in an associated company, failing which he/she shall be obliged to pay the contractor the amount of the annual salary of the member of staff taken over.

3 Safeguarding of Independence

(1) The client shall be obliged to take all measures to prevent that the independence of the staff of the contractor be jeopardized and shall himself/herself refrain from jeopardizing their independence in any way. In particular, this shall apply to offers of employment and to offers to accept contracts on their own account.

(2) The client acknowledges that his/her personal details required in this respect, as well as the type and scope of the services, including the performance period agreed between the contractor and the client for the services, shall be handled within a network (e.g. Validvent) to which the contractor belongs and for this purpose transferred to the other members of the network including abroad for the purpose of examination of the existence of grounds or bias or grounds for exclusion and conflicts of interest. For this purpose the client expressly releases the contractor in accordance with the Data Protection Act from his/her obligation to maintain secrecy. The client can revoke the release from the obligation to maintain secrecy at any time.

5 Protection of Intellectual Property of the Contractor

(1) The client shall be obliged to ensure that offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers and the like, issued by the contractor, be used only for the purpose specified in the contract and remain with the contractor. Furthermore, professional statements made orally or in writing by the contractor may be passed on to a third party for use only with the written consent of the contractor.

(2) The use of professional statements made orally or in writing by the contractor for promotional purposes shall not be permitted; a violation of this provision shall give the contractor the right to terminate without notice to the client all contracts not yet executed.

(3) The contractor shall retain the copyright on his/her work. Permission to use the work shall be subject to the written consent by the contractor. The client may only use the work (or works) for the purposes covered by the contract during and after the termination of the contractual relationship with the express consent of the contractor. The client is not entitled to reproduce and/or distribute the work without the express consent of the contractor. Unauthorized reproduction/distribution of the work shall in no case give rise to liability of the contractor - especially with regard to the accuracy of the work - vis-à-vis third parties.

(4) The violation of these provisions by the client entitles the contractor to immediately terminate the contractual relationship and assert other legal claims, in particular for injunction and/or damages.

7 Correction of Errors

(1) The contractor shall have the right and shall be obliged to correct all errors and inaccuracies in his/her professional statement made orally or in writing which subsequently come to light and shall be obliged to inform the client thereof without delay. He/she shall also have the right to inform a third party acquainted with the original professional statement of the change.

(2) The client has the right to have all errors corrected free of charge if the contractor can be held responsible for them; this right will expire six months after completion of the services rendered by the contractor and/or in cases where a written professional statement has not been delivered, six months after the contractor has completed the work that gives cause to complaint.

(3) If the contractor fails to correct errors which have come to light, the client shall have the right to demand a reduction in price. The extent to which additional claims for damages can be asserted is stipulated under Item 10.

9 Warranty

(1) Regardless of fault, the contractor is entitled and obligated to rectify any inaccuracies and defects in their performance within the framework of statutory warranty. They shall promptly inform the client thereof.

(2) This claim of the client expires six months after the provision of the respective service.

11 Secrecy, Data Protection, Confidentiality

(1) Adhering to the highest standards of confidentiality the contractor shall be obliged to maintain secrecy in all matters that become known to him/her in connection with his/her work for the client, unless the client releases him/her from this duty or he/she is bound by law to deliver a statement.

(2) Insofar as it is necessary to pursue the contractor's claims (particularly claims for fees) or to dispute claims against the contractor (particularly claims for damages raised by the client or third parties against the contractor), the contractor shall be released from his/her professional obligation to maintain secrecy.

(3) The contractor shall be permitted to hand on reports, expert opinions and other written statements pertaining to the results of his/her services to third parties only with the permission of the client, unless he/she is required to do so by law.

(4) The contractor is entitled to process personal data entrusted to them within the scope of the purpose of the contractual relationship. The client assures the contractor that all necessary measures, in particular those in accordance with data protection law, such as consent declarations of the data subjects, have been taken.

(5) The contractor is a data protection controller within the meaning of the General Data Protection Regulation ("GDPR") with regard to all personal data processed under the contract. The contractor is thus authorized to process personal data entrusted to him/her within the limits of the contract. The material made available to the contractor (paper and data carriers) shall generally be handed to the client or to third parties appointed by the client after the respective rendering of services has been completed, or be kept and destroyed by the contractor if so agreed. The contractor is authorized to keep copies thereof insofar as he/she needs them to appropriately document his/her services or insofar as it is required by law or customary in the profession.

(6) If the contractor supports the client in fulfilling his/her duties to the data subjects arising from the client's function as data protection controller, the contractor shall be entitled to charge the client for the actual efforts undertaken. The same shall apply to efforts undertaken for information with regard to the contractual relationship which is provided to third parties after having been released from the obligation to maintain secrecy to third parties by the client.

(7) The contractor undertakes to maintain absolute confidentiality about all business matters, in particular business and trade secrets, as well as any information they receive about the nature, scope, and practical activities of the client.

(8) Furthermore, the contractor undertakes to maintain confidentiality towards third parties regarding the entire contents of the work, as well as all information and circumstances received in connection with the creation of the work, including the data of the client's clients.

(9) The contractor is exempted from the obligation of confidentiality towards any assistants and representatives they engage. However, they must fully bind these assistants and representatives to confidentiality and are liable for their violation of the confidentiality obligation as if it were their own.

(10) The obligation of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed disclosure obligations.

13 Termination in Case of Default in Acceptance and Failure to Cooperate on the Part of the Client and Legal Impediments to Execution

(1) If the client defaults on acceptance of the services rendered by the contractor or fails to carry out a task incumbent on him/her either according to item 2. or imposed on him/her in another way, the contractor shall have the right to terminate the contract without prior notice. The same shall apply if the client requests a way to execute (also partially) the contract that the contractor reasonably believes is not in compliance with the legal situation or professional principles. His/her fees shall be calculated according to Item 15. Default in acceptance or failure to cooperate on the part of the client shall also justify a claim for compensation made by the contractor for the extra time and labor hereby expended as well as for the damage caused, if the contractor does not invoke his/her right to terminate the contract.

15 Fee

(1) Unless the parties explicitly agreed that the services would be rendered free of charge, an appropriate remuneration in accordance with Sections 1004 and 1152 ABGB is due in any case. Amount and type of the entitlement to the fee are laid down in the agreement negotiated between the contractor and his/her client. Unless a different agreement has verifiably been reached, payments made by the client shall in all cases be credited against the oldest debt.

(2) The smallest service unit which may be charged is a quarter of an hour.

(3) Travel time to the extent required is also charged.

(4) Study of documents which, in terms of their nature and extent, may prove necessary for preparation of the contractor in his/her own office may also be charged as a special item.

(5) Should a remuneration already agreed upon prove inadequate as a result of the subsequent occurrence of special circumstances or due to special requirements of the client, the contractor shall notify the client thereof and additional negotiations for the agreement of a more suitable remuneration shall take place (also in case of inadequate flat fees).

(6) The contractor includes charges for supplementary costs and VAT in addition to the above, including but not limited to the following (7) to (9):

(7) Chargeable supplementary costs also include documented or flat-rate cash expenses, traveling expenses (first class for train journeys), per diems, mileage allowance, copying costs and similar supplementary costs.

(8) Should particular third party liabilities be involved, the corresponding insurance premiums (including insurance tax) also count as supplementary costs.

(9) Personnel and material expenses for the preparation of reports, expert opinions and similar documents are also viewed as supplementary costs.

(10) For the execution of a contract wherein joint completion involves several contractors, each of them will charge his/her own compensation.

(11) In the absence of any other agreements, compensation and advance payments are due immediately after they have been requested in writing. Where payments of compensation are made later than 14 days after the due date, default interest may be charged. Where mutual business transactions are concerned, a default interest rate at the amount stipulated in Section 456 1st and 2nd Sentence UGB shall apply.

(12) Statutory limitation is in accordance with Section 1486 of ABGB, with the period beginning at the time the service has been completed or upon the issuing of the bill within an appropriate time limit at a later point.

(13) An objection may be raised in writing against bills presented by the contractor within 4 weeks after the date of the bill. Otherwise the bill is considered as accepted. Filing of a bill in the accounting system of the recipient is also considered as acceptance.

(14) Application of Section 934 ABGB within the meaning of Section 351 UGB, i.e. rescission for laesio enormis (lesion beyond moiety) among entrepreneurs, is hereby renounced.

(15) If a flat fee has been negotiated for contracts, in the absence of written agreements to the contrary, representation in matters concerning all types of third party requests (e.g. audits, proof-of-funds reports), preparation of reports, appeals and the like shall be invoiced separately. Unless otherwise agreed to in writing, the fee shall be considered agreed upon for one year at a time.

(16) The contractor shall have the right to ask for advance payments and can make delivery of the results of his/her (continued) work dependent on satisfactory fulfillment of his/her demands. As regards continuing agreements, the rendering of further services may be denied until payment of previous services (as well as any advance payments under Sentence 1) has been effected. This shall analogously apply if services are rendered in installments and fee installments are outstanding.

(17) In the event that the agreed work is not carried out due to reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor shall retain the right to payment of the entire agreed fee minus saved expenses. In the case of an hourly fee agreement, the fee for the number of hours expected for the entire agreed work shall be payable minus saved expenses. The saved expenses are agreed to be 30 percent of the fee for those services that the contractor has not yet provided until the date of termination of the contractual relationship.

(18) In the event of non-payment of interim invoices, the contractor is released from the obligation to provide further services. However, the assertion of further claims resulting from non-payment is not affected by this.

(19) With the exception of obvious essential errors, a complaint concerning the work of the contractor shall not justify even only the partial retention of fees, other compensation, reimbursements and advance payments (remuneration) owed to him/her in accordance with Item 15.

(20) Offsetting the remuneration claims made by the contractor in accordance with item 15. shall only be permitted if the demands are uncontested and legally valid.

17 Duration of the Contract

(1) This contract generally ends upon the completion of the project and the corresponding invoicing.

(2) Notwithstanding, the contract can be terminated at any time by either party without notice for important reasons. Important reasons include:

• If one party breaches essential contractual obligations,
• If one party falls into arrears with payments after the commencement of insolvency proceedings, or
• If legitimate concerns arise regarding the solvency of a party, for which no insolvency proceedings have been initiated, and if, upon request by the contractor, the party fails to make advance payments or provide adequate security before the contractor's performance, and the poor financial circumstances of the other party were not known at the time of contract conclusion.

19 Other Provisions

(1) With regard to Item 15. (16), reference shall be made to the legal right of retention (Section 471 ABGB, Section 369 UGB); if the right of retention is wrongfully exercised, the contractor shall generally be liable pursuant to Item 10. or otherwise only up to the outstanding amount of his/her fee.

(2) The client shall not be entitled to receive any working papers and similar documents prepared by the contractor in the course of fulfilling the contract. In the case of contract fulfillment using electronic systems the contractor shall be entitled to delete the data after handing over all data based thereon - which were prepared by the contractor in relation to the contract and which the client is obliged to keep - to the client and/or the succeeding public accountant in a structured, common and machine-readable format. The contractor shall be entitled to an appropriate fee (Item 15. shall apply by analogy) for handing over such data in a structured, common and machine-readable format. If handing over such data in a structured, common and machine-readable format is impossible or unfeasible for special reasons, they may be handed over in the form of a full print-out instead. In such a case, the contractor shall not be entitled to receive a fee.

(3) At the request and expense of the client, the contractor shall hand over all documents received from the client within the scope of his/her activities. However, this shall not apply to correspondence between the contractor and his/her client and to original documents in his/her possession and to documents which are required to be kept in accordance with the legal anti-money laundering provisions applicable to the contractor. The contractor may make copies or duplicates of the documents to be returned to the client. Once such documents have been transferred to the client, the contractor shall be entitled to an appropriate fee (Item 15. shall apply by analogy).

(4) The client shall fetch the documents handed over to the contractor within three months after the work has been completed. If the client fails to do so, the contractor shall have the right to return them to the client at the cost of the client or to charge an appropriate fee (Item 15. shall apply by analogy) if the contractor can prove that he/she has asked the client twice to pick up the documents handed over. The documents may also further be kept by third parties at the expense of the client. Furthermore, the contractor is not liable for any consequences arising from damage, loss or destruction of the documents.

(5) The contractor shall have the right to compensation of any fees that are due by use of any available deposited funds, clearing balances, trust funds or other liquid funds at his/her disposal, even if these funds are explicitly intended for safekeeping, if the client had to have anticipated the counterclaim of the contractor.

(6) To secure an existing or future fee payable, the contractor shall have the right to transfer a balance held by the client with the tax office or another balance held by the client in connection with charges and contributions, to a trust account. In this case the client shall be informed of the transfer. Subsequently, the amount secured may be collected either after agreement has been reached with the client or after enforceability of the fee by execution has been declared.

(7) The parties confirm that all information in the contract has been provided conscientiously and truthfully and undertake to promptly notify each other of any changes.

(8) Changes to the contract and these terms and conditions require written form; likewise, any deviation from this form requirement. There are no oral side agreements.

(9) Austrian substantive law applies to this contract, excluding the referral norms of international private law as well as the UN Convention on Contracts for the international Sale of Goods. The place of performance is the professional establishment of the contractor. Disputes shall be settled by the court at the contractor's place of business.

21 Supplementary Provisions for Consumer Transactions

(1) Contracts between public accountants and consumers shall fall under the obligatory provisions of the Austrian Consumer Protection Act (KSchG).

(2) The contractor shall only be liable for the willful and grossly negligent violation of the obligations assumed.

(3) Contrary to the limitation laid down in Item 10. (2), the duty to compensate on the part of the contractor shall not be limited in case of gross negligence.

(4) Item 7. (2) (period for right to correction of errors) and Item 10. (4) (asserting claims for damages within a certain period) shall not apply.