General Terms and Conditions of

I. General

  1. These General Terms and Conditions apply to all contracts concluded with the platform for services relating to the Austrian UBO register.
  2. We contract exclusively based on our Terms and Conditions. Terms and Conditions of the contracting party or changes or additions to our Terms and Conditions require our explicit written consent. Terms and Conditions of the contracting party are not recognized even if we do not explicitly object to them upon receipt. Our eventual non-response to documents sent to us is in no way to be understood as acceptance of any other General Terms and Conditions.
  3. All legal transactions (i.e. orders and verbal agreements including telephone agreements), including those concluded by our representatives shall only become binding upon our written confirmation.
  4. Place of performance for all services provided by us or to us is at the location of our headquarters, namely in Vienna.
  5. Austrian law applies, excluding its reference provision and also excluding the UN Sales Law.
  6. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between us and the contracting party is the Vienna Commercial Court.
  7. Should individual parts of these Terms and Conditions be ineffective, this shall not affect the validity of the remaining provisions. The parties undertake to make a substitute settlement - based on the horizons of honest contracting parties - which comes closest to the economic result of the invalid condition.
  8. If the circumstances under which a contract has been concluded have changed so significantly that it can be rightly assumed that the deal would not have been concluded under the changed circumstances or at least on different terms, we reserve the right to refuse to perform the contract or to amend the terms of the contract to take into account the changed circumstances, e.g. payment in other currencies, application of an exemption clause, changes to the service modality.

II. Offers and contractual conclusions 

  1. Our cost proposals and offers are always to be understood as non-binding, unless we have declared them explicitly and in writing as binding. Our cost proposals become binding for us by a written order confirmation.
  2. Commitments, representations and warranties on our part or agreements deviating from these General Terms and Conditions in connection with the conclusion of contracts become binding only upon our written confirmation. 

III. Rates 

  1. Our rates are not to be understood as a flat rate. Furthermore, they are exclusively subject to the applicable VAT (value-added tax)
  2. For services arranged or ordered by the contracting party, which are not covered by the original contract, there is a claim for reasonable remuneration due to a lack of a work wage agreement.
  3. The remuneration for continuing debt relationships is contracted according to the Austrian consumer price index (CPI) of 2015, which may lead to the adjustment of fees. The starting basis for adjustments is the month in which the contract was concluded.

IV. Payment 

  1. As long as there are no other written agreements our fees are immediately due after receipt of the respective invoice..
  2. Any discount deduction requires our explicit written consent.
  3. Payment assignments of remittance documents by the contracting party are not considered binding for us.
  4. In case of the conclusion of the transaction in a foreign currency, the conversion takes place on the basis of the exchange rate published by the Austrian National Bank on the date of our order confirmation, whereby the contracting party has to bear the price risk. If the agreed method of payment can not be complied with, then the contractual partner is obligated to use a reasonable payment method of our choice.
  5. If the contractual partner is in default of payment in the context of existing contractual relationships with us, we shall be entitled to cease the fulfilment of our obligations until payment by the contractual partner is no longer in default.
  6. In this case we are also entitled to declare all fees for services already performed during the ongoing business relationship with the contract partner due.
  7. When the payment period is exceeded, even if only with regard to a single partial service, all discounts granted shall be forfeited and will be added to the invoice.
  8. The contracting party commits that in the event of default in payment to us to refund necessary and appropriate costs (reminder fees, collection fees, attorney fees, etc.).
  9. The contractual partner is only entitled to offset if the counterclaims have been legally established or acknowledged by us.

V. Duty to cooperate 

  1. Our obligation to perform will begin at the earliest, as soon as
    1. all legal and effective details have been clarified and all relevant information has been given;
    2. the contracting party has fulfilled the organizational and content requirements for the performance of our service;
    3. any agreed advance payment or security deposit has been made; and
    4. the contracting party has fulfilled any agreed advance duties as well as the contracting party has fulfilled any duties to cooperate, especially those listed hereinafter.
  2. The contracting party has collected all information necessary for the determination of the ultimate beneficial owners of his entity in due time at its own expense and send them to us.
  3. The contracting party is responsible for ensuring that the information provided to us in regard to the determination of the ultimate beneficial owner is present and correct.

VI. Performance 

  1. The contractual partner approves objectively justified and minor changes in our performance in advance.
  2. If, after placing the order, for whatever reason, the order is modified or supplemented by the contractual partner, the service period is extended by a reasonable period of the time. The specification of an order accepted by us can only be changed by the contracting party with our express written consent.
  3. If the contracting party desires us to perform our service within a shorter period of time after conclusion of the contract, this constitutes a contract modification. Additional work may be necessary or accrue additional costs as a result of the acceleration, and the fee will increase in proportion to the additional expenditure required.
  4. We are entitled to use subcontractors without agreement of the contracting party.

VII. Performance deadlines and dates 

  1. Performance periods and performance dates are calculated from the date of the order confirmation and are only binding for us if they have been determined as binding in separate written consent. A departure from this formal requirement also requires the written form. In the absence of other agreements, our service periods are therefore to be understood as non-binding guide values.
  2. Operational disruptions, supply difficulties and all kinds and events of relevant force majeure entitle us to extend the service period adequately or to withdraw from the performance obligation in whole or in part.
  3. If the commencement of performance or execution by the contractor is delayed or interrupted, performance periods shall be extended accordingly and due dates postponed accordingly.
  4. Prior to withdrawal from the contract due to delay, the contracting party has to grant a grace period by registered letter with simultaneous threat of withdrawal.

VIII. Default of acceptance 

  1. If the contracting party is in default of acceptance for more than 2 weeks, including delay with advance payments, and the contracting party has not provided for the elimination of the circumstances, which delay or prevent our performance attributable to it despite a reasonable grace period, we may withdraw from the contract.
  2. In the event of a legitimate withdrawal from the contract, we may demand a lump-sum compensation in the amount of 10% of the gross order value from the contracting party without proof of the actual damage. The assertion of a higher compensation is permissible.
  3. The warranty period for our services is in the case of timely complaint under point 2 is six months from notification of registration to the UBO register.
  4. If claims of defects of the contracting party are unjustified, the contracting party is obliged to reimburse us for any expenses incurred in verifying the lack of defects.
  5. Corrections of a defect claimed by the contractor do not constitute acknowledgment of a defect.

IX. Liability 

  1. In case of violation of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc. we are only liable for financial losses and loss of profit in cases of intent or gross negligence by our side
  2. If and insofar as the contractual partner can claim insurance compensation for damages for which we are liable, the contractual partner undertakes to claim the insurance compensation which limits our liability to the disadvantages which arises from the claim of insurance compensation (eg higher insurance fees).
  3. To the extent legally permissible, our liability is limited in each case to the maximum liability of our liability insurance (EUR 2.4 million).
  4. The limitations or exclusions of liability in points 1 to 3 also include claims against our employees, agents and subcontractors due to damage caused to the contracting party without reference to a contract on their part.
  5. Claims for damages shall be asserted in court within six months from the date of discovery or should discovery or will lapse otherwise.

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