General Terms and Conditions of Grünstattgrau Forschungs- und Innovations GmbH

for entrepreneurs

State April 2020

These General Terms and Conditions (GTC) apply to all contracts between Grünstattgrau Forschungs- und Innovations GmbH (GSG) and the customer (partner). Regulations deviating from the GTC are only effective if they have been agreed in writing.

These GTC do not apply if the customer / partner is a consumer.

1. Conclusion of contract

All contracts with GSG are concluded as soon as GSG accepts the offer of the customer or partner (order, booking, declaration of membership) in writing. Emails comply with the written form requirement.

2. Prices and payments

2.1 Prices quoted by GSG are always net prices. GSG shall additionally charge the statutory value added tax.

2.2 GSG reserves the right to demand full or partial advance payment of the agreed fee from the customer. Payments are to be made without deduction within 14 days after invoicing. In the event of default in payment, GSG is entitled to charge a reimbursement of expenses of EUR 10 per reminder as well as the statutory default interest. The customer/partner is also obliged to reimburse all other costs of debt collection to the extent permitted by law.

2.3 In the event of default in payment, GSG is also entitled to retain all counter-performances not yet rendered from all contracts with the customer / partner.

3. Warranty and compensation

3.1 If the services of GSG do not correspond to the contractually promised services for any reason, the partner can first demand rectification. If this is not possible due to the nature of the performance or if GSG does not comply with a request for rectification within a reasonable period of time, the partner may demand an appropriate reduction in the agreed price. If the performance is unusable, the partner may also withdraw from the contract if the rectification of defects fails.

3.2 If GSG is prevented from providing its contractually agreed services for reasons of force majeure, the partner may reclaim any remuneration already paid. The parties may instead agree to make up the benefits after the obstacle has ceased to exist. Other claims of the Partner arising from the non-performance of the services shall be excluded in the event of force majeure.

3.3 GSG shall only be liable for damages of the partner if GSG or a vicarious agent of GSG has caused them at least by gross negligence. Liability of GSG for slight negligence is excluded.

4. Data processing

GSG processes personal data of the customer only to the extent necessary for the performance of the contract between GSG and the customer. More detailed information on this can be found in the “Information on Data Processing”, which is available at www.gruenstattgrau.at and can also be sent to the customer on request.

If GSG intends to process data beyond the scope of the performance of the contract, GSG will obtain the express consent of the customer in advance.

6. Other

GSG has built up a network of companies, institutions and experts around the topic of building greening. GSG reserves the right to refer customers with enquiries to network partners with relevant expertise. In such cases, the network partners are not vicarious agents of GSG, but conclude contracts with the customer in their own name.

7. Applicable law and place of jurisdiction

Austrian law shall apply to all contracts concluded with GSG. Disputes arising from contracts with GSG shall be settled before the competent court in Vienna.

Contractual conditions network partnership

for entrepreneurs

1. The scope of GSG’s services which the partner can make use of within the framework of the network partnership depends on the network package booked. However, one of GSG’s core services is always to make the partner visible by publishing its company profile on its online portal gruenstattgrau.at.

2. The fee for the network partnership (network partner fee) is to be paid in advance for one year at a time. The contribution year begins with the conclusion of the network partner contract. The prices indicated are net prices.

3. The fee can be adjusted by GSG. All fee changes always apply from the next contract year following the announcement of the change. GSG will always notify the partner of a change in the fee at least 2 months before the end of a contractual year.

4. A network partner contract is concluded for an indefinite period. Er kann sowohl vom Partner als auch von der GSG mit einer Frist von einem Monat zum Ende eines Vertragsjahres gekündigt werden. Both GSG and the Partner may also terminate the Network Partner Agreement at any time with immediate effect for good cause. Important reasons are all circumstances that make it unreasonable to adhere to the contract until the next possible termination date. These include, in particular, breaches of contract by the other party which do not cease despite a reminder; interference by third parties which cannot be averted by commercially reasonable means; or force majeure which makes it impossible to provide the services. Both the ordinary termination of the network partner contract and the declaration of immediate termination of the contract must be made in writing.

5. GSG undertakes in the network partner agreement to publish the network partner’s company profile on its network portal www.gruenstattgrau.at. The published data correspond to the data disclosed by the partner in the course of the partner survey when concluding the network contract or in the later course of his network partnership. The network partner undertakes to maintain its online company profile at least once a year, i.e. to check that it is up to date and to adjust it if necessary.

Contractual provisions for consultancy services

for entrepreneurs

1. The content of the advisory services depends on the agreement in the individual case.

2. The client (customer) is obliged to provide GSG with all information, details and documents that GSG requires in order to be able to provide targeted and meaningful advice. Insofar as this is necessary for the scheduled progress of the consultancy services, the Client shall also assign employees from its business to the consultancy project. This is particularly the case when joint decision-making bases, timetables, budgets or strategies have to be worked out.

GSG shall not be liable for delays or the failure to provide consultancy services if these are due to the lack of cooperation on the part of the client. This applies in particular if the advisory activity includes the timely preparation of documents (e.g. for funding applications).

3. The intellectual property rights to all documents created by GSG for the customer in the course of its consulting activities shall remain with GSG. This includes in particular analyses, calculations, project plans, expert opinions, plans, drawings and reports. The client is entitled to use these works insofar as this corresponds to the purpose of the consultancy contract. Furthermore, any use of the work is subject to the written consent of GSG; in particular, the reproduction, dissemination or publication of these documents, in whatever form, is subject to consent.

4. GSG may call in a third party for individual sub-areas of a consultancy project who has special expertise in the sub-area concerned. If GSG and the customer agree that the customer concludes a separate consultancy agreement with this third party, GSG shall not be liable for the activities of the third party. In this case, the consultancy fee agreed with GSG does not cover the remuneration of the third party either.

Contractual provisions for events

1. GSG reserves the right to cancel an announced event (seminar or workshop) if there are not enough registrations to cover the costs of the event. In this case, GSG shall reimburse the customer for any payment already made; however, the customer shall have no further claims arising from the cancellation. The same applies if GSG has to cancel an event for reasons beyond GSG’s control (e.g. due to illness of the lecturer / workshop leader, other cases of force majeure).

2. Events are planned on a long-term basis. GSG therefore reserves the right to make changes to the speakers / workshop leaders and – within the announced topics – also changes to the programme. GSG further reserves the right to change the venue within the municipal area of the original venue. The customer cannot derive any claims from such changes.

3. Cancellation conditions: The booking for an event can be cancelled free of charge up to 4 weeks before the event. In the event of a later cancellation, 50% of the participation fees must be paid; if the cancellation is made later than one week before the event date, the full participation fees must be paid.

4. GSG carefully selects lecturers and workshop leaders and only employs people with profound expertise. However, GSG does not check the correctness of the contents conveyed and the event documents issued and therefore does not assume any liability for the correctness.

4. In order to avoid copyright disputes and disputes over house rights, no visual or audio recordings may be made during an event without the express consent of GSG. This also expressly applies to recordings for private purposes.

Contractual Provisions Certification Report Green Roofs

for entrepreneurs

1. The object of the expert activity is to determine whether a particular product or a particular system of the client fulfils the criteria to be certified by the Association for Building Greening. The exact content of the expert’s work depends on the respective assignment (type of product or system to be certified, type of certification) and the respective current specifications of the Verband für Bauwerksbegrünung.

2. GSG is not bound by the client’s instructions when preparing expert reports, but acts impartially, objectively and exclusively in accordance with the factual specifications of the Association for Building Greening. The client is not entitled to a positive expert opinion. If GSG comes to the conclusion in the expert opinion that the customer’s product or system to be assessed does not meet the certification criteria, the customer is not entitled to refuse payment of the agreed fee.

3. The client is obliged to provide GSG with all information, information and documents which GSG requires in order to be able to prepare the expert opinion. The Association for Building Greening provides 2 certification dates per year. The client’s cooperation must be timely enough to allow GSG adequate time to complete the assessment in good time before the certification date sought. GSG shall not be liable if an expert opinion cannot be completed in time for reasons for which the client is responsible.

4. The intellectual property rights to all documents created by GSG in the course of the appraisal work shall remain with GSG. This includes in particular the expert opinion itself. The customer is entitled to use the documents prepared by GSG and the expert opinion insofar as this corresponds to the purpose of the expert agreement. Furthermore, any use is subject to the written consent of GSG; in particular, the reproduction, distribution or publication of these documents, in whatever form, is subject to consent.