1. Scope of the Mandate and Substitution

1.1 Definition and Scope of the Mandate:
The specific scope of the mandate regarding the facilitation and processing of public funding is defined and determined individually in a separate mandate agreement, which forms an integral part of the main contract concluded between the parties.

1.2 Permissibility of Substitution:
The Contractor (Mandatar) is entitled to have its contractual obligations performed in whole or in part by third parties. Any remuneration of such third parties shall be borne exclusively by the Contractor, and no direct legal relationship shall arise between the third party and the Client (Mandant).

1.3 Non-Compete and Non-Solicitation:
The Client undertakes not to establish or maintain business relationships with persons or companies engaged by the Contractor in the performance of the contract, nor to engage them for similar services also offered by the Contractor, during the term of the agreement and for a period of three years thereafter.

2. Safeguarding Independence

2.1 Mutual Loyalty:
The contracting parties undertake to act with full mutual loyalty.

2.2 Protection of Independence:
The parties shall take all necessary and reasonable measures to prevent any impairment of the independence of the Contractor or of third parties engaged by the Contractor.

3. Protection and Integrity of Intellectual Property

3.1 Copyright Provisions:
All copyrights to works created by the Contractor or third parties engaged by the Contractor within the scope of the mandate remain exclusively with the Contractor. The Client may only use such works for the purposes contractually agreed upon. Any reproduction, distribution, or other use without the express consent of the Contractor is prohibited and releases the Contractor from any liability towards third parties regarding the accuracy of the content.

3.2 Competition Restrictions:
The Client is not entitled to operate in the same business field without the prior written consent of the Contractor. If contractual negotiations do not result in an agreement, the Client remains prohibited from pursuing such business activities.

3.3 Legal Consequences of Breach:
Any breach of these GTC entitles the Contractor to immediate extraordinary termination of the contractual relationship and to pursue further legal remedies, including claims for injunctive relief and damages.

4. Client’s Duty to Inform and Cooperate

4.1 Completeness of Information:
The Client is obliged to provide the Contractor with all relevant information and documents necessary for the proper performance of the mandate, in a timely and proactive manner.

5. Data Protection and Confidentiality

5.1 Confidentiality Obligation:
The Contractor undertakes to maintain strict confidentiality regarding all business, operational, and private matters of the Client that become known within the scope of the mandate.

5.2 Data Protection Provisions:
The Contractor is authorized to process personal data for the purposes contractually agreed upon, provided that all necessary data protection requirements, including obtaining required consents, have been fulfilled by the Client.

6. Remuneration of Services

6.1 Due Date of Fees:
An initial fee becomes payable upon commissioning. Upon completion of the agreed work or provision of the specified service, remuneration is due in accordance with the agreement between the parties. The Contractor reserves the right to issue interim invoices in line with project progress.

6.2 Invoicing:
The Contractor undertakes to issue a proper invoice in accordance with statutory provisions, entitling the Client to input VAT deduction where applicable.

6.3 Reimbursement of Additional Expenses:
All cash expenses, travel costs, and other outlays incurred in the performance of the contract must be reimbursed by the Client, provided they were approved in writing in advance.

6.4 Cancellation Fee:
If performance of the agreed work does not take place or is terminated prematurely for reasons attributable to the Client, the Contractor retains the right to the full agreed remuneration, less any expenses saved as a result of non-performance.

6.5 Default of Payment:
In the event of late payment, default interest at the statutory rate shall apply. The Contractor also reserves the right to suspend further services until full payment has been received.

7. Electronic Communication

7.1 Electronic Invoicing:
The Contractor is entitled to send invoices electronically. The Client expressly agrees to receive invoices in electronic form.

8. Term and Termination of Contract

8.1 Term:
This contract enters into force upon signature and automatically ends with the full performance of the agreed services, unless otherwise agreed.

8.2 Termination for Cause:
Both parties may terminate the contract without notice for good cause. Good cause shall, in particular, exist if a party breaches material contractual obligations or defaults on payment.

9. Limitation of Liability

9.1 Scope of Liability:
The Contractor shall only be liable for damages caused by gross negligence or willful misconduct. This limitation also applies to damages caused by third parties.

9.2 Assertion of Claims:
Claims for damages must be asserted in court within six months of the claimant becoming aware of the damage and the liable party.

9.3 Passing on of Claims:
Where the Contractor engages third parties to perform contractual obligations, any resulting warranty and/or liability claims shall be assigned to the Client.

10. Scope of Application and Exclusion of Third-Party Terms

10.1 Exclusivity of these GTC:
These GTC apply to all legal transactions between the Client and the Contractor. Deviating conditions of the Client are invalid unless expressly accepted in writing by the Contractor.

10.2 Continuing Validity:
These GTC shall also apply to all future business relationships, even if not expressly agreed again.

11. Handling of Funding and Compensation

11.1 Compensation:
Following the assessment of potential optimizations and savings, the Contractor is entitled to remuneration, which shall be individually agreed upon with the Client.

12. Final Provisions and Jurisdiction

12.1 Accuracy of Contractual Information:
Both parties confirm that all information provided in the contract has been given conscientiously and truthfully and undertake to notify any changes without delay.

12.2 Written Form Requirement:
Any amendments to this contract must be in writing. Oral side agreements are not valid.

12.3 Applicable Law and Jurisdiction:
Austrian law shall apply, excluding its conflict-of-law rules. The place of jurisdiction shall be the Contractor’s registered office.

Effective as of 17 September 2025

GTC

General Terms and Conditions (GTC)