Terms & Conditions
1. General Principles / Scope
1.1 These General Terms and Conditions (GTC) apply to all legal transactions between SwiftPlantX GmbH (hereinafter referred to as the "Contractor") and its clients (hereinafter referred to as the "Client"). 1.2 The version of these GTC valid at the time the contract is concluded shall apply in each case. These shall also apply to all future contractual relationships, even if no express reference is made to them in the case of additional or follow-up orders. 1.3 Conflicting or deviating General Terms and Conditions of the Client shall not be recognized unless the Contractor expressly agrees to them in writing. 1.4 Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision.
2. Scope of Services / Types of Contracts
2.1 The specific scope of services (in particular consulting, project control, project management, site development, or general contracting) shall be individually agreed upon by contract. 2.2 The Contractor is entitled to engage suitable third parties to fulfill its contractual obligations. 2.3 General Contractor (GC) Variant: If the Contractor acts as a general contractor, it shall commission and pay the third parties required for the provision of services in its own name. No direct contractual relationship shall arise between the third parties and the Client. 2.4 Project Steering / Coordination Variant: Insofar as it is agreed that third parties are commissioned directly by the Client, the Contractor's performance shall be limited to consulting, coordination, control, and monitoring. Contractual relationships exist exclusively between the Client and third parties. 2.5 Non-Solicitation and Non-Circumvention Clause: The Client undertakes not to actively solicit or commission any employees, freelance contractors, or third parties deployed by the Contractor within the framework of the specific project for similar services for the duration of the contract and for a period of twelve months after termination of the contractual relationship. This obligation only applies to project- and service-related activities.
3. Duties of Cooperation of the Client
3.1 The Client shall ensure that the organizational framework allows for proper and efficient service provision. 3.2 The Client shall fully inform the Contractor about consulting or project measures already carried out or currently underway. 3.3 All documents, information, and access required for the provision of services must be made available to the Contractor in a timely and complete manner. 3.4 The Client shall ensure that its employees and, if applicable, the works council (Betriebsrat) are informed in good time.
4. Independence
4.1 The contracting parties commit to mutual loyalty. 4.2 Offers of employment or direct commissioning to employees or engaged third parties of the Contractor require the Contractor's express consent.
5. Reporting / Freedom from Instructions
5.1 The Contractor shall inform the Client according to the progress of the project. 5.2 A final report shall be handed over—if agreed—after completion of the project. 5.3 The Contractor is free from instructions in the provision of services, acts on its own responsibility, and is not bound to any specific place of work or fixed working hours.
6. Protection of Intellectual Property
6.1 All copyrights and usage rights to documents, concepts, analyses, reports, and other works created shall remain with the Contractor. 6.2 The Client receives a simple, non-transferable right of use exclusively for the purposes provided for in the contract. 6.3 Any use, duplication, or distribution beyond this requires the prior written consent of the Contractor.
7. Warranty
7.1 The Contractor shall provide its services in accordance with generally recognized professional standards. 7.2 Defects must be reported in writing by the Client immediately, but no later than six months after the provision of the service. 7.3 In the case of justified defects, the Contractor has the right to improvement or replacement within a reasonable period.
8. Liability / Compensation
8.1 With the exception of personal injury, the Contractor is only liable for damages caused by intent or gross negligence. 8.2 Liability is limited in amount to the Contractor's existing liability insurance sum, but no more than the net contract value of the respective project. 8.3 Liability for indirect damages, consequential damages, lost profits, production losses, or financial losses is excluded to the extent permitted by law. 8.4 Claims for damages must be asserted in court within six months of knowledge of the damage and the damaging party.
9. Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain indefinite confidentiality regarding all business information that has become known to it. 9.2 Personal data will be processed exclusively within the framework of legal provisions.
10. Fees
10.1 The fee is based on the contractual agreement and is due upon invoicing. 10.2 The Contractor is entitled to issue progress invoices (interim invoices) according to the project progress. 10.3 If the project is not continued for reasons on the part of the Client, the Contractor is entitled to the agreed fee minus demonstrably saved expenses, but at least 30% of the services not yet rendered.
11. Electronic Invoicing
The Contractor is entitled to transmit invoices electronically. The Client expressly agrees to this.
12. Duration of Contract / Termination
12.1 The contract ends with the completion of the agreed project. 12.2 Early termination for good cause (in particular breach of contract, insolvency, default of payment, or justified doubts about creditworthiness) is possible at any time.
13. Final Provisions
13.1 Amendments and supplements must be made in writing. 13.2 Substantive Austrian law shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). 13.3 The place of performance and the place of jurisdiction shall be the registered office of the Contractor, to the extent permitted by law.