1. Scope

1. 1. Application
      These General Terms and Conditions ("GTC") apply to all current or future services and other legal transactions ("Services") provided by Navigentum GmbH (hereinafter referred to as the "Contractor") with contractual partners as customers or other recipients of services (hereinafter referred to as the "Client").
   2. Exclusivity of these GTC
      General terms and conditions of the Client, in particular general purchasing conditions, shall not apply, even if the Contractor does not explicitly object to them or if they are printed on general templates of the Client such as order forms or referenced therein. Such terms shall only be valid if the contracting parties have agreed otherwise in writing in an individual case.
   3. Right to Amend
      The Contractor reserves the right to amend these GTC. In the event of a change, the Contractor will inform the Client of an updated version of the GTC. If the Client does not object within two weeks, the amended GTC shall be deemed agreed upon, and all subsequent services provided by the Contractor to the Client shall be subject to these amended GTC, even if they are no longer explicitly referred to.

2. Offers and Conclusion of Contract

1. 1. Offers
      Unless otherwise stated, offers and cost estimates from the Contractor are non-binding. Binding offers are valid for a period of 2 weeks from their issuance unless a different validity period is specified in the offer.
   2. Conclusion of Contract
      The contractual relationship between the Contractor and the Client is established by the Client’s acceptance of the offer. The Contractor's services are definitively defined by the offer or by an order confirmation, if provided. Any changes or additions require written confirmation from the Contractor to be valid.
   3. Other Statements
      Documents such as illustrations, drawings, as well as measurements and performance data, and public statements by the Contractor are not considered as guaranteed unless they are expressly designated as binding in the offer.
   4. Service Deadlines
      Service deadlines specified by the Contractor are non-binding unless explicitly agreed otherwise.

3. Obligation to Cooperate

1. 1. Cooperation
      The Contractor's services depend on the cooperation of the Client. The Client is required to cooperate in the performance of the services free of charge. This includes providing necessary information, documents, appropriate contact persons, and approving work steps.
   2. Inspection Obligation
      All services provided by the Contractor must be inspected by the Client and either approved or objected to within fourteen business days. The provisions of § 377 UGB apply directly or analogously. If no timely approval is given, the services shall be deemed accepted.
   3. Legality of Services
      The Client must ensure that the Contractor's services are legally permissible and practically feasible.
   4. Duty to Inform
      The Client must ensure that its employees are informed about the Contractor’s consulting activities and provide all necessary information and documents required for performance.

4. Fees

1. 1. Daily Rate
      The Contractor’s remuneration is based on an agreed daily rate plus applicable VAT in euros and is charged for each calendar day on which consulting services are provided. The daily rate includes regular working hours of 8 hours per day. Additional expenses due to overtime will be charged proportionally based on the agreed daily rate.
   2. Performance-Based Compensation
      As an alternative to the daily rate, a performance-based fee may be agreed upon. The parties shall determine specific objectives and the success criteria for compensation in a separate agreement.
   3. Expenses
      In addition to the fee, the Client shall reimburse the Contractor for all necessary travel and accommodation costs and other expenses incurred in the course of consulting services, upon presentation of appropriate receipts.
   4. Adjustment of Fees
      The Contractor reserves the right to adjust daily rates annually. Changes to the fee rates must be communicated to the Client at least four weeks before they take effect. If the Client does not object in writing within two weeks, the new fee rates shall be deemed agreed upon.
   5. Due Date
      The Contractor invoices fees based on daily rates, usually on a monthly basis in arrears. The fee is due upon invoicing. Performance-based compensation is due once the agreed objectives are achieved.
   6. Late Payment
      If the Client is in default of payment, the Client must pay interest at a rate of 8% per annum above the 3-month EURIBOR from the due date, as well as any necessary reminder and collection costs.
   7. Right to Withhold Services
      If interim invoices are not paid, the Contractor is released from the obligation to provide further services. This does not affect the assertion of other claims arising from non-payment.

5. Reporting

1. 1. Reports
      The Contractor is obliged to provide the Client with written reports on the performed services and their results. If no ongoing reporting obligation is agreed upon, the Contractor is only required to provide verbal updates on essential steps and results.
   2. Final Report
      Upon completion of the assignment, the Contractor will issue a final report. The Client will receive this final report within a reasonable period, but at least within four weeks after the assignment’s completion.

6. Intellectual Property

1. 1. Right to Use
      The copyright, including moral rights, for documents prepared by the Contractor (e.g., reports, memoranda, offers, analyses, assessments, plans, calculations, and service descriptions) remains with the Contractor. The Contractor grants the Client a non-exclusive, worldwide, and perpetual right to reproduce the documents for the purposes of the contractual relationship. This right does not include modification rights.
   2. Permitted Transfer
      The right to use includes the right to pass documents on to the Client’s advisors and governing bodies under the condition that these are bound to confidentiality and no further disclosure is permitted. Any other reproduction is prohibited.
   3. No Liability to Third Parties
      The documents are intended exclusively for use by the Client. Third parties, including those who are permitted to receive the documents, cannot derive any rights from them, and no liability is assumed towards them.
   4. Retention of Title
      The right to use the documents is transferred to the Client only after full payment of the fee. Until full payment is made, use is tolerated but can be revoked at any time by the Contractor without justification.

7. Liability

1. 1. Results
      The Contractor shall perform the consulting services in accordance with generally accepted professional principles. The Contractor is not liable for ensuring that the Client achieves the intended success or desired outcome.
   2. Disclaimer of Liability
      The Contractor shall not be liable for damages caused by slight negligence, except for personal injuries. Liability is also excluded for pure financial losses, loss of profit, damages suffered by third parties, indirect damages, and production downtime. If the Client fails to fulfill the obligations under Section 3 of these General Terms and Conditions (GTC), the Contractor's liability shall be expressly excluded. The Contractor’s liability is capped at EUR 500,000.00.
   3. Burden of Proof
      The Client must provide proof that any damage resulted from the Contractor’s fault. The reversal of the burden of proof under § 1298 of the Austrian Civil Code (ABGB) is excluded.
   4. Statute of Limitations
      Claims for damages against the Contractor shall expire within twelve months from the date the Client becomes aware of the damage and the responsible party unless legal action has been initiated within this period.

8. Warranty

1. 1. Exclusivity
      The Contractor provides a warranty for material and legal defects in the service exclusively in accordance with this section. Any other claims are excluded.
   2. No Guarantee of Success
      The Contractor guarantees only the professional execution of the service but does not guarantee that the service will achieve a specific or expected result. Certain properties are only guaranteed if explicitly agreed upon in writing.
   3. No Presumption of Defects.
      The presumption of defects upon delivery as per § 924 ABGB is mutually excluded.
   4. Warranty Remedies
      In the event of a defect covered by warranty, the Contractor is entitled, at its own discretion, to either improve or replace the service. The Contractor is also entitled to determine the place of fulfillment for warranty obligations. Any ancillary costs shall be borne by the Client.
   5. Contract Termination
      The Client is entitled to withdraw from the contract if the Contractor, after being given a written deadline of at least four weeks in accordance with legal requirements, fails to remedy the defect. If the defect is minor, the Client is only entitled to a reduction in the agreed fee.

9. Termination

1. 1. Ordinary Termination
      If the consulting service is provided based on daily rates and an indefinite contract term has been agreed upon, either party may terminate the contract with one month’s notice at the end of each quarter. If a performance-based compensation has been agreed upon, the contract cannot be ordinarily terminated.
   2. Extraordinary Termination by the Contractor
      The Contractor is entitled to withdraw from the contract with immediate effect if there is a significant reason. A significant reason includes, in particular, if the Client obstructs the Contractor’s services, fails to provide necessary documents and information, or does not fulfill cooperation obligations in a timely manner.
   3. Extraordinary Termination by the Client
      The Client may only terminate the contract if there is a significant reason. A significant reason exists if (i) the Contractor is in default due to its own fault, a reasonable grace period of at least four weeks has been set, and the termination is declared by registered letter.
   4. Order Cancellation
      If the service is (partially) discontinued for reasons beyond the Contractor's control, the Contractor retains the right to payment of the entire agreed fee, minus any saved expenses. If a daily rate has been agreed upon, the fee shall be paid for the expected total number of days, minus saved expenses. Saved expenses are set at 30% of the fee for services not yet rendered by the Contractor at the time of contract termination.

10. Confidentiality

1. 1. Confidentiality
      Both the Client and the Contractor agree to maintain confidentiality regarding all business matters learned during the course of the contract, including trade and business secrets as well as any information regarding the nature, scope, and practical activities of the other party.
   2. Permissible Disclosure
      The Contractor is released from the confidentiality obligation towards assistants, subcontractors, representatives, and partners. The confidentiality obligation shall be extended to these parties.
   3. Duration
      The confidentiality obligation remains in effect indefinitely beyond the termination of this contract. Exceptions apply in cases of legally mandated disclosure obligations.

11. Subcontracting

1. 1. Subcontracting
      The Contractor is entitled to have the services performed in whole or in part by third parties.
   2. No Right to Issue Instructions
      The Client has no supervisory or directive authority over the Contractor or its subcontractors. The Contractor shall not be integrated into the Client’s business organization.
   3. No Exclusivity
      The Contractor is free to provide services to third parties without restriction.

12. Final Provisions

1. 1. Non-Solicitation
      The Client agrees not to enter into any business relationship with individuals or companies engaged by the Contractor to fulfill its contractual obligations for a period of three years following the termination of this contract.

   2. Choice of Law
      All legal relationships between the Contractor and the Client shall be governed exclusively by Austrian law, excluding Austrian international private law.

   3. Jurisdiction
      The parties agree that all disputes arising from or in connection with this contract shall be subject to the jurisdiction of the court competent for the Contractor’s registered office.

   4. Place of Fulfillment
      The place of fulfillment for obligations arising from the contract is the Contractor’s registered office.

   5. Force Majeure
      If binding deadlines cannot be met due to force majeure, boycott, embargoes, labor disputes, riots, transport failures, work restrictions, epidemics, delays by suppliers or business partners, or similar events beyond the Contractor’s control, the performance period shall be extended appropriately for the duration of the hindrance. The Client may not derive any claims against the Contractor from this.

   6. Prohibition of Assignment
      The Client may not transfer or assign the contractual relationship without the Contractor’s prior written consent. The Contractor may assign and transfer the contract to third parties without prior approval from the Client, provided the transfer is to an affiliated company.

   7. Written Form Requirement
      Amendments or additions to the contract must be made in writing. This also applies to any waiver of the written form requirement. Unless expressly stated otherwise in these GTC or agreed upon in individual cases, emails satisfy the written form requirement. Oral side agreements do not exist.

   8. Contact Information
      The Client is obligated to notify the Contractor immediately of any changes to its contact information. The Contractor shall not be liable for damages or disadvantages resulting from the failure to comply with this obligation. Notices sent to the last known contact details shall be deemed received by the Client.

   9. Severability Clause
      Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions or the contracts based on them. The invalid provision shall be replaced by a valid provision that most closely reflects its meaning and purpose.

   10. Prohibition of Set-Off and Retention
       The Client may not withhold payments. The Client may only offset claims against the Contractor’s claims if the claims are acknowledged or legally established.

   11. Order of Precedence
       In the event of contradictions within the contractual documents, the following order of precedence shall apply: (i) order confirmation, (ii) offer, and (iii) these GTC.