The H&P Public Affairs GmbH (hereinafter referred to as HPPA) provides its services exclusively on the basis of these General Terms and Conditions. These terms also apply to all future business relationships, even if not expressly referred to.
Supplementary agreements, reservations, amendments, or additions to these General Terms and Conditions require written form to be valid; this also applies to deviations from the written form requirement.
Contrary or deviating conditions of the contractual partner shall only become effective, even if known, if expressly and in writing acknowledged by HPPA.
Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions and contracts concluded under their basis. The invalid provision shall be replaced by an effective provision that comes closest to its meaning and purpose.
Conclusion of contract
The basis for the conclusion of the contract is the respective offer from HPPA or the customer's order, which specifies the scope of services and compensation.
If the customer places an order, they are bound to it for a period of two weeks from its receipt by HPPA. The contract is concluded through the acceptance of the order by HPPA. The acceptance must be in written form (e.g., through an order confirmation), unless HPPA unmistakably indicates (e.g., through acting on the order) that it accepts the order.
Scope of services, order processing and customer obligations to cooperate
The scope of services to be provided is determined by the customer's order, the service description, or the information in the contract. Subsequent changes to the scope of services require written form.
The customer will promptly provide HPPA with all information and documents necessary for the provision of the service. They will inform HPPA of all matters relevant to the execution of the order, even if these circumstances only become known during the execution of the order. The customer shall bear the expenses incurred by the repetition or delay of work due to their incorrect, incomplete, or subsequently amended information provided to HPPA.
External services / commissioning of third parties
HPPA is entitled, at its own discretion, to perform the service itself, to use third parties for the provision of contractually agreed services, and/or to substitute such services ("agent of procurement").
The commissioning of agents of procurement is done either in the name of HPPA or in the name of the customer, but in any case, at the expense of the customer.
HPPA will carefully select agents of procurement and ensure that they have the necessary professional qualifications.
Deadlines and appointments must be documented or confirmed in writing. HPPA endeavors to meet the agreed-upon deadlines. However, the customer is only entitled to assert their legally entitled rights in case of non-compliance with the deadlines if they grant HPPA a reasonable grace period of at least 14 days. This period begins upon receipt of a reminder to H&P Public Affairs GmbH.
If the grace period expires without result, the customer may withdraw from the contract. The obligation to pay damages for delay only exists in cases of intent or gross negligence on the part of H&P Public Affairs GmbH.
Unavoidable or unforeseeable events – especially delays with HPPA contractors – in any case, release HPPA from adhering to the agreed-upon performance deadline. The same applies if the customer is in default with their obligations necessary for the execution of the order (e.g., providing documents or information). In this case, the agreed-upon deadline will be postponed at least to the extent of the delay.
Cancellation of the contract
HPPA is particularly entitled to withdraw from the contract if:
- The provision of the service becomes impossible or is further delayed due to reasons attributable to the customer, despite setting a grace period.
- Valid concerns regarding the customer's creditworthiness exist, and upon request by HPPA, the customer neither makes advance payments nor provides suitable security before the provision of HPPA's services.
If not otherwise agreed upon, HPPA's entitlement to fees arises for each individual service as soon as it has been provided. HPPA is authorized to request advances to cover their expenses. The fee is exclusive of the statutory value-added tax.
HPPA's invoices are due and payable net cash without any deduction from the date of the invoice. Unless otherwise agreed, they must be paid within seven calendar days from receipt of the invoice.
The customer undertakes to bear all costs and expenses associated with the collection of the claim, such as collection fees or other costs necessary for appropriate legal action.
In the event of the customer's payment default, HPPA may immediately make all services and partial services provided under other contracts concluded with the customer due and payable.
The customer is not entitled to set off their own claims against claims of HPPA, unless the customer's claim has been acknowledged in writing by HPPA or established by a court. The customer's right of retention is excluded.
Warranty and compensation
The customer's claims for damages, particularly due to delay, impossibility of performance, breach of positive obligations, fault in conclusion of the contract, defective or incomplete performance, consequential damages from defects, or unlawful acts, are excluded unless they are based on intent or gross negligence on the part of HPPA.
Any claim for damages can only be asserted within six months of becoming aware of the damage.
Claims for damages are limited in amount to the contract value excluding taxes.
HPPA will carry out the assigned tasks in accordance with generally recognized legal principles and will timely alert the customer to risks that are recognizable to them. Any liability of HPPA for claims raised against the customer as a result of the measures taken is expressly excluded if HPPA has fulfilled its duty to warn; in particular, HPPA is not liable for legal costs, the customer's own legal fees, the costs of publishing judgments, as well as any claims for damages or similar claims by third parties.
HPPA is liable within the framework of legal regulations only for damages if intent or gross negligence on their part can be proven. Liability for slight negligence is excluded. The injured party must prove the existence of gross negligence.
The legal relationship between the customer and HPPA is exclusively subject to Austrian law, to the exclusion of any rules on international referral. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply.
Fulfillment and jurisdiction
Place of performance is Vienna.
The jurisdiction of the Commercial Court of Vienna (Handelsgericht Wien) is agreed upon for matters falling under its jurisdiction, and the jurisdiction of the District Court for Commercial Matters of Vienna (Bezirksgericht für Handelssachen Wien) for district court matters.