1. General Terms and Conditions

1.1 OLTREXX Abdul Karim El-Najar e.U. (hereinafter referred to as OLTREXX) conducts business exclusively in accordance with the General Terms and Conditions set out below. Any ancillary or contrary agreements come into force subject to separate written agreements. Oral collateral agreements containing provisions which deviate from the General Terms and Conditions are invalid in any event.

1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.

1.3 Any conflicting General Terms and Conditions on the part of the Client shall be invalid unless they have been explicitly accepted in writing by OLTREXX.

1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.

2. Scope of Consulting Assignments / Representation

2.1 The scope of each particular consulting assignment shall be individually agreed by contract.

2.2 OLTREXX shall be entitled to subcontract, in whole or in part, the services for which the OLTREXX is responsible to third parties. Payment of said third parties shall be effected exclusively by OLTREXX. No contractual relationship of any kind shall exist between the Client and said third party.

2.3 During the validity of this Contract and for a period of three years after termination thereof, the Client shall agree not to enter into any kind of business transactions with persons reorganizations OLTREXX employs to perform the contractual duties. In particular, the Client shall not employ said persons or organizations to render consulting services the same or similar to those offered by OLTREXX

3. Client’s Obligation to Provide Information / Declaration of Completeness

3.1 The Client shall ensure that during the performance of the consulting assignment, organizational conditions in the Client’s place of business allow the consulting process to proceed in a timely and undisturbed manner.

3.2 The Client shall also inform OLTREXX in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency.

3.3 The Client shall, in a timely manner and without special request on the part of OLTREXX, provide OLTREXX with all documents necessary to fulfil and perform the consulting assignment and shall inform OLTREXX of all activities and conditions pertinent to the performance of the consulting assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting assignment.

3.4 The Client shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of OLTREXX’s consulting activities prior to the commencement of the assignment.

4. Maintenance of Independence

4.1 The contracting parties shall be committed to mutual loyalty.

4.2 The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for OLTREXX and/or of any third parties employed by OLTREXX is not jeopardized. This applies particularly to any employment offers made by the Client or the acceptance of assignments on their own account.

5. Reporting / Obligation to Report

5.1 OLTREXX shall be obligated to report to the Client on the progress of services performed by persons working for OLTREXX and/or any third parties employed by OLTREXX.

5.2 OLTREXX shall deliver the final report in a timely manner, as previously agreed

5.3 OLTREXX shall not be bound by directives while performing the agreed service and shall be free to act at OLTREXX’s discretion and under OLTREXX’s own responsibility. OLTREXX shall not be required to work in a particular place or to keep particular working hours.

6. Protection of Intellectual Property

6.1 OLTREXX shall retain all copyrights to any work done by OLTREXX and/or by persons working for OLTREXX and/or by third parties employed by OLTREXX (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programmes, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Client may use these materials exclusively for the purposes described under the Contract. Therefore, the Client shall not be entitled to copy or distribute these materials without the explicit consent of OLTREXX.

6.2 Any violation of this provision by the Client shall entitle OLTREXX to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.

6.3 OLTREXX shall not be bound by directives while performing the agreed service and shall be free to act at OLTREXX’s discretion and under OLTREXX’s own responsibility. OLTREXX shall not be required to work in a particular place or to keep particular working hours.

6.4 OLTREXX shall not be bound by directives while performing the agreed service and shall be free to act at OLTREXX’s discretion and under OLTREXX’s own responsibility. OLTREXX shall not be required to work in a particular place or to keep particular working hours.

6.5 OLTREXX is allowed, without restrictions in time and place, to use the Client’s name, the logo and the products created by OLTREXX under reference to their partnership. The Client is entitled to an editorial right of veto.

6.6 The Client is liable for all texts, graphic elements and designs supplied or provided by itself and it pledges to indemnify OLTREXX against, or exempt it from, any third-party claims.

6.7 The Client is not permitted to assign rights arising from this contract, either gratuitously or for a consideration, without OLTREXX’s written consent.

7. Warranties

7.1 OLTREXX shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in OLTREXX’s work which have become known subsequently. OLTREXX shall immediately inform the Client thereof.

7.2 This right of the Client expires six months after completion of the respective service.

7.3 The Client shall make all information and data required for the provision of a service available to the OLTREXX in a timely manner and in extenso. Furthermore, he shall inform the OLTREXX of all circumstances that are of substance to the performance of the order, regardless of whether those emerge only in the course of the implementation of the order. The Client shall bear all expenditures arising from incorrect, incomplete or belatedly modified information by the Client resulting in extra operations that must be repeated by the OLTREXX or which are delayed

8. Liability / Damages

8.1 For all disputes arising out of the contractual agreement between OLTREXX and the Client, the parties agree on the exclusive responsibility of the relevant court of the City of Salzburg as the place of litigation.

9. Confidentiality / Data Protection

9.1 OLTREXX shall be obligated to maintain complete confidentiality concerning all business matters made known to the Client in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Client.

9.2 Furthermore, OLTREXX shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Client’s clients.

9.3 OLTREXX shall not be obligated to maintain confidentiality towards any person working for OLTREXX or representatives of OLTREXX. OLTREXX is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if OLTREXX had breached confidentiality.

9.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract.

9.5 OLTREXX shall be entitled to use any personal data entrusted to OLTREXX for the purposes of the services performed. OLTREXX shall guarantee the Client that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.

10. Remuneration

10.1 An invoice may be submitted at the end of services or a prepayment might be requested. Either way, it is agreed by both parts and informed in advance. The payment of the invoice is due for settlement within 15 days’ net. It is understood that a 5% default interest after the 15 days, and an increase of 5% every 15 days of delay.

10.2 OLTREXX’s quotations and estimates remain binding for a period of 15 days. If an order is placed after this time has elapsed, OLTREXX reserves the right to re-examine the offer and make any adjustments, where applicable.

10.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to OLTREXX by the Client separately, upon submission of the appropriate receipts.

10.4 In the event that the work agreed upon is not completed due to reasons on the part of the Client, or due to a premature termination of contract by OLTREXX for cause, OLTREXX shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Client shall pay for the number of hours expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that OLTREXX did not perform by the date of termination of the agreement.

10.5 In the event that intermediate invoices are not paid, OLTREXX shall be released from OLTREXX’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.

10.6 The following extra fees might be charged (please note as normal working hours (9-17 [Vienna zone], MON-FRI):
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- between 10:00 p.m. and 6:00 a.m. 60%
- between 6:00 a.m. and 8:00 a.m. 30%
- between 6:00 p.m. and 10:00 p.m. 30%
- on Sundays and public holidays 60%
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When traveling within the Salzburg area to fulfil the advisory assignment, the travel time will be charged according to the time spent at the normal hourly rate.

10.7 In general, the Client is responsible for deliveries from and to OLTREXX

11. Electronic Invoicing

11.1 OLTREXX shall be entitled to transmit invoices electronically. The Client agrees explicitly to accept invoices transmitted electronically by OLTREXX.

12. Duration of the Agreement

12.1 This Contract terminates with the completion of the project.

12.2 Apart from this, this Contract may be terminated for good cause by either party at anytime without notice. Grounds for premature termination include the following:
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- one party breaches major provisions of the Contract
- one party opens insolvency proceedings or the petition for bankruptcy is denied because of insufficient assets to cover expenses.

12.3 An order can be cancelled at any time with 30 days’ notice. All costs incurred up to the time of the cancellation will be invoiced, plus all charges due by the end of the cancellation term as indicated in the quotation.

12.4 We respectfully request at least 24 hour notice for 1:1 Consultancies sessions and appointments. Any missed appointment or late cancellation will result in a charge equal to 100% of the reserved service amount.

13. Final Provisions

13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.

13.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.

13.3 This Contract is governed by the substantive law of the Republic of Austria excluding the conflict-of-law rules of international private law. Place of fulfilment is the registered business establishment of OLTREXX. Jurisdiction in all disputes is the court in the place where OLTREXX is based.
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