GENERAL TERMS AND CONDITIONS OF COVERDALE

(Last revised: 05/2018)

I. Applicability

1. COVERDALE Managementberatungs und -trainings Gesellschaft m.b.H. (hereinafter referred to as COVERDALE) is engaged in developing and offering customised programmes and training modules for continuing education of executives and specialist staff. COVERDALE also offers services in the fields of organisational development, coaching, mediation and conflict counselling as well as blended learning.
2. For this purpose the main focus is on assessing and developing the skills and competences of the staff to be developed by them in the customer’s business to improve the organisation’s performance. To this end interview techniques, various tools of individual diagnostics or the Development Center are made use of. In addition, an evaluation of implementation potential is carried out and customised programmes are developed and implemented which build skills and competences on a sustainable basis.
3. The services of COVERDALE defined in Clause 1 and Clause 2 are exclusively provided on the basis of the following General Terms and Conditions and of the provisions of the individual contracts concluded by COVERDALE; and any provisions in individual contracts that deviate from the General Terms and Conditions shall prevail over the latter.
4. Terms and conditions of the customer which are in conflict with or deviate from the terms and conditions mentioned above shall not be accepted by COVERDALE, unless COVERDALE has expressly agreed to applicability of the same in writing. Modifications of or amendments to any contract concluded by COVERDALE shall be made in writing. This shall also apply where the requirement of written form is abolished by agreement.
5. Any promises or side agreements shall be subject to COVERDALE’s written confirmation.

II. Conclusion of contract

1. The contract shall be concluded by accepting the offer prepared by COVERDALE through signing and adding the date and company stamp and returning the original.
2. COVERDALE’s offers shall be valid for three months from the issue date.

III. Services; Change of services; Deadlines and periods

1. The services shall be defined in detail in the offer or contract and COVERDALE’s services shall be limited to the points agreed. Services requested by the customer later on shall require a separate written agreement and shall be charged separately, unless agreed otherwise in the initial contract.
2. If the customer requests services that deviate from the offer or contract in whole or in part, COVERDALE shall check the consequences in terms of remuneration, additional work and time planning before acknowledging the order. In that case COVERDALE reserves the right to reject the order if it conflicts with the interest of other projects and the like.
3. COVERDALE shall not be responsible for delays in the provision of services due to force majeure or circumstances in the customer’s sphere of responsibility. COVERDALE is entitled to postpone provision of the service concerned for the duration of the impediment plus a reasonable start-up time.
4. COVERDALE is entitled to include the project in its list of reference projects. Moreover, COVERDALE may publicize or refer to services rendered or to successful projects for demonstration purposes, unless the customer claims and proves a conflicting legitimate interest.

IV. Remuneration; Terms of payment

1. All contractually agreed remuneration shall be in euro plus applicable statutory value added tax, unless stated otherwise.
2. Accommodation and meals of the trainers shall be charged separately where the provision of services has been agreed. For special activities transfer costs and third-party costs, such as, e.g. charges for hiring materials, shall be charged to the customer. Travel expenses shall be charged at the statutory allowance per kilometre.
3. If COVERDALE renders services within the limits of a project budget without itemised offers, any services completed shall be due for payment immediately after receipt of the invoice issued by COVERDALE; no cash discount will be granted.
4. Dates for issuing invoices on parts of the services or advance payment of fees may be agreed in the relevant individual contract.
5. Payments with debt-releasing effect shall be due without any deductions 14 days after the invoice date and shall be paid into the account advised by COVERDALE without deduction of any charges. Payments shall be deemed made on the day on which COVERDALE is able to dispose of the amount.
6. Upon payment of the invoice or last partial invoice by the customer all services rendered by COVERDALE shall be deemed accepted and approved.
7. In the case of partial invoices the relevant instalments shall be due for payment 14 days after receipt of the relevant invoice.
8. Objections to the amount of the invoice shall be raised in writing within 14 days; otherwise the invoice shall be deemed accepted.
9. If payment dates are not observed, late payment interest of 8% above the base rate of the European Central Bank applicable from time to time shall be deemed agreed. The parties agree that additional costs incurred, including but not limited to dunning and collection charges and lawyer’s costs, shall also be charged. The right to claim additional damages shall not be affected.
10. COVERDALE is entitled to set off payments against the customer’s oldest debts despite different directions given by the customer. If costs and interest have already arisen due to late payment, COVERDALE shall be entitled to first of all use the payment to cover the costs, then the interest and finally the principal services.
11. Any setoff or claiming a right to withhold on account of counterclaims which have not been accepted by COVERDALE or ascertained in a non-appealable/final manner shall be excluded.
12. If no agreements on remuneration were made for a service which the customer was not supposed to expect in the circumstances, the prices usually payable for such services shall be paid.

V. Cancellation

1. Binding orders placed by the customer or specific events (seminars) being part of such an order may be cancelled by the customer free of charge until 90 days before the event.
2. In the case of cancellations
   1. between 60 and 90 days before the event 30%
   2. between 30 and 60 days before the event 50%
   3. less than 30 days before the event 100%
3. of the contract value shall be charged.

VI. Warranty, Liability

1. COVERDALE assumes no warranty, unless mandatory law or express provisions in these General Terms and Conditions or in the individual contracts concluded provide otherwise.
2. COVERDALE shall only be liable for damages in the case of gross negligence or wilful intent.
3. Liability for gross negligence is limited to the sum insured under third-party liability insurance available for the specific claim, unless mandatory statutory provisions proscribe such limitation.
4. Liability for slight negligence shall be excluded.
5. COVERDALE shall not be liable for consequential damage, unless mandatory statutory provisions proscribe such limitation of liability.
6. COVERDALE shall be liable for third parties who were instructed to render specific services with the customer’s knowledge and who are neither employees nor shareholders only in the case of negligence in the selection procedure.
7. COVERDALE shall only be liable vis-à-vis the customer and not vis-à-vis third parties. The customer shall expressly inform third parties who come into contact with COVERDALE services because of the customer’s actions of this fact.

VII. Industrial property rights and copyrights of third parties

1. COVERDALE’s programmes, training materials, documents and the like are protected by copyright and may only be used inside the organisation of the relevant customer and only in the country of the customer’s registered office or which was expressly agreed. Any reproduction or publication of training material or documents (e.g. documentation, etc.) in whole or in part shall be permitted only upon COVERDALE’s written consent; this also applies to passing on and repeated use by third parties or the customer itself.
2. Where learning elements are made available online or in the customer’s systems, such elements may only be made available for viewing to the persons attending the relevant courses (this means that downloading, passing on of access codes or publication is absolutely prohibited, which is not negotiable).
3. Where, depending on the contract, learning elements are not made available to the customer on a permanent basis, the customer shall delete all learning elements from its systems or put them offline after the agreed period of time.
4. The customer undertakes to indemnify and hold harmless COVERDALE with respect to the above points.
5. Apart from the Coverdale logo, learning elements which are made available in the customer’s systems contain also the customer’s logo for clear identification. If such learning elements become accessible to unauthorised persons in whatsoever way without COVERDALE’s consent, Coverdale reserves the right to charge a contractual penalty for that learning content in the amount of the agreed licence fee.

VIII. Rescission of the contract

1. After having granted a reasonable grace period and fruitless expiration of the same the customer may rescind the contract in writing on the ground of default attributable to gross fault of COVERDALE.
2. Independent of other rights COVERDALE is entitled to rescind the contract without granting another grace period
   1. if provision of services and/or commencement or continuation of project implementation is impossible for reasons for which the customer is responsible or is further delayed even though a reasonable grace period was granted;
   2. if concerns have arisen about the customer’s ability to pay and the customer neither makes an advance payment nor furnishes suitable collateral at COVERDALE’s request;
   3. if insolvency proceedings are opened over the customer’s assets or if a petition for opening of insolvency proceedings is dismissed for lack of sufficient assets.
3. Rescission of contract may be declared for the above reasons also with regard to an outstanding portion of the delivery or service.
4. Notwithstanding COVERDALE’s claims for damages, including preprocedural costs, in the event of rescission of contract services or parts of services rendered shall be invoiced and paid in accordance with the contract. This shall also apply to preparatory work rendered by COVERDALE.
5. Other consequences of rescission shall be excluded.

IX. Choice of law and place of jurisdiction

1. The customer is not entitled to assign its claims under the contract.
2. Unless otherwise agreed the substantive law of the Republic of Austria shall apply and the rules of conflict of laws shall be excluded.
3. Exclusive jurisdiction of the court at the place of COVERDALE’s registered office in Austria that has jurisdiction over the subject matter is agreed for disputes arising out of or in connection with the contractual relationship regulated by the General Terms and Conditions, which shall also include disputes over its validity, unless mandatory law provides otherwise.
4. However, COVERDALE shall be entitled to file claims against the customer with any other domestic or foreign court in the circuit of which the customer has its registered office, domicile, establishment or assets.
5. The regulation on the place of jurisdiction of Section 14 of the Austrian Consumer Protection Act [Konsumentenschutzgesetz/KSchG] shall apply to customers who are consumers as defined by that Act.

X. General provisions

1. The customer expressly agrees that COVERDALE may process, make available or transmit (as defined by the Austrian Data Protection Act [Datenschutzgesetz] or the GDPR) the personal data concerning the customer and/or its organisation insofar as this is necessary and useful for fulfilling the assigned tasks or results from statutory obligations of COVERDALE.
2. Statements to be made under these General Terms and Conditions may also be made by email, unless provided otherwise in individual contracts. COVERDALE is entitled to communicate with the customer by email in an unencrypted form, unless the customer has given other written instructions. The customer represents that it is informed about the risks involved (including but not limited to access, secrecy, alteration of messages in the course of transmission) and, being aware of such risks, agrees that email correspondence will be effected in an unencrypted form.
3. Should any provision(s) of these General Terms and Conditions be or become legally ineffective, violate mandatory law or should these General Terms and Conditions contain a gap, the parties shall replace or supplement the ineffective, voidable or incomplete provision by appropriate regulations which come as close as possible to the financial purpose of the intended regulation. The validity of the remaining provisions shall remain unaffected thereby.