GENERAL TERMS AND CONDITIONS

1. General Provisions / Scope

1.1 These General Terms and Conditions exclusively govern all legal transactions between the client (hereinafter referred to as “Customer”) and the contractor (hereinafter referred to as “CoCreatify”). The version valid at the time the contract is concluded shall be applicable.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if not explicitly referred to in any additional agreements.

1.3 Any conflicting general terms and conditions of the Customer shall be deemed invalid unless expressly acknowledged in writing by CoCreatify.

1.4 If individual provisions of these General Terms and Conditions should become or be deemed invalid, this shall not affect the validity of the remaining provisions or of contracts concluded based on them. The invalid provision shall be replaced by a valid one that comes closest to the intended meaning and economic purpose.

2. Scope of Consulting Services / Representation

2.1 The specific scope of the consulting assignment shall be contractually agreed upon in each individual case.

2.2 CoCreatify is entitled to have all or part of the tasks for which it is responsible carried out by third parties. Payment of such third parties shall be made exclusively by CoCreatify. No direct contractual relationship of any kind shall arise between the third party and the Customer.

3. Customer’s Duty of Disclosure / Declaration of Completeness

3.1 The Customer shall ensure that the organizational conditions at their place of business allow work to proceed with minimal disruption and in a manner conducive to the timely progress of the consulting process.

3.2 The Customer shall fully inform CoCreatify of any prior or ongoing consultations — even in other fields of expertise.

3.3 The Customer shall ensure that CoCreatify is provided with all documents required for the execution and performance of the consulting assignment in a timely manner, without the need for a specific request. The Customer shall also inform CoCreatify of all relevant events and circumstances. This also applies to any documents, events, and circumstances that come to light during CoCreatify’s work.

3.4 The Customer shall inform their employees and, where applicable, the legally established employee representative (e.g., works council) about the consulting assignment before work begins.

4. Ensuring Independence

4.1 Both parties commit to mutual loyalty.

4.2 The contractual parties agree to take all measures necessary to ensure the independence of third parties and employees working for CoCreatify. This especially applies to offers of employment or engagement on a freelance basis from the Customer.

5. Reporting / Duty to Report

5.1 CoCreatify commits to reporting to the Customer on the progress of the work and that of its employees or appointed third parties, corresponding to the stage of work.

5.2 The Customer shall receive a final report within an appropriate period — generally two to four weeks after project completion, depending on the type and scope of the assignment.

5.3 CoCreatify is free to work independently and is not subject to directives in completing the agreed deliverables. It operates at its own discretion and responsibility and is not bound to any specific work location or working hours.

6. Intellectual Property Protection

6.1 Copyrights to works created by CoCreatify, its employees, or appointed third parties (especially offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain the sole property of CoCreatify. They may only be used by the Customer for purposes covered by the contract, both during and after the contractual relationship. The Customer is not entitled to reproduce and/or distribute the work(s) without the express written consent of CoCreatify. Unauthorized reproduction or distribution does not create any liability for CoCreatify, particularly regarding the accuracy of the work, towards third parties.

6.2 Violation of these provisions entitles CoCreatify to terminate the contract immediately and assert additional legal claims, particularly for injunctive relief and/or damages.

7. Warranty

7.1 Regardless of fault, CoCreatify is entitled and obliged to rectify any inaccuracies or deficiencies in its services that become known, as part of the legal warranty provisions. CoCreatify will promptly inform the Customer of such actions.

7.2 The Customer’s claim to warranty expires three months after the respective service has been rendered.

8. Liability / Damages

8.1 CoCreatify is liable to the Customer for damages – excluding personal injury – only in cases of gross negligence or willful intent. This also applies to damages caused by third parties engaged by CoCreatify.

8.2 Claims for damages must be made in court within three months of the Customer becoming aware of the damage and the responsible party, and no later than three years from the event giving rise to the claim.

8.3 The burden of proof lies with the Customer to show that CoCreatify was at fault.

8.4 If CoCreatify uses third parties to perform work and warranty or liability claims arise, these claims are assigned to the Customer, who must first assert them against those third parties.

9. Confidentiality / Data Protection

9.1 CoCreatify commits to strict confidentiality regarding all business matters it becomes aware of, especially business and trade secrets, and any information about the nature, scope, and practical activities of the Customer.

9.2 CoCreatify also commits to confidentiality concerning all contents of the deliverables, all information and circumstances that became known during the assignment, and especially client data of the Customer.

9.3 CoCreatify is released from this confidentiality obligation with respect to its assistants and representatives but shall transfer the confidentiality obligation to them in full and is liable for their breaches as for its own.

9.4 The confidentiality obligation remains in effect indefinitely, even after the contract has ended. Exceptions apply only where disclosure is legally mandated.

9.5 CoCreatify is entitled to process personal data entrusted to it within the scope of the contractual purpose. The Customer warrants that all necessary measures, especially those required by data protection law (such as consent from data subjects), have been taken.

10. Fees

10.1 Upon completion of the agreed work, the Customer shall receive a fee in accordance with the agreement. CoCreatify is entitled to issue interim invoices in line with project progress and to demand corresponding advances. Invoices are payable within 15 days without deduction. Late payments incur interest of 1% per month. Deliverables remain the property of CoCreatify until full payment is made. CoCreatify may require a deposit for first-time clients. The Customer may cancel a project with 30 days' notice. All costs incurred up to that point plus those during the cancellation notice period shall be billed as per the offer.

10.2 CoCreatify will issue invoices that meet the legal requirements for VAT deduction.

10.3 Out-of-pocket expenses, travel costs, etc., will be reimbursed separately upon invoicing.

10.4 Offers and cost estimates are valid for 15 days. If the assignment is placed after this period, CoCreatify reserves the right to revise the offer.

10.5 Orders placed by CoCreatify with third parties on behalf of the Customer are subject to a 15% markup on the net contract value. The Customer may not offset any claims due from CoCreatify.

10.6 If the agreed deliverable is not completed due to Customer-related reasons or a justified early termination by CoCreatify, the full fee remains payable, minus saved expenses. If the fee is hourly, it shall be calculated based on the expected total hours, minus 30% for unrendered work.

10.7 If interim invoices are not paid, CoCreatify is released from its obligation to perform further services. This does not affect the right to claim further damages.

11. Electronic Invoicing

11.1 CoCreatify is entitled to send invoices electronically. The Customer expressly agrees to this.

12. Contract Duration

12.1 This contract generally ends upon completion of the project and corresponding invoicing.

12.2 Notwithstanding the above, either party may terminate the contract at any time without notice for cause. Good cause includes, in particular:

• A material breach of contract by one party,

• Payment default following insolvency proceedings,

• Concerns about the creditworthiness of a party not yet in insolvency who refuses advance payment or adequate security when requested, if such financial concerns were unknown at contract conclusion.

13. Marketing / PR

13.1 CoCreatify may use the Customer’s name, logo, and any work designed by CoCreatify or its network — only once published by the Customer — for its own PR and marketing purposes, without restriction of time or geography. If the work remains unpublished for over three years, CoCreatify may reference it. The Customer retains editorial veto rights.

14. Final Provisions

14.1 Both parties confirm that all information in this contract is accurate and truthful and agree to notify each other promptly of any changes.

14.2 Changes to the contract or these terms must be in writing. This requirement also applies to any waiver of this written form clause. There are no verbal side agreements.

14.3 This contract is governed by substantive Austrian law, excluding the conflict-of-law rules and the UN Sales Convention.

14.4 All disputes arising from this contractual relationship shall be subject to Austrian law and the exclusive jurisdiction of the competent court in Salzburg.

CoCreatify 2023