General Terms & Conditions

1.1 These General Terms and Conditions (GTC) apply to all legal transactions between igromo e.U., Hasengasse 6, 3452 Heiligeneich, Austria, as the contractor (hereinafter referred to as the "Provider") and the customer (hereinafter referred to as the "Client") for all services offered by the Provider, in particular:

– newsletters/mailings/community platforms the Client has registered for,

– and/or contractually agreed services,

– and/or agreed advisory agreements,

– and/or seminars/trainings/events booked by the Client.

1.2 Conflicting or deviating terms and conditions of the Client will not be recognized unless their validity has been expressly confirmed in writing. This also applies if the Provider does not explicitly object to such conditions. The absence of an objection by the Provider cannot be construed as consent.

1.3 The Provider’s offers are directed exclusively at business customers.

1.4 These General Terms and Conditions exclusively apply to all legal transactions between the Provider and the Client. The version valid at the time of contract conclusion shall be decisive.

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

1.6 Should individual provisions of these General Terms and Conditions be or become invalid, the validity of the remaining provisions and contracts based thereon shall remain unaffected. The invalid provision shall be replaced by a valid one that comes closest to its intended meaning and commercial purpose (severability clause).

1.7 The Client declares that they are purchasing the Provider’s services solely for business purposes.

1.8 The Client agrees that all components of service delivery shall take place at the Provider’s location. In particular, workshops, meetings, and coordination sessions included in the service scope will be conducted remotely via video conferencing. The Client has no entitlement to on-site presence of the Provider.

2.1 The binding scope of the Provider’s obligations is determined exclusively by the service description in the respective offer/contract/agreement, not by general promotional information published online or in other media. Any changes to services after contract conclusion are binding only if confirmed in writing or in text form.

2.2 The Provider owes only the services described in the offer/contract/agreement during the agreed term. The Provider does not guarantee specific outcomes, such as achieving revenue targets or performance metrics (e.g., reach, likes, clicks, conversions, applications, new customers, rankings, etc.). The Provider’s services are intended to enable such goals but do not constitute a guarantee of success.

2.3 The Provider may engage third parties as subcontractors to fulfill contractual obligations. There is no entitlement to the involvement of any specific individual. Third parties will be compensated solely by the Provider, and no contractual relationship shall arise between the Client and the third party.

2.4 The Client agrees not to enter into any business relationship, of any kind, with individuals or companies used by the Provider in fulfilling contractual obligations for the duration of the contract and for three years thereafter. In particular, the Client agrees not to commission these individuals or companies with services similar to those offered by the Provider.

2.5 If fixed appointments have been agreed between the Provider and the Client, these are binding. Postponements or rescheduling are not possible unless the Provider is unable to fulfill the appointment.

2.6 The Client is obliged to cooperate within the contractual relationship. The required cooperation shall be provided without delay upon first request by the Provider.

2.7 Additional services beyond the agreed scope—such as software tools, creative services, branding, or custom development—are not included and must be procured separately by the Client. If the Client enters into agreements with third parties, the Provider does not act as an agent or auxiliary party unless explicitly commissioned to do so.

3.1 Services offered by the Provider generally do not constitute legally binding offers. All offers are non-binding unless explicitly stated otherwise.

3.2 The contract/agreement between the Provider and the Client is concluded once both parties confirm their agreement in writing. The Client agrees that the Provider may use a digital signature solution for this purpose, allowing the Client to confirm the agreement via e-signature using their email address. The Client agrees that contracts signed via e-signature are legally binding and equivalent to physically signed agreements.

3.3 The contract is considered concluded when signed in writing by both parties (e.g., via e-signature) or upon commencement of service delivery.

3.4 Any subsequent modifications or additions to the contract must be made in writing to be valid. This also applies to waiving the requirement of written form. Verbal side agreements are excluded.

4.1 The amount of compensation owed by the Client is specified in the respective offer provided by the Provider and is binding.

4.2 All quoted prices are net amounts and are subject to statutory VAT where applicable.

4.3 The Provider may request reasonable advance payments for compensation and reimbursement of expenses and may make the commencement or continuation of services dependent on full payment.

4.4 If multiple clients commission the same project, they shall be jointly and severally liable for the agreed fees.

4.5 No service provided by the Provider shall be deemed gratuitous.

4.6 Costs for advertisements or third-party software platforms are not included in the Provider’s compensation and must be borne by the Client.

5.1 Unless otherwise individually agreed, the total fee is due in full immediately after contract conclusion. For installment payments, the respective amount is due in advance for the relevant service period.

5.2 All payments under this business relationship must be made via bank transfer.

5.3 Offsetting of mutual claims is only permitted if such offsetting has been acknowledged in writing by the other party or has been legally confirmed. The same applies to the exercise of a right of retention.

5.4 In the event of payment default, a reminder fee of €50.00 per reminder will be charged. Legal collection proceedings may be initiated without prior notice. Statutory commercial default interest will be applied in all cases.

6.1 The Client acknowledges that the success of the services depends significantly on their own cooperation. The Client must provide all necessary information and data promptly and within five (5) business days of each request (e.g., images, text, data, target group insights, positioning). The Client guarantees that all information provided is reliable, correct, and complete, including any information, data, events, or circumstances that arise during the course of service delivery.

6.2 The success of the collaboration also depends on the Client making timely decisions and granting approvals required for service delivery. The Client agrees to make and communicate such decisions without delay.

6.3 If the Client fails to fulfill their cooperation obligations, they shall bear the resulting consequences, including any additional efforts incurred by the Provider.

6.4 The Client agrees to use the digital tools provided by the Provider for collaboration, data exchange, and reporting. The Client is solely responsible for ensuring appropriate technical access (hardware/software/internet) to use such tools.

6.5 Access credentials to any digital platform provided by the Provider (personal login data) must be protected from unauthorized third parties. It is prohibited to share passwords with third parties. Violations may be subject to civil and criminal prosecution. Participation in video calls with masked IP addresses is not permitted. The Provider reserves the right to monitor access to its technical systems.

6.6 The Client must ensure that its employees and, where applicable, legally required employee representatives (e.g., works council) are informed about the Provider’s activities before service commencement.

6.7 The Client shall be liable for any consequences resulting from a breach of these information and disclosure obligations. In such cases, the Client shall indemnify and hold the Provider harmless.

7.1 If the Client is in default with due payments, the Provider is entitled to suspend further services until the outstanding amount has been fully settled.

7.2 The Provider shall have a right of retention over documents provided by the Client for the purpose of service delivery until all contractual claims have been fulfilled. This right does not apply if and to the extent that exercising it would cause the Client disproportionate harm, even considering the Provider’s interest in performance.

8.1 The Provider shall be liable for damages resulting from injury to life, body, or health caused by intentional or negligent breach of duty by the Provider, its legal representatives, or agents. Furthermore, the Provider shall be liable for other damages caused by intentional or grossly negligent breaches of duty or fraudulent intent. Liability under product liability law or for an expressly assumed guarantee remains unaffected.

8.2 For damages caused by simple negligence, the Provider shall only be liable where such negligence involves the breach of essential contractual obligations whose fulfillment is a prerequisite for the proper execution of the agreement and on which the Client may regularly rely (“cardinal obligations”).

8.3 Unless otherwise required by mandatory law, the Provider shall not be liable for data or program losses. Liability for data loss is limited to the typical recovery effort that would have been necessary if regular and risk-appropriate data backups had been performed.

8.4 Any further liability, regardless of the legal nature of the asserted claim, is excluded.

8.5 Any damages shall be limited to the value of the agreed service contract. Indirect damages or consequential damages (especially lost profits) are not subject to liability.

8.6 Claims for damages must be asserted in court within six (6) months after the Client becomes aware of the damage and the damaging party, and no later than one (1) year after the event giving rise to the claim.

8.7 The burden of proof for the Provider’s fault lies with the Client.

8.8 If the Provider delivers services with the involvement of third parties and warranty or liability claims arise in this context against such third parties, the Provider hereby assigns these claims to the Client. In such cases, the Client shall first seek remedy from the third party.

8.9 The Provider is entitled, regardless of fault, to correct any inaccuracies or deficiencies discovered in the service. The Client will be informed accordingly.

8.10 Any warranty claims expire at the end of the contractual relationship.

8.11 It is expressly clarified that the Provider has no influence on the decisions or actions of advertising platforms (e.g., social media platforms) and therefore accepts no liability for such matters. In particular, ad campaigns, ads, or accounts may be suspended or deleted temporarily or permanently without reason or notice. The Provider’s right to payment remains unaffected by such actions.

9.1 Early termination of fixed-term contracts is excluded. Cancellations or other forms of contract dissolution are not permitted unless otherwise legally required.

9.2 The statutory right to extraordinary termination remains unaffected. The Provider may terminate the agreement without notice and suspend services if the Client is in default with at least two payments in the case of installment or term-based contracts. In such cases, the Provider may claim the full remaining balance due under the contract as damages.

9.3 Ordinary termination rights during the agreed contract term are excluded.

10.1 All documents, worksheets, websites, graphics, software, photographs, media, and other deliverables created or provided by the Provider for the purpose of delivering the agreed services remain the intellectual property of the Provider. The Client acknowledges the Provider’s exclusive rights to such deliverables, regardless of whether they are protected by copyright, trademark, or competition law.

10.2 The Client may use the provided materials solely for the purposes agreed in the contract and only within the defined scope of services, both during and after the contract period. The usage right is non-exclusive and shall only take effect upon full payment of the agreed fees (i.e., with the final installment, if applicable). The Client is not permitted to modify the Provider’s deliverables and subsequently exploit them.

10.3 The transfer of these materials to third parties requires the prior written consent of the Provider, unless such transfer is already explicitly covered by the scope of the contract.

11.1 The Provider is entitled to assume that all information provided by the Client and all documents handed over are complete and accurate. Unless otherwise expressly agreed, the Provider is not obligated to verify the accuracy of such information.

11.2 The Client warrants that all materials provided to the Provider (e.g., photos, text) are free of third-party rights or that such rights have been properly cleared. The Client shall indemnify and hold the Provider harmless from any third-party claims, including related costs.

11.3 After fulfillment of its contractual claims, the Provider shall return all documents received from or for the Client upon request. This does not apply to correspondence between the Provider and the Client or to documents that the Client already possesses in original or duplicate form. The Provider is entitled to make and retain copies of any documents returned to the Client.

11.4 After termination of the agreement, both parties have the right to either return or destroy any materials received from the other party. In the case of original documents, the other party’s consent must be obtained prior to destruction.

11.5 There is no obligation to retain materials unless required by law.

11.6 Statutory obligations related to data protection remain unaffected.

12.1 Both parties shall maintain strict confidentiality regarding all information acquired in the course of the contractual relationship, unless released from this obligation by the other party.

12.2 If the Client participates in meetings or video conferences with the Provider or other clients (online or offline), they are obliged to maintain confidentiality regarding all content discussed. Disclosure to third parties is prohibited. This obligation explicitly does not apply to Peer Group Advisory Calls, in which multiple clients may participate simultaneously. However, each participant in such sessions has agreed in advance to maintain full confidentiality with respect to all content shared during the call.

12.3 The Provider may name the Client as a reference and use the Client’s name and logo/brand in marketing materials. The Provider may also refer to the collaboration in image, sound, or written form for its own marketing purposes, including after the contract has ended.

12.4 The obligation of confidentiality does not apply in dealings with the Client’s financing banks.

12.5 Both parties commit to respectful and appreciative conduct toward each other. Any public or third-party communication about the other party must be respectful. The Provider reserves the right to pursue legal action against unlawful, defamatory, or baseless statements, including false claims and slander, whether made by the Client or third parties.

13.1 The Client agrees that all elements of service delivery shall take place at the Provider’s location and that workshops, meetings, and coordination sessions defined in the service scope will be conducted remotely via video conferencing. The Client has no entitlement to on-site presence of the Provider.

13.2 The Client agrees that communication between the Provider and the Client may also be conducted via email, chat messenger, or direct messaging platforms.

13.3 The Provider is entitled to send invoices to the Client in electronic form. The Client expressly agrees to receive invoices electronically.

14.1 In the event of disputes arising from this contract that cannot be resolved amicably, both parties agree to initiate out-of-court conflict resolution with a certified commercial mediator (registered under the Austrian Civil Mediation Act) selected from the official list of mediators maintained by the Federal Ministry of Justice. If the parties cannot agree on a mediator or resolve the dispute within one month of mediation efforts failing, legal proceedings may be initiated.

14.2 In the event that mediation fails or is not initiated, Austrian law shall apply in any subsequent legal proceedings.

14.3 All necessary expenses incurred prior to any court or arbitration proceedings—including legal fees for external advisors consulted during mediation—may be claimed as “pre-litigation costs” in court, subject to agreement.

15.1 The language of the contract is English. In case of discrepancies between translations, the English version of this contract shall prevail.

15.2 Austrian law shall apply to all contractual agreements between the Provider and the Client. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The place of performance is the Provider’s registered business address. The exclusive place of jurisdiction for all disputes arising from this contract is the Provider’s place of business.

15.3 Both parties confirm that all statements made in this agreement are truthful and complete to the best of their knowledge and agree to promptly inform each other of any changes.

Effective as of: February 26, 2024