General Terms and Conditions

NEXORA Unternehmensberatung GmbH (hereinafter "Contractor" or "NEXORA") operates as a management consultancy pursuant to § 94 no. 74 of the Austrian Trade, Commerce and Industry Regulation Act (GewO 1994).

These General Terms and Conditions (GTC) govern the legal relationship between NEXORA and its clients in connection with the provision of management consulting services and related activities.

1. Scope and Contractual Basis

1.1 These GTC apply to all current and future transactions between NEXORA and its clients, unless expressly agreed otherwise in writing.

1.2 The version in force at the time of contract conclusion shall apply.

1.3 These GTC also apply to future contractual relationships, framework agreements and ancillary contracts.

1.4 Client's conflicting GTC shall not be recognised unless NEXORA has expressly agreed to them in writing.

1.5 Individual written agreements take precedence. Order of precedence: (1) project contract, (2) order confirmation, (3) these GTC.

1.6 Invalid provisions shall not affect the validity of the remaining provisions.

2. Contract Conclusion and Offers

2.1 NEXORA's offers are non-binding. A contract is concluded by written order confirmation or by commencement of service delivery.

2.2 Contracts may also be concluded by email or electronic signature.

2.3 By placing an order the client agrees to these GTC.

2.4 Amendments and supplements require written form (email suffices).

3. Subject Matter and Scope of Services

The specific scope of services is agreed in each case and recorded in the order confirmation or project contract.

3.2 Nature of Consulting Services

NEXORA provides management consulting services pursuant to § 94 no. 74 GewO 1994, including strategic management, business advisory, financial and accounting management, human resources, and compliance consulting.

3.3 Demarcation from Regulated Activities

NEXORA does not provide legal advice (within the meaning of the Austrian Bar Code), tax advice (within the meaning of the WTBG) or auditing services. Such services, where required, are provided or coordinated by appropriately licensed partner firms.

3.4 Advisory Services Subject to Due Care Obligation

NEXORA is obligated to exercise professional due care in providing consulting services. NEXORA does not guarantee any specific economic outcome.

3.5 Use of Subcontractors

NEXORA is entitled to engage qualified subcontractors or cooperation partners. Responsibility towards the client remains with NEXORA.

4. Client's Cooperation Obligations

The client undertakes to provide NEXORA with all information, documents and data necessary for the engagement in a complete, accurate and timely manner.

4.1 Information and Documentation Obligation

All relevant information must be provided completely and accurately. Changes in economic or legal circumstances must be communicated without delay.

4.2 Access and Contact Person

The client ensures access to relevant systems, premises and contact persons, and designates a competent contact person for queries.

4.3–4.5 Further Cooperation Obligations

The client ensures a productive working environment, informs NEXORA of concurrent consulting engagements, and provides timely feedback on submitted documents.

4.6 Consequences of Non-Cooperation

If the client fails to meet its cooperation obligations, NEXORA may suspend service delivery. Additional costs and delays resulting from such failure shall be borne by the client.

5. Project Organisation, Deadlines and Changes

5.1 Project Planning and Milestones

NEXORA prepares, where agreed, a project plan as a framework. It may be adjusted if the scope of services changes or the client delays cooperation.

5.2 Performance Periods and Default

Agreed deadlines are only binding if expressly designated as "fixed deadlines" in writing. Force majeure releases both parties from their obligations for the duration of the impediment.

5.3 Changes to Scope of Services

Changes (change requests) require written agreement and may result in adjustments to fees and timelines.

6. Fees, Prices and Payment Terms

6.1 Fee Models

Remuneration may be agreed as hourly fee, fixed fee, project fee or monthly retainer.

6.2 All fees are exclusive of applicable statutory VAT (currently 20% in Austria) unless expressly stated otherwise.

6.3 Out-of-pocket expenses, travel costs and project-related expenditure shall be reimbursed by the client and will be itemised separately.

6.4 Invoices are payable within 14 days of the invoice date without deduction, unless otherwise agreed.

6.5 In the event of default, NEXORA is entitled to charge default interest at 9.2 percentage points above the applicable base rate.

6.6 If performance is prevented by the client, NEXORA retains its claim to the agreed fee less saved expenses.

6.7 Set-off is only permitted against undisputed or legally established claims.

7. Reporting and Documentation

7.1 NEXORA reports to the client on project progress at appropriate intervals.

7.2 Upon completion, the client receives a final report in the agreed form.

7.3 Verbal statements by NEXORA are non-binding unless confirmed in writing.

8. Intellectual Property and Rights of Use

8.1 All works and results created by NEXORA are protected by copyright and remain the property of NEXORA, unless otherwise agreed.

8.2 Upon full payment, the client receives a simple, non-transferable right of use for the agreed purpose.

8.3 Transfer to third parties is permitted where a legitimate interest exists and confidentiality is maintained.

8.4 NEXORA may use insights gained in fully anonymised form for internal training and methodology development.

8.5 In the event of a breach, NEXORA is entitled to claim damages and injunctive relief.

9. Warranty and Liability

9.1 NEXORA shall remedy identified defects. The client must notify NEXORA of defects in writing without undue delay.

9.2 Claims for rescission and price reduction are excluded to the extent permitted by law.

9.3 NEXORA is only liable for damages (excluding personal injury) in cases of gross negligence or intent. Liability for slight negligence is excluded.

9.4 Liability is limited to three times the net invoice value of the respective engagement, and in any event not exceeding the coverage of NEXORA's professional liability insurance.

9.5 Exceptions: wilful misconduct, gross negligence, personal injury.

9.6 Claims for damages become time-barred six months after knowledge of the damage and the responsible party, but no later than three years after the relevant service was provided.

9.7 The client bears the burden of proof that damage is attributable to a fault on the part of NEXORA.

10. Data Protection, Confidentiality and Information Security

10.1 NEXORA undertakes to comply with all applicable data protection regulations (GDPR, DSG).

10.2 Where NEXORA processes personal data on behalf of the client, a data processing agreement pursuant to Art. 28 GDPR will be concluded.

10.3 NEXORA and engaged third parties are bound to absolute confidentiality regarding all confidential information of the client. This obligation continues after termination of the contract.

10.4 NEXORA implements appropriate technical and organisational measures pursuant to Art. 32 GDPR.

10.5 NEXORA ensures that all employees and subcontractors are subject to equivalent confidentiality obligations.

10.6 Insights from an engagement may be used by NEXORA in fully anonymised form for internal training purposes.

10.7 Privacy Policy: nexora-consulting.at/en/privacy

11. Independence and Non-Solicitation

11.1 The parties undertake mutual loyalty and shall refrain from actions detrimental to the other party's interests.

11.2 The client undertakes not to solicit or employ NEXORA's employees or subcontractors, directly or indirectly, during the contract term and for 12 months thereafter, without prior written consent. A contractual penalty equal to six gross monthly salaries of the poached employee shall apply in the event of a breach.

12. Term, Termination and Cancellation

12.1 Individual engagements end upon completion of the agreed project. Framework agreements run for an agreed term or indefinitely.

12.2 Ordinary termination: 30 days' notice to month-end in writing, unless otherwise agreed.

12.3 Extraordinary termination for cause: in particular for material breach, payment default exceeding 30 days, or insolvency of either party.

12.4 Terminations require written form (email suffices).

12.5 If the client terminates for reasons within its own sphere, NEXORA retains its fee claim for services rendered plus reasonable compensation for lost services.

12.6 Cancellation Policy for Workshops, Training Sessions and Appointments

• Cancellation up to 14 days before the appointment: free of charge
• Cancellation 7–13 days before the appointment: 50% of the agreed fee
• Cancellation less than 7 days before the appointment or no-show: 100% of the agreed fee

One free rescheduling is possible provided notice is given at least 5 business days before the original appointment.

13. References and Public Relations

13.1 NEXORA may refer to the client as a reference customer in marketing materials, on its website or in proposals, subject to prior consent.

13.2 NEXORA may use completed projects in anonymised form for training purposes, case studies or as reference examples.

13.3 Named references or publication of project-specific details require prior express written consent.

14. Jurisdiction, Governing Law and Final Provisions

14.1 Austrian substantive law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and private international law conflict rules.

14.2 The courts of Vienna shall have exclusive jurisdiction for all disputes arising from or in connection with this agreement, to the extent permitted by law.

14.3 Severability: invalid provisions shall be replaced by the closest legally permissible provision that achieves the same economic purpose.

14.4 Amendments require written form (email suffices).

14.5 Contract language is German. In the event of discrepancies between language versions, the German version shall prevail.

14.6–14.7 In the event of conflicts, the order of precedence in clause 1.5 shall apply. Prior agreements are superseded by this contract.

15. Special Provisions for Consumers

Where the client is a consumer within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG), the mandatory provisions of the KSchG take precedence. Consumers may have a right of withdrawal pursuant to § 11 FAGG (Austrian Distance Selling Act) where contracts are concluded off-premises or at a distance. The withdrawal period is 14 days from contract conclusion.

Effective from: April 2026 · NEXORA Unternehmensberatung GmbH · Franz-Josefs-Kai 27/DG/9, 1010 Vienna · FN 663874 k · UID ATU82669239