General Terms and Conditions (GTC)

Company
NEXORA Unternehmensberatung GmbH

Registered office / address
Franz-Josefs-Kai 27/DG/9, 1010 Wien, Austria

Register
FN 663874 k · Handelsgericht Wien · GISA 38919244 · UID ATU82669239

Contact
office@nexora-consulting.at · https://nexora-consulting.at

PREAMBLE

NEXORA Unternehmensberatung GmbH (“NEXORA” or the “Contractor”) operates as a management consultancy including business organisation pursuant to § 94 no. 74 GewO 1994. These GTC govern the legal relationship between NEXORA and its clients in connection with management consulting and related coordination services. These GTC are intended exclusively for business clients (B2B). Consumer contracts are concluded only on the basis of separate contractual documents expressly confirmed for that purpose.

1. Scope and Contractual Basis

1.1 These GTC apply to all current and future business-related transactions between NEXORA and the Client unless individually agreed otherwise or mandatory law provides otherwise.

1.2 The version provided to the Client before contract conclusion and identified by version date in the Order Confirmation applies. The governing German version is available at https://nexora-consulting.at/de/agb. English and Ukrainian translations are provided for convenience only. NEXORA provides the applicable version to the Client before or, at the latest, upon contract conclusion in a form capable of being permanently stored; a mere subsequent reference is insufficient.

1.3 New versions of these GTC do not apply retroactively to existing individual engagements unless expressly agreed or required by mandatory law.

1.4 Conflicting or deviating terms of the Client do not become part of the contract unless NEXORA expressly accepts them in writing.

1.5 In case of conflict, the following order of precedence applies: (1) individually negotiated agreements or a project contract concluded by both parties, (2) the NEXORA Order Confirmation, (3) the NEXORA Commercial Proposal / offer, (4) these GTC. Individually negotiated terms prevail. Otherwise, more specific provisions prevail over general provisions.

1.6 If any provision is invalid or unenforceable, the remaining provisions remain unaffected. To the extent legally permissible, the applicable statutory rule shall apply in its place; contractual gaps shall be resolved in accordance with the commercial purpose of the contract and applicable law.

2. Contract Conclusion, Offers and Onboarding

2.1 Unless expressly stated to be binding, NEXORA Commercial Proposals and offers are non-binding and subject to confirmation. Any stated validity period—normally 30 days—means only that the stated commercial terms may form the basis of a Client instruction/order and a subsequent NEXORA Order Confirmation until that date; it neither creates a right to acceptance nor concludes a contract by itself. A Client instruction or order referring to a Commercial Proposal constitutes the Client’s offer to conclude the contract described therein.

2.2 On the basis of a Client instruction or order, a contract is concluded exclusively (i) by an Order Confirmation issued by NEXORA in text form (in particular by email), or (ii) by a project contract concluded by both parties. Mere transmission of a Commercial Proposal, preparatory onboarding or KYC actions, payment of an advance, or actual commencement of activity does not by itself conclude a contract unless NEXORA expressly confirms otherwise in text form.

2.3 After contract conclusion, NEXORA is obliged to commence operational services only once the KYC/onboarding documentation requested in the Order Confirmation has been provided in full, required compliance checks have been completed, and due advance payments have been received. Until then, the operational performance obligation is suspended and agreed timelines are extended reasonably.

2.4 If the identity, ownership, sanctions, compliance or conflict-of-interest checks required under clause 2.3 cannot be successfully completed, or if objectively reasonable legal, sanctions-related or compliance grounds prevent the commencement or continuation of the engagement, NEXORA may terminate the contract for good cause with immediate effect before material service delivery begins. Services properly performed and irrevocably incurred external costs remain payable. Any advance payment exceeding the amount earned will be refunded to the Client. Mandatory legal obligations and statutory restrictions on disclosure or information remain unaffected.

2.5 Side agreements, amendments and supplements require text form; email is sufficient unless the law or the individual engagement requires a stricter form.

3. Subject Matter, Professional Scope and Boundaries

3.1 The specific scope is set out in the offer / Commercial Proposal, Order Confirmation, project contract or other written statement of work.

3.2 NEXORA services include in particular strategy and business models, Austria/EU market entry, organisational and process design, management finance, restructuring, compliance and regulatory readiness, digitalisation and automation, M&A support, business valuation and operational project coordination.

3.3 Within the scope of its trade licence under §§ 29, 94 no. 74 and 136 GewO 1994, NEXORA may in particular incorporate business-related legal frameworks into its consulting and professionally represent the Client vis-à-vis third parties and before authorities and public-law bodies to the extent substantively covered by the specific management-consulting mandate and the scope of the trade licence.

3.4 NEXORA does not provide stand-alone comprehensive professional legal advice or party representation reserved to attorneys-at-law under § 8 RAO or to other professions regulated by law, and without a corresponding separate authorisation does not perform activities reserved in particular to notaries, tax advisers, statutory auditors, balance-sheet accountants/bookkeepers, chartered engineers or other regulated professions. Where such services are required, appropriately authorised independent professionals may be engaged directly by the Client.

3.5 Financing and investment matters are addressed only as management consulting. Credit intermediation, investment advice, securities, insurance or other regulated financial intermediation is provided only where a separate legal authorisation exists and this is expressly agreed.

3.6 NEXORA owes diligent consulting and coordination, not a particular economic, regulatory, tax, banking or authority outcome. Decisions of authorities, banks, courts, notaries, tax advisers and other independent bodies are outside NEXORA’s control.

3.7 NEXORA subcontractors

NEXORA may use qualified employees, freelancers or subcontractors for its own non-reserved service components. Where they are engaged by NEXORA in NEXORA’s own name, no direct contractual relationship normally arises between the Client and the subcontractor. NEXORA remains responsible for its own contractual performance in accordance with these GTC.

3.8 Independent licensed professionals engaged directly by the Client

Attorneys-at-law, notaries, tax advisers, statutory auditors, bookkeeping/payroll providers, chartered engineers, architects and other independent professionals may be recommended, briefed or coordinated by NEXORA. Where they are engaged directly by the Client, they are not NEXORA subcontractors. A separate contractual relationship exists between the Client and the professional, who remains responsible for the reserved/professional service and normally invoices the Client directly unless expressly agreed otherwise.

3.9 Digital and AI-assisted working methods

NEXORA may use suitable digital and AI-assisted tools to support analysis, documentation, research, process design and quality assurance. When external AI systems are used, confidential or personal data are processed only where a legal basis and appropriate contractual, technical and organisational safeguards exist. Material outputs are subject to risk-appropriate human review. The use of AI neither expands the agreed scope of services nor professional authorisations and does not affect NEXORA’s responsibility for its own services.

4. Client Cooperation Obligations

4.1 The Client provides all information, documents, data, powers of attorney and access required for the engagement completely, accurately, currently and on time and promptly informs NEXORA of changes.

4.2 NEXORA may generally rely on the accuracy and completeness of information provided by the Client or its advisers unless the inaccuracy is obvious.

4.3 The Client appoints decision-capable contacts and ensures timely approvals, feedback and decisions.

4.4 The Client informs NEXORA of parallel consulting work, proceedings, permits or circumstances that may affect the engagement.

4.5 Where personal data or third-party information is provided, the Client ensures that its transfer and use for the project is lawful.

4.6 If cooperation is missing or delayed, NEXORA may suspend services. Delays and reasonable additional costs caused by the Client are borne by the Client, and agreed timelines are extended accordingly.

5. Project Organisation, Timelines, Authorities and Changes

5.1 Project plans, milestones and timing indications are management frameworks. A deadline is binding only where expressly designated in writing as a fixed deadline.

5.2 Processing times of authorities, courts, banks, notaries, tax advisers, registries, translators and other third parties are not service deadlines guaranteed by NEXORA.

5.3 Force majeure and other events beyond the affected party’s reasonable control extend timelines to a reasonable extent. The affected party informs the other party without undue delay.

5.4 Changes or extensions to the agreed scope (Change Requests) require written confirmation. Where possible, NEXORA informs the Client before implementation of the impact on fees, timelines and resources.

5.5 Additional authority procedures, appeals, contested proceedings, qualification-recognition procedures, technical permit projects or other out-of-scope services are performed only after separate instruction.

6. Fees, VAT, Expenses and Payment

6.1 Fees are set out in the relevant offer, Commercial Proposal, Order Confirmation or separate fee agreement. Permitted models include fixed, project, hourly/daily and retainer fees.

6.2 All fees are net plus any VAT due under the applicable VAT rules. For cross-border B2B services, the place of supply and tax liability may in particular be determined under § 3a UStG and the applicable EU and national rules. Where reverse charge applies, NEXORA invoices in accordance with the statutory invoicing requirements. The Client shall provide accurate and current VAT-ID, establishment/residence and recipient information required for the tax treatment.

6.3 Out-of-pocket expenses, travel costs, authority fees and agreed external expenses are reimbursed in addition to fees unless expressly included in a fixed fee. Material third-party costs are, where practicable, agreed in advance.

6.4 NEXORA may require advances, deposits and interim invoices. Unless individually agreed otherwise, invoices are due within 14 days from invoice date without deduction. Electronic invoicing is permitted.

6.5 For late payment by a business Client, statutory default interest under § 456 UGB applies (currently 9.2 percentage points above the relevant base rate where the statutory conditions are met). NEXORA may also claim the statutory lump sum for recovery costs under § 458 UGB and additional necessary recovery costs where legally recoverable.

6.6 If performance of a confirmed engagement does not take place for reasons on the Client’s side while NEXORA was ready to perform, or NEXORA terminates for good cause attributable to the Client, the agreed fee remains payable in accordance with § 1168 ABGB less saved expenses and other earnings that must be credited. In B2B engagements, it is rebuttably presumed that saved expenses for unperformed services amount to 30% of the corresponding fee. Either party may prove higher or lower saved expenses, other earnings to be credited, or other earnings intentionally not obtained that must be credited under applicable law.

6.7 If due advances or interim invoices remain unpaid, NEXORA may suspend further services until full payment without giving rise to delay claims caused by the Client.

6.8 Set-off by the Client is permitted only with undisputed or finally adjudicated counterclaims.

7. Reports, Documentation and Intended Use

7.1 NEXORA reports according to project progress in the agreed format.

7.2 Following project completion, agreed deliverables are provided within a reasonable period and generally electronically.

7.3 Oral interim information is part of project communication. Final results are those written deliverables expressly marked as final.

7.4 Deliverables are prepared based on the agreed assignment and information available at the relevant date. Changes in law, market conditions, authority practice or facts after that date do not create an update obligation without a separate engagement.

7.5 Third parties may rely on NEXORA deliverables only where NEXORA expressly confirms this in writing. Permitted onward disclosure under section 8 does not itself create liability to the recipient.

8. Intellectual Property and Rights of Use

8.1 Copyright, methods, models, templates, tools, know-how and pre-existing NEXORA materials remain with NEXORA or the relevant rights holders.

8.2 Upon full payment, the Client receives a simple, non-exclusive right to use deliverables created specifically for the Client for the agreed business purpose.

8.3 The Client may disclose deliverables as reasonably required to group companies, banks, investors, authorities and professional advisers where this serves the project, review, financing, governance, transaction or authority purpose and confidentiality and NEXORA rights are preserved. Such permitted disclosure creates neither a sublicense nor liability of NEXORA to the recipient; the recipient may rely on the deliverables only where NEXORA expressly confirms this in writing.

8.4 Any broader publication, paid onward transfer, sublicensing, resale as the Client’s own consulting product or material adaptation for commercial onward use requires NEXORA’s prior written consent.

8.5 NEXORA may reuse general methods, experience and non-identifiable learnings from projects provided no Client confidential information or personal data is disclosed.

9. Warranty

9.1 Within its responsibility, NEXORA will remedy known defects or inaccuracies in the agreed consulting service within a reasonable period in accordance with applicable warranty law.

9.2 In business-to-business transactions, the warranty period is six months from performance of the respective separable service to the extent legally permissible. Mandatory statutory periods remain unaffected.

9.3 The Client shall notify apparent defects in text form without undue delay. Before secondary warranty remedies are asserted, NEXORA shall be given a reasonable opportunity to cure to the extent permitted and reasonable under applicable law. Otherwise, the statutory warranty remedies apply.

9.4 Services of independent professionals engaged directly by the Client are governed exclusively by their own contractual and warranty arrangements.

10. Liability and Damages

10.1 NEXORA has unlimited liability for intent, personal injury and cases of mandatory statutory liability.

10.2 NEXORA is liable for gross negligence in accordance with the statutory rules.

10.3 In cases of ordinary negligence, NEXORA is liable only for breach of essential contractual duties whose performance is necessary for proper execution of the relevant engagement and on whose observance the Client may regularly rely. In such case, liability is limited to the direct loss that was foreseeable and typical for the contract at the time of contract conclusion.

10.4 To the extent legally permissible, liability in cases of ordinary negligence for lost profit, indirect or consequential loss and pure loss of opportunity is excluded unless such loss itself constitutes the foreseeable, contract-typical direct loss arising from breach of an essential contractual duty under section 10.3.

10.5 NEXORA is not liable for the professional accuracy or contractual performance of independent attorneys-at-law, notaries, tax advisers, statutory auditors, bookkeeping/payroll providers, banks, insurers, chartered engineers, architects or other professionals engaged directly by the Client. NEXORA remains liable under the general rules for its own selection, information or coordination duties to the extent it has assumed such duties.

10.6 In B2B transactions, damages claims must, to the extent legally permissible, be brought in court within twelve months from knowledge of the damage and the damaging party, and in any event within three years from the event giving rise to the claim. Mandatory longer periods remain unaffected.

10.7 The statutory allocation of the burden of proof, including § 1298 ABGB, remains unaffected. Individually negotiated liability limitations in an Order Confirmation or project contract prevail over these GTC to the extent they are effective.

11. Data Protection, Confidentiality and Information Security

11.1 NEXORA complies with applicable data-protection law, in particular the GDPR and Austrian DSG.

11.2 Where NEXORA processes personal data as a processor within the meaning of Article 28 GDPR, the parties shall enter into an agreement pursuant to Article 28(3) GDPR (data processing agreement / DPA / AVV) before the relevant processing begins.

11.3 NEXORA keeps confidential business information, trade and business secrets and project-specific information confidential. The obligation continues after termination. Statutory disclosure, information and testimony duties remain unaffected.

11.4 Employees, freelancers and subcontractors engaged by NEXORA are bound by confidentiality and data-protection obligations in accordance with applicable legal requirements. Statutory confidentiality and data-secrecy obligations remain unaffected.

11.5 NEXORA applies appropriate technical and organisational measures in accordance with Article 32 GDPR and the relevant risk profile.

11.6 The Client shall notify NEXORA in writing before transfer of data of any special confidentiality, secrecy, data-localisation or IT-security requirements.

11.7 NEXORA’s privacy notice is available at https://nexora-consulting.at/en/privacy.

12. Independence and Non-Solicitation

12.1 The parties undertake mutual loyalty and preservation of professional independence.

12.2 During the engagement and for twelve months after termination, the Client will not actively and specifically solicit or directly engage in circumvention of NEXORA for equivalent services any NEXORA employees or freelancers who materially worked on the specific engagement and became known to the Client exclusively or materially through that engagement.

12.3 This restriction does not apply to general non-targeted job advertisements, unsolicited applications, relationships existing before the project or independent professionals who are intended to be engaged directly by the Client.

12.4 In case of a culpable breach, NEXORA’s statutory remedies remain available. A contractual penalty applies only where expressly agreed in writing for the individual engagement.

13. Term, Termination and Appointment Cancellation

13.1 Individual engagements end upon full performance of the agreed scope unless otherwise agreed. Framework and retainer agreements have the individually agreed term.

13.2 Indefinite framework or retainer agreements may, unless otherwise agreed, be terminated by either party on 30 days’ notice to month-end in writing.

13.3 Either party may terminate for good cause without notice. Good cause includes in particular a material breach not remedied within a reasonable cure period, substantial payment default, persistent breach of cooperation obligations or circumstances where continuation would violate mandatory law, sanctions or binding professional obligations.

13.4 Termination requires text form; email is sufficient.

13.5 Compensation on termination is determined by services performed, binding project-related third-party costs and, where applicable, section 6.6.

13.6 For B2B transactions, unless the Commercial Proposal or Order Confirmation provides otherwise, the following applies to scheduled workshops, trainings, onsite appointments or comparable time-specific services: cancellation at least 14 calendar days before the appointment is free; 7–13 calendar days before, up to 50%; less than 7 calendar days before or no-show, up to 100% of the agreed fee for that appointment. One free rescheduling is available subject to capacity if notified at least five business days in advance. NEXORA credits saved expenses and any alternative use of the reserved time slot; the Client may prove that no loss or a materially lower loss occurred. These percentages are the maximum fee-loss amounts; non-refundable third-party and travel costs already incurred remain payable in addition.

14. References and Publicity

14.1 The Client’s name, logo or identifiable project details are used publicly only with the Client’s prior express consent.

14.2 NEXORA may use projects in fully anonymised and non-identifiable form for internal quality assurance, training, research and general best-practice descriptions.

15. Applicable Law, Jurisdiction, Language and Final Provisions

15.1 For B2B transactions, the substantive law of the Republic of Austria applies, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG), to the extent mandatory law, including directly applicable EU law, does not provide otherwise.

15.2 Place of performance is Vienna. For all disputes arising out of or in connection with B2B transactions, the competent court in Vienna shall have exclusive jurisdiction to the extent effectively agreed. In cross-border EU matters, this provision is intended to constitute an agreement conferring jurisdiction within the meaning of Article 25 of Regulation (EU) No 1215/2012.

15.3 The contractual language is German. The English and Ukrainian versions are convenience translations intended to remain synchronised with the German version. In case of conflict, the German version prevails unless an individually negotiated agreement expressly provides otherwise. Mandatory information and transparency requirements remain unaffected.

15.4 Contract amendments and supplements require text form unless mandatory law requires a stricter form. Email is sufficient.

15.5 The order of precedence is governed by section 1.5. Earlier statements are superseded only to the extent they conflict with the confirmed contractual documentation.

16. Exclusive B2B Application

16.1 These GTC are intended exclusively for business clients. NEXORA does not conclude consumer contracts on the basis of these GTC.

16.2 A contract with a person who is a consumer in the specific transaction is concluded only where NEXORA expressly confirms it as a consumer contract in the Order Confirmation and provides the required separate contractual and consumer information. In that case, these GTC do not apply unless NEXORA expressly incorporates a version adapted for consumer use.

16.3 A statement by a customer that it is acting as a business does not alter any statutory consumer status. NEXORA may request appropriate information on the business purpose and business status for classification.

16.4 For any consumer contract, legally required information on withdrawal rights under the FAGG, any applicable model withdrawal form, and declarations concerning early commencement of services are provided separately in the version legally applicable at the time.

16.5 The B2B-specific provisions of these GTC, in particular on warranty, liability, burden of proof, set-off, cancellation and jurisdiction, are not intended as consumer terms.

EFFECTIVE FROM: 3 SEPTEMBER 2026

Governing German online version: https://nexora-consulting.at/de/agb

English version: https://nexora-consulting.at/en/terms