Terms & Conditions
General Standard Terms and Conditions of the Austrian National Tourist Office
(as of 16.04.2015)
The Austrian National Tourist Office (hereinafter referred to as “ÖW”) principally only accepts contracts on the basis of the following terms and conditions. The contractual partners and/or Principal hereby expressly acknowledge that they have agreed to these legally binding terms and conditions, so that these shall constitute the subject matter of the contract. Any reference by the Principal to its own “General Terms and Conditions” shall not lead to its validity, if this has not been expressly agreed upon in writing. Any amendments or modifications to the following terms and conditions must be made in writing and by mutual agreement, whereby the unamended terms and conditions shall remain an integral part of the contract.
The nullity or invalidity of a part of the General Terms and Conditions shall not affect the validity or effectiveness of the remaining parts. Void or invalid provisions shall be replaced by valid provisions, which most closely reflect the commercial intent of the original provisions.
2. Placement of an order
Every contractual offer directed at the Contractor shall only become binding on the latter following the issuance of a written acceptance of the offer by the competent bodies of the Contractor. Any amendments to the order following an acceptance of the order shall require a written confirmation of the Contractor in order to be valid.
The Contractor reserves the right to reject orders, at its own discretion. Reasons for rejecting orders may, for example, include the following: (i) the order is contrary to the commercial or ethical interests of the Contractor, as set forth in the Contractor’s articles of incorporation, (ii) immoral or illegal orders, (iii) orders from companies who have not yet fully settled outstanding receivables owed to the Contractor and/or whose financial solvency and willingness is questionable based on other objective grounds, or, however, there has been a violation of the provisions of the Media Cooperation and Funding – Transparency Act (Medienkooperations- und förderungs-Transparenzgesetzes (MedKF-TG)) and the Principal has failed to undertake necessary modifications, despite having been requested to do so by the Contractor.
3. Invoicing and Terms of Payment
All prices of the Contractors are listed in euros and are exclusive of value added tax.
The invoices of the Contractor shall become payable within 30 days from the date of the invoice, free of expenses and without any deductions, and in a manner which allows the Contractor to have the invoiced amounts at its disposal at the latest by this date.
In case of a delay in payment, the Contractor shall be entitled to claim interest for late payment, amounting to 9,2 percentage points above Euribor for each outstanding amount, unless the Principal proves that it is not responsible for the delay; in this case the interest for late payment amounts to 4 percentage points. In any case and independent from any negligence the contractor is in case of a delay in payment entitled to demand a reimbursement of any actual, necessary and appropriate dunning and collection costs incurred on him, as well as lawyer’s fees pursuant to the Austrian Law of Legal Tariffs (Rechtsanwaltstarifgesetz). If the Contractor carries out the dunning process itself, he is entitled to invoice an amount of EUR 10.90 for each dunning letter sent and an amount of EUR 3.70, on a quarterly basis, but in any case a lump sum of EUR 40. The right to claim for possible additional damages caused by the delay is reserved.
In case of advance payments, which are payable to third parties by the Contractor, the Principal shall, following a submission of the invoices, be obliged to provide corresponding payments on account. Only following the receipt of such payments on account shall the Contractor be obliged to provide advance payments to third parties.
4. Participation of the Principal
The Principal shall support the Contractor in the provision of services, particularly with respect to the observance of binding deadlines and time limits. In so far as this is required for the provision of services, the Principal shall contribute within its framework, and shall provide the relevant information and data. The Principal shall designate a competent contact person, who shall be responsible for communication between the Contractor and the Principal. On the basis of a reasoned request from the Contractor, a new contact person shall be nominated.
5. Withdrawal from the contract – cancellation fees
Withdrawal from the contract may only be in writing. If the withdrawal takes place until 60 calendar days before the date of the commencement of the provision of services the cancellation fees amount to 25 percentage points of the agreed remuneration, until 30 days before the date of provision of services 50 percentage points of the agreed remuneration. In case of a later withdrawal the entire remuneration becomes due.
Should the Contractor fail to comply with the agreed date of service, the Principal shall grant the Contractor a reasonable extension, amounting to at least 2 weeks, without giving rising to any claims of whatever kind for the Principal, unless the delay has been brought about due to gross negligence or a willful intent on part of the Contractor. This period shall commence with the receipt by the Contractor of a registered dunning letter, which complies with the aforementioned requirement (extension).
Delays due to circumstances, which are outside of the Contractor’s influence, such as, in particular, acts of God and similar events which cannot be foreseen by the Contractor, such as operational disturbances, traffic disruptions, fire, strikes, lock-outs and official measures, shall extend the term of performance by the deferral period contingent on the respective event. The occurrence of such events within the sphere of the subcontractors and other third parties with whom the Contractor has an ongoing business relationship shall also be deemed
as falling within such unforeseeable circumstances. Such delays shall not give rise to any claims of whatever kind, on part of the Principal against the Contractor.
7. Assignment of orders
The Contractor shall be entitled to assign the order or parts thereof to third parties, in so far as this does not impinge upon the legitimate interests of the Principal. The Principal shall inform the Contractor of any such interests prior to placing the order. In case of an assignment of significant part of the order, it shall inform the Principal of the intended assignment. Parts of the order are deemed significant in this sense if they exceed at least half of the entire order in value, whereby the total order value shall amount to a minimum of EUR 7,267, in order to trigger to the duty to warn. This information requirement also exists with respect to those part of the order, which were expressly described as significant by the Principal at the time of the placement of the order.
8. Defective performance of the contract
The Contractor guarantees the proper performance of the contract. The guarantee period shall amount to 6 months, from the performance of the order. For overall orders the guarantee period for parts of the order, commences following the rendering of the respective partial performance.
In case of improper performance of the order (non-performance, faulty performance), the Contractor may choose between rectifying the defect or having it rectified or granting an appropriate reduction in price or offering a replacement as a means of remedying the defect. The Principal shall notify the Contractor in writing and without delay of any defects in the contract execution, which become apparent, at the latest within two weeks following the provision of the service, specifying the individual defects, failing which any guarantee claim shall be forfeited.
9. Damages and Product Liability
With respect to working basis made available by the Principal to the Contractor, the former shall guarantee that this is free from any third party rights and that the Principal indemnifies and holds harmless the Contractor from and against any third party claims.
Furthermore, the Contractor shall not assume any responsibility with respect to the admissibility of advertising campaigns, in so far as the content thereof has been devised or developed in any other way by the Principal. The Principal shall rather itself be responsible for verifying the statutory requirements or having it verified. Should the illegality of an advertising campaign, which has been created or developed by the Principal in some other manner, give rise to claims against the Contractor, the Principle shall be obliged to indemnify and hold the Contractor harmless thereof.
If the Contractor notices a violation of statutory provisions, it can, at any time, demand that changes and additions be made to the order. Should the Principal refuse to implement a necessary amendment in accordance with the statutory provisions, the Principal shall bear the risk of non-performance. The Principal shall not be entitled to any warranty claims or damages, it shall however be liable to pay the agreed remuneration.
In all cases concerning damages, the Contractor’s liability for loss of earnings, for consequential damages and third party claims, as well as slight negligence shall, insofar as this is permitted by law, be excluded.
10. Ownership and rights of use
The Principal shall be granted solely a non-exclusive right of use over all documents, materials, ideas, as well as other services, made available to it, for the purpose and to the extend specified in the contract. An assignment of such rights to third parties is not permitted and should the Principal violate this provision, it shall be liable to pay a contractual penalty, irrespective of fault, amounting to 50% of the net order value (excl. VAT); this is without prejudice to further claims of the Contractor. Any changes to the services rendered shall require the Contractor’s consent, as well as the additional consent of the authorized copyright owner.
All rights to inventions and other industrial property rights in works and inventions of its employees, which arise in the course of the provision of service, shall belong to the Contractor.
The Contractor shall be entitled to point out its trademark ownership with respect to all services it provides, without this giving rise to any claims whatsoever for the Principal.
Both contracting parties shall be prohibited from using any trade and business secrets, as well as information, regarding the type, scope of business and practical activities of the other contracting party, they may have received from their respective counterpart – even if by chance – either themselves or from disclosing this to third parties, both during and even after the signing of the contract.
14. Proprietary rights
The acquisition of the industrial property rights (design, trade mark, patent, utility model right as well as copyright) shall be deemed compensated for with the agreed remuneration, insofar as this acquisition is necessary for the contractually compliant use by the Principal. With respect to those working basis, which have been made available to the Contractor by the Principal, the latter guarantees that this is free from any third party rights and that the Principal indemnifies and holds harmless the Contractor from and against any third party claims.
With respect to all documents, materials, ideas and other services, placed at the disposal of the Contractor by the Principal for the purpose of the fulfillment of the contract, the Contractor shall merely retain a non-exclusive right of use for the purpose, and within the scope, stipulated by the contract. A transfer to any third party by the Contractor shall not be permitted. A transfer, within the scope of a sub-contract shall however be permissible pursuant to clause 6.
An assignment of the Principal’s claims against the Contractor, resulting from the contract, shall only permissible with the express written consent of the Contractor.
Set-offs against the Contractor’s claims or an assertion of a right of retention by the Principal shall only be permissible if the claims or the Principal’s right are/is beyond dispute or have/has been deemed legally valid by a court of law.
17. Place of Performance and Jurisdiction
The parties agree that Vienna shall be the place of payment and performance, provided that nothing else can be expressly derived from the order.
The contracting parties hereby agree that the respective competent court within the jurisdictional district of the First District of Vienna, shall have exclusive jurisdiction over any disputes arising from or in connection with the contract.
18. Choice of Law
The contract as well as any disputes regarding the valid conclusion of the contract shall be exclusively governed by Austrian law, to the exclusion of the reference norms of the Austrian Private International Law Act (IPRG) and the UN Convention on the International Sale and Purchase of Goods (CISG).
This web site of Österreich Werbung has been set up as an open internet portal for the promotion and development of Austrian tourism. As a pure service and information platform, this site also includes links to web sites of third parties, whose contents cannot be controlled by Österreich Werbung. With the judicial ruling of 19.12.2000 (4 Ob 274/00y – Liability for Links on Websites) the Austrian Supreme Court decided that a web site operator must consider the contents of an external web site as its own and is liable for them in so far as it adopts the contents as its own. We expressly point out that Österreich Werbung bears no responsibility for these web sites and the content therein. The setting of links on the web site of Österreich Werbung is purely a service and intends to provide the user of this web site with an overview, in assembled form, of the tourism-related web sites that are available in Austria. Österreich Werbung does not adopt the contents of these web sites as its own. The access to the content of external web sites is effected at own risk and responsibility.
Users should take note that contents will also be posted on the web site for which Österreich Werbung’s partners in contract are exclusively responsible.
Österreich Werbung – similar to a bookstore or a newspaper stand – does not have the means of controlling these contents. The information, opinions, tips, statements, services, offers, etc that are expressed in these contents, are the sole responsibility of the respective partners in contract. Under no circumstances is Österreich Werbung responsible for these contents. Österreich Werbung does not endorse or guarantee the contents of these links and bears no liability whatsoever for any damages in relation to these.
In the case that you as user notice that a link refers to legally problematic content, we kindly ask you to inform Österreich Werbung about this link by e-mail firstname.lastname@example.org so that the link can be removed as soon as possible.