General Terms and Conditions

iptv – agency e.U.

1. Validity

1.1. Services of the iptv-agency e.U. represented by Mr. G.Á. Molnár, Mag. (contractor) are rendered only on the basis of these terms and conditions, the contractual agreement and the relevant legal provisions. These terms and conditions shall also be valid for any future contracts without explicit further reference to them.

1.2. Modifications to these terms and conditions whether subsidiary agreements, reservations, alternations or amendments do not attain legal validity unless approved to in writing by the contractor; this also applies to the dismissal of provision requiring written form.

1.3. Provisions indicated by the client conflicting with or diverging from the here set terms and conditions, even when known to the contractor, will only have validity if the contractor acknowledges them explicitly and in written form.

1.4. The client takes notice of the fact that the contractor acts on behalf of the client and for a third party. By taking up a neutral position, the dual function of the contractor will put neither the interests of the client nor those of the third party at a disadvantage. This safeguarding of interests covers the professional advice on and clarification of facts corresponding to the needs of the client in relation to the procurement.

2. Contract conclusion

2.1. The contractor acts as an intermediary between the client and a third party. The aim of this conciliatory function is to conclude a contract of procurement between the client and the third party concerning an object of procurement. This object of procurement is defined separately in the contract of procurement.

2.2. The contract of procurement is being brought about by acceptance of the contract by the contractor. The acceptance has to be made in writing unless the contractor shows doubtless signs of accepting it (e.g. by actively working on grounds of the contract).

3. Payment

3.1. Unless otherwise stated, payment terms are ten calendar days from date of invoice. If payment is not received by the due date the contractor will delegate the claim management directly to a debt collecting agency of his choice without further payment reminders.

3.2. If the contractor retains a collection agency and/or lawyer to collect overdue amounts, all collection costs, including lawyer's fees, are payable by the client.

4. Liability

4.1. Pursuant to statutory provisions the contractor is liable only for damages resolving directly from the act of procurement, which are based on intent or gross negligence. Liability for slight negligence is excluded. The existence of gross negligence will have to be proved by the damaged party.

4.2. The contractor assumes no liability/warranty whatsoever for any claims resulting from the procured legal transaction. This applies especially to all intellectual property rights and exploitation rights connected with this legal transaction. The contractor will be indemnified and held harmless by the client.

4.3. Any damage claims can only be asserted within three months of knowledge of the damage.

4.4. Damage claims are under any circumstances limited to the full amount of the commission (excluding tax).

5. Duty to observe secrecy

Both the contractor and the client have the duty to observe secrecy; they have to keep all trade and operating secrets that have emerged in the course of the act of procurement. They must not in any way pass on these secrets to a third party without approval of the contracting party.

6. Applicable Law

6.1. The provisions of these general terms and conditions are subject solely to Austrian law excluding any rules with regard to the determination of the municipal system of law. The provisions of the UN purchasing law are also not applicable.

6.2. If any of these Terms and Conditions should be determined to be unenforceable the remaining terms and conditions as well as any provisions of the contract shall survive and continue to be binding and enforceable. The unenforceable term or condition will in fact be replaced by another enforceable term or condition which - in accordance with the ascertained intention of both contracting parties - will come closest in its economical sense to the unenforceable provision. In case of any conflicting provisions between the (procurement) contract and the general terms and conditions the provisions of the general terms and conditions are to be applied primarily.

7. Place of Performance and Jurisdiction

7.1. Place of performance is the contractor’s enterprise location.

7.2. The client hereby submits to and agrees that the sole jurisdiction and venue for any actions that may arise between the contractor and the client are the competent local courts in Austria. The contractor, however, reserves the right to call upon the court at the client’s residence.

G.Á. Molnár, Mag.
Humboldtgasse 28 Top 14
1110 Wien, Austria/EU

UID: ATU 508 677 08
FN 289024 k
Handelsgericht Wien