General Terms and Conditions

This is a translation into English of the General Terms and Conditions from 08/01/2024 of Dharma Funding Solutions GmbH, Am Leopoldsgrund 20, 8055 Graz. The English version is for informal purposes only. For all legal matters only the German version is to be considered

  1. Scope

1.1 These General Terms and Conditions (GTC) are an integral part of all contracts with Dharma Funding Solutions GmbH, A-8055 Graz, Am Leopoldsgrund 20, Email:, Phone: 0677/62579882 (hereinafter referred to as "Dharma Funding Solutions") with a client (hereinafter referred to as "Client").

1.2 These GTC also apply to all future contractual relationships between the Client and Dharma Funding Solutions, even if not explicitly stated in additional contracts. Individual agreements deviating from these GTC, made in writing with the Client in a specific case, take precedence over the respective clauses in these GTC.

2 Conclusion of Contract

2.1 The Client can accept the contract offer of Dharma Funding Solutions within the specified deadline. In case of timely acceptance of the contract offer by the Client, a contract is concluded.

2.2 In the case of later receipt (beyond the deadline specified in the contract offer), your acceptance is considered an offer that can be accepted by Dharma Funding Solutions.

2.3 Dharma Funding Solutions reserves the right to reject orders and requests without providing reasons.

3 Cost Estimates

3.1 Cost estimates are subject to a fee. Dharma Funding Solutions is entitled to receive reasonable compensation for each cost estimate.

3.2 Cost estimates are always non-binding. If cost increases of more than 15% occur after the order has been placed, Dharma Funding Solutions will inform the Client within a reasonable period. In the case of a cost overrun of up to 15%, separate notification is not required, and these costs can be invoiced.

4 Scope of the Consulting Contract and Representation

4.1 The scope of a specific consulting assignment is contractually agreed upon in individual cases.

4.2 The consulting services in individual project phases may be documented and/or illustrated in the contract documents. Such documentation and/or illustrations represent considerations at the time of the offer and are based on standard processes. They can be unilaterally supplemented or modified by Dharma Funding Solutions, depending on the needs and progress of the project, if this can better or more efficiently achieve the project goal described in the order description, according to the assessment of Dharma Funding Solutions.

4.3 Dharma Funding Solutions is entitled to engage subcontractors to provide services.

4.4 The Client undertakes not to enter into any kind of business relationship with third parties during and up to three years after the termination of this contractual relationship, which Dharma Funding Solutions uses to fulfill its contractual obligations. In particular, the Client will not assign third parties to provide consulting services similar to those offered by Dharma Funding Solutions.

4.5 In the case of the extension of granted subsidies or subsequent subsidies related to the assignment received by the Client within three years, Dharma Funding Solutions is entitled to the agreed success fee, based on the final total subsidy value (including subsequent subsidies). In this case, Dharma Funding Solutions can invoice the additional success fee. The Client is obligated to promptly inform Dharma Funding Solutions about any subsequent subsidies with all necessary information for calculating the success fee.

4.6 The right of the customer to cancel the work contract according to § 1168 ABGB is excluded.

4.7 The engagement of third-party companies to provide services not covered by the scope of services of Dharma Funding Solutions is carried out directly by the Client. As of: January 8, 2024

5 Fees and Invoicing

5.1 The fee offered by Dharma Funding Solutions is exclusive of the applicable statutory value-added tax and expenses (e.g., travel expenses) as well as out-of-pocket expenses. Invoicing is in euros.

5.2 The invoice must be paid by bank transfer within 14 days from the date of invoicing without deductions. The Client expressly consents to the transmission of invoices by email to Dharma Funding Solutions.

5.3 Payments to Dharma Funding Solutions must be made with liberating effect exclusively to the account specified in the invoice by Dharma Funding Solutions.

5.4 In case of payment default, default interest of 10% is agreed upon. Furthermore, Dharma Funding Solutions is entitled to claim compensation for other damages incurred by the Client and for the necessary costs of appropriate extrajudicial collection or enforcement measures, to the extent that these are in a reasonable proportion to the claimed receivable.

5.5 Dharma Funding Solutions is, without prejudice to its legal claims, entitled to retain its own services for the duration of any default by the Client, plus a reasonable reaction and start-up time. Dharma Funding Solutions is also entitled to issue interim invoices and demand advance payments from the Client and to only commence the provision of services after the complete receipt of invoice amounts.

5.6 Claims asserted by the Client do not entitle the Client to withhold agreed payments. Offset against counterclaims or retention of payments by the Client - for whatever reason - is excluded and in any case impermissible.

5.7 Unless otherwise agreed, invoicing is based on the following guidelines: • For the agreement of daily and/or hourly rates: Invoicing of the fee occurs on the respective first of the month for the time units worked up to that point, in increments of 10 minutes based on the agreed hourly rate. The following hourly rates are agreed: Senior Partner: € 320,-, Senior Consultant: € 210,-, Consultant/Analyst: € 160,-. If daily rates have been agreed upon, the hourly rate is calculated as one-eighth of the agreed daily rate. If any agreed minimum order volume has not been fulfilled by the end of the term, Dharma Funding Solutions is still entitled to invoice the project volume not yet completed. • For the agreement of project lump sums: Invoicing of the total fee is done in thirds at the beginning of the project, another third after half of the project time agreed upon at the time of the order description, and another third upon completion of the project. • For the agreement of monthly flat rates: Invoicing of the agreed flat rate is done on the respective first of the month, regardless of the time units worked up to that point. 5.8 A success fee is only agreed upon within the framework of an individual, written contract. 5.9 It is emphasized that the fee is due in any case upon completion of the project, regardless of the actual granting of a subsidy. The success fee is due upon the granting of the applied-for subsidy, irrespective of whether the subsidy is actually called upon and/or utilized by the Client.

6 Support and Cooperation by the Client

6.1 The Client is obligated to provide Dharma Funding Solutions with any organizational, technical, and commercial assistance necessary or conducive to achieving the defined project goals within the agreed-upon duration.

6.2 The Client is obligated to submit all necessary documents to Dharma Funding Solutions promptly and inform them of all events and circumstances that are relevant to the execution of the consulting assignment/achievement of the project goals. This also applies to all documents, events, and circumstances that become known to Dharma Funding Solutions only during the course of the activity.

6.3 The Client ensures that the organizational conditions at its business premises allow undisturbed work that is conducive to the rapid progress of the consulting process during the fulfillment of the consulting assignment. The Client will also comprehensively inform Dharma Funding Solutions about previous consultations and/or ongoing consultations – also in other areas – before the start of Dharma Funding Solutions' activity. If insufficient support by the Client prevents the achievement of the defined project goals, this constitutes a significant reason for Dharma Funding Solutions to terminate the contract according to point 7.3.

6.4 Communication with public authorities (tax office, city treasury, funding agencies, chambers, social insurance, etc.), the professional preparation of general business, financial, and project data, technical specifications, necessary detailed data, and detailed information is carried out by the Client's personnel.

6.5 The Client designates an internal commercial and technical contact person for each project for Dharma Funding Solutions. The Client informs its employees and, if applicable, the established employee representation (e.g., works council) about Dharma Funding Solutions' assignment before the start of Dharma Funding Solutions' activity. The Client authorizes Dharma Funding Solutions in the name and on behalf of the Client to obtain project-related documents, data, and information from the entities and institutions involved in the project (funding agencies, authorities, etc.).

6.6 If the necessary support and cooperation by the Client are omitted or if the Client is in default with its services, Dharma is entitled, after setting a grace period of 14 days, to terminate the contract prematurely. After the termination of the contract, Dharma Funding Solutions is entitled to the entire agreed fee (including success fee).

7 Contract Duration and Termination

7.1 Unless otherwise agreed, the contract ends at a specific time or upon completion of a project, depending on the agreement. Services provided by Dharma Funding Solutions beyond the contract end are invoiced based on the hourly rates specified in point 5.7.

7.2 If no contract duration is agreed upon, the contract is concluded for an indefinite period and can be terminated by either party at any time with a six-month notice period to the end of the month.

7.3 The contract can be terminated by both parties at any time for good cause, without observing a notice period. Good cause is considered, in particular, if a contracting party breaches material contractual obligations, if a contracting party falls into arrears with payment after the initiation of insolvency proceedings, or if, due to the lack of creditworthiness of a Client over whom no insolvency proceedings have been initiated, and at the request of Dharma Funding Solutions, the Client does not make advance payments or provide adequate security within a reasonable period.

8 Travel, Incidental Costs, and Out-of-Pocket Expenses

8.1 All expenses and costs incurred during travel are to be borne by the Client. Dharma Funding Solutions is obligated to inform the Client in advance about trips if they are necessary for fulfilling the contract.

8.2 Travel time begins when Dharma Funding Solutions leaves the Client's or Dharma Funding Solutions' premises and ends with the commencement of work or arrival at the hotel; or begins with the end of work or departure from the hotel and ends with the return to the Client's or Dharma Funding Solutions' premises. Travel times are invoiced in hourly increments at full hourly rates (point 5.7).

8.3 To compensate for the personal expenses of Dharma Funding Solutions employees, daily allowances are invoiced according to Grade 5 of the "Table for Income Tax". Night allowances are invoiced if no hotel invoices are provided. Journeys to and from the Client, as long as they do not exceed two hours per leg, are considered part of working time. Travel times beyond this are considered travel time. Incidental costs are expenses necessary for the fulfillment of the consulting assignment, in particular costs for office and auxiliary work, telecommunication, reproductions, stamps, etc., or other out-of-pocket expenses. These can be invoiced at international consulting projects with a flat surcharge of 3% of the agreed fee, beyond that, to the extent that they significantly exceed the usual scope.

9 Exclusivity

The Client undertakes, for the duration of this contract, not to engage other consulting companies or third parties with a similar or related assignment for this project or terminate existing contracts related to it. Violations of this obligation entitle Dharma Funding Solutions to terminate the contract prematurely, and the Client is obligated to pay damages.

10 Warranty / Liability

10.1 The warranty period is six months from the handover of the services. The Client is obligated, under penalty of loss of warranty and damages claims due to the defect, to report the defect in writing and with reasons within three working days.

10.2 The Client must prove the existence of defects. § 924 ABGB does not apply.

10.3 Dharma Funding Solutions is entitled to choose the type of warranty remedy (improvement, exchange, price reduction, or cancellation). The Client has no right to choose.

10.4 Dharma Funding Solutions does not provide any warranty or is liable for achieving a specific business success for the Client or achieving specific business indicators. Furthermore, Dharma Funding Solutions is not liable for the positive treatment (especially in terms of granting or extension) of a subsidy application.

10.5 Dharma Funding Solutions assumes no liability for the accuracy and completeness of forecasts, market analyses, and collected market data. See the disclaimer (exclusion of liability) in the respective market analysis for details.

10.6 Dharma Funding Solutions is liable for the compensation of damages caused in connection with this contract by it, its employees, and/or vicarious agents only in the event that these damages were caused with gross negligence or intent. This limitation of liability does not apply to the replacement of personal injury. § 1298 ABGB does not apply. Liability under the Product Liability Act remains unaffected.

10.7 Damage claims by the Client can only be asserted in court within six months of knowledge of the damage, but no later than two years after the occurrence of the (primary) damage after the event justifying the claim, unless legally mandated longer limitation periods exist.

10.8 Without prejudice to the limitation of liability according to point 10.6, Dharma Funding Solutions' liability for (defect-) consequential damages, lost profits, force majeure, indirect or consequential damages, data loss, and pure pecuniary losses is excluded. The right of the Client to contest a contract due to error or due to a reduction by more than half (leasio enormis) is excluded.

11 Protection of Intellectual Property

The copyright as well as usage and exploitation rights to works created by Dharma Funding Solutions and its employees and commissioned third parties (especially offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with Dharma Funding Solutions. They may be used exclusively by the Client during and after the termination of the contractual relationship for purposes covered by the contract. The Client is expressly not entitled to reproduce or distribute the work(s) without the explicit consent of Dharma Funding Solutions and in a form not covered by the contract. Under no circumstances does an unauthorized reproduction/distribution of the work create liability for Dharma Funding Solutions – especially for the accuracy of the work – towards third parties. A violation of these provisions entitles Dharma Funding Solutions to terminate the contract according to point 7.3.

12.1 For all disputes of any kind arising out of or in connection with this contract, the exclusive law of the Republic of Austria shall apply. The application of the conflict-of-law rules and the UN Sales Convention is expressly waived.

12.2 If no jurisdiction agreement has been concluded in the contract between Dharma Funding Solutions and the Client, the exclusive place of jurisdiction is agreed to be the court in Graz, Austria, which is competent in substantive matters.

13 Final Provisions

13.1 Dharma Funding Solutions is exclusively willing to contract under these terms and conditions. If the Client's terms and conditions contain provisions that contradict these terms and conditions or contain additional provisions not considered here that deviate from legal regulations, these provisions do not become part of the contract.

13.2 There are no verbal side agreements. All agreements, subsequent amendments, additions, side agreements, etc. require written form to be valid. This also applies to waiving the written form requirement. Statements via fax and email satisfy the written form.

13.3 If any provisions of these terms and conditions are or become invalid in whole or in part, the remaining provisions remain unaffected in their validity. An invalid provision shall be replaced by a valid provision that comes as close as possible to the content and purpose of the invalid provision.

As of: January 8, 2024 - this version of our terms and conditions is valid for business customers.