Last Updated: 20th January 2024

1. Scope

(1) These General Terms and Conditions (GTC) apply to all deliveries, services, offers, transactions, and other services to clients of Walking Weddings. All services, offers, transactions, and other services of Walking Weddings are exclusively based on these contract conditions.

(2) Any deviating contractual conditions, delivery terms, purchase conditions, and the like have no validity between Walking Weddings and its clients unless expressly and in writing confirmed by Walking Weddings.

(3) These GTC also apply if, in the course of a continuous business relationship, no specific reference is made to them in individual cases, without requiring a separate written notice in each specific business case. These GTC apply, in particular, to additional or subsequent services, additional orders within existing business relationships, or call orders in the case of ongoing framework agreements.

2. Offers

Offers from Walking Weddings are valid for a period of 30 days unless stated otherwise in the offer.

3. Orders

(1) Orders from the client are binding for Walking Weddings upon receipt at Walking Weddings.

(2) Order confirmations from Walking Weddings must be promptly reviewed by the client, and in case of discrepancies, must be reported in writing within 3 days, but no later than within 3 days, otherwise, the order confirmation is binding for the client.

(3) The client is not entitled to transfer the rights and obligations from the contractual relationship with Walking Weddings to a third party unless Walking Weddings provides express written consent in advance.

(4) Walking Weddings is entitled to enlist the help of third parties in fulfilling its contractual obligations. Walking Weddings is also entitled to transfer rights and obligations, in whole or in part, to third parties. The client’s consent is not required for this.

4. Prices

(1) All prices quoted are in Euro exclusive of the statutory value-added tax. The VAT will be invoiced additionally at the applicable rate at the time of performance. Furthermore, the fee guidelines for technical offices and Annex A, as well as the associated service profile Technical Equipment, in their respective latest versions, apply.

(2) The client is responsible for all tax liabilities resulting from the order, including transaction fees or withholding taxes, and must indemnify Walking Weddings in this regard.

**5. Payment Terms**

**(1)** Invoicing occurs upon the provision of services specified in the respective order. If partial services are provided in individual orders, invoicing takes place upon completion of the respective partial services. Regardless, Walking Weddings is authorized to invoice its services retrospectively on a monthly basis. If no specific agreement to the contrary has been made, the invoice is due for payment in full within 14 days of receiving the invoice. The credit to the bank account of Walking Weddings is relevant for the timeliness of the payment.

**(2)** If no payment has been made at the time of the due date of the respective invoice, the client is in default of payment without the need for a reminder. In case of payment default by the client, the replacement of reminder and collection expenses, as well as default interest at a rate of 10% per annum, are agreed upon. Furthermore, the delinquent client is obligated to reimburse all additional costs incurred by Walking Weddings, including pre-litigation legal fees.

**(3)** The client is not entitled to withhold payments for alleged claims from any title whatsoever or set them off against Walking Weddings’ claims unless the claim has been expressly acknowledged in writing by Walking Weddings or has been judicially or arbitralily determined as legally binding.

**(4)** In case of payment default, Walking Weddings is at any time entitled to entirely or partially suspend or postpone its services.

**6. Formation of the Contract**

The acceptance of orders as per Clause 3 of these GTC is binding for Walking Weddings only upon written confirmation by Walking Weddings.

**7. Services**

**(1)** Walking Weddings provides its services in accordance with the respective order. If the order does not specify the commencement of services, Walking Weddings will, if possible, commence the provision of services within 30 working days after written confirmation of the order. In the event that the client does not intend to avail themselves of Walking Weddings’ services for any reason within 30 days, the client must inform Walking Weddings in writing within 7 days of the order confirmation. Penalty clauses or claims for damages, for whatever legal reason, are excluded for delayed services unless Walking Weddings is intentionally or grossly negligently in default of performance.

**(2)** Services by Walking Weddings are considered provided upon completion of the contractual work.

**8. Warranty and Liability**

**(1)** Walking Weddings provides a warranty for the conformity of the contractual services with the applicable legal provisions in Austria, in accordance with the following provisions.

**(2)** The warranty period begins on the day of the fulfillment of the contractual service and ends six months after the provision of the service. The client has the burden of proving that the defect existed at the time of handover. The application of § 924 of the Austrian Civil Code is excluded.

**(3)** The client is obligated to inspect the services promptly upon provision, but no later than within 14 days, and to promptly notify Walking Weddings in writing of any claims due to defects. Defects in a facility attributable to a defective planning service by Walking Weddings must be reported promptly from the moment the client has identified these defects or, with the application of commercial diligence, should have identified them, but no later than six months after the respective service provision by Walking Weddings.

**(4)** In the case of a defect complaint, Walking Weddings, at its discretion, is entitled to inspect the defects resulting from the allegedly defective services either at the client’s premises or at the installation site of the respective facility.

**(5)** If a defect is attributable to the delivery or service of a third party, the warranty claims of Walking Weddings against the third party are assigned to the client.

**(6)** If the client fails to report a defect within the deadlines specified in paragraphs (2) and (3), this is considered acceptance of the service, and the client no longer has any claims against Walking Weddings for the respective service.

**(7)** Walking Weddings is liable to the client for damages caused by defects in the service beyond the provisions of paragraph (1) only to the extent that such damages are covered by the liability insurance of Walking Weddings. Walking Weddings undertakes to take out liability insurance at its expense for the services to be provided, with a coverage of EUR 3 million for personal, property, and pecuniary damages per insurance event, for a maximum of two insurance events per year. To the extent permitted by law, any liability of Walking Weddings beyond this is excluded.

**(8)** In any case, the liability of Walking Weddings is limited to the amount of the agreed fee for the service causing the damage. In the case of slight negligence, any liability of Walking Weddings is excluded.

**(9)** Walking Weddings is in no case liable for indirect damages, consequential damages, and loss of profit.

**(10)** In any case, the client has to prove the liability-triggering fault of Walking Weddings.

**(11)** Any claims for damages by the client against Walking Weddings expire six months after knowledge of the damage and the damaging party.

**9. Mistake**

The annulment of a contract concluded with Walking Weddings by the client due to a mistake or a reduction by more than half (laesio enormis) is excluded.

**10. Retention of Title and Right of Retention**

**(1)** The services specified in the offer become the property of the client only after complete payment. As long as Walking Weddings retains ownership, the client may not use plans, drawings, descriptions, and other documents. Furthermore, Walking Weddings has a right of retention for all services specified in the offer, as well as the aforementioned documents, until full payment of all outstanding claims.

**(2)** In case of differences in interpretation regarding the existing contract or in the case of outstanding payments, Walking Weddings is entitled to completely or partially interrupt or postpone its services. Additionally, during a legal dispute with anyone, Walking Weddings is entitled to completely or partially interrupt or postpone its contractual obligations.

**11. Force Majeure**

Walking Weddings is entitled to completely or partially interrupt or postpone its services in cases of force majeure. If such an event of force majeure lasts for more than 3 months, Walking Weddings is entitled to unilaterally terminate the affected order or contract without notice. Cases of force majeure include war, armed conflicts, terrorist acts, government interventions and prohibitions, transport damage, labor disputes, all kinds of natural disasters, outbreaks of diseases and epidemics, as well as embargoes.

**12. Data Protection**

The data necessary for order processing is stored in compliance with legal regulations. All personal data is treated confidentially. The client grants Walking Weddings consent to use this data for advertising purposes, especially as a reference.

**13. Confidentiality**

The client is obligated to keep all business and trade secrets of Walking Weddings, of which they have become aware, as well as the content of the agreement concluded with them, confidential. This confidentiality obligation explicitly extends to their employees. The disclosure or publication of an offer created by Walking Weddings or a contract concluded with Walking Weddings is strictly prohibited.

**14. Jurisdiction, Applicable Law**

**(1)** The place of jurisdiction is in all cases the competent court in Vienna, Austria.

**(2)** Austrian law applies to all legal relationships between the parties, excluding the referral norms of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).

**15. Miscellaneous**

**(1)** If individual provisions of these terms and conditions are wholly or partially ineffective, the remaining provisions of these terms and conditions remain effective. The ineffective provision shall be replaced by a permissible regulation that economically comes closest to the one declared ineffective.

**(2)** The headings in these terms and conditions are for clarity purposes only and may not be used for interpreting the provisions.

**(3)** Deviations from these terms and conditions require written form for validity.

**(4)** If these terms and conditions are translated into a language other than German, regardless of by whom and for what reason, the German version shall exclusively prevail. In case of discrepancies, the German version prevails and is to be used for any interpretations.