General Terms and Conditions
1. Applicability
1.1. Twinned provides consulting services in the field of management of business, market expansion and sales, in particular, but not limited to, for the sustainable development of small and medium sized wineries in and outside of Austria. Contracts of Twinned shall be concluded and performed exclusively based on these General Terms and Condition (the “GTC”). Any conflicting terms and conditions of contracting parties of Twinned shall not be valid.
1.2. The General Terms and Conditions shall apply to services provided by Twinned at the request of the contracting party of Twinned (the “Contracting Party”) (collectively the “Parties”) pursuant to an individual contract to be concluded by the Parties (the “Contract”).
1.3. The Contract and the GTC constitute the entire contractual relationship binding the Parties, which may only be amended by an amendment to the Contract. Unless expressly agreed otherwise in the Contract, any uncertainty or inconsistency between the Contract and the GTC shall be resolved in favour of the latter.
1.4. The contracting parties of Twinned may be companies as well as consumers within the meaning of the Austrian Consumer Protection Act (KSchG). If the contracting party qualifies as a consumer, mandatory consumer protection provisions remain unaffected by these GTC.
1.5. Due to changes in technical, economic, or legal frameworks, it may be necessary to adjust these terms and conditions in the future. For this reason, these GTC can be amended unilaterally at any time. In the event of significant changes that are disadvantageous to the Contracting Party, the Contracting Party will be informed accordingly. If such a change results in non-negligible legal or economic disadvantages for the Contracting Party, the Contracting Party is entitled to object, which must be exercised within four weeks after receiving notice of the relevant change. If no explicit objection is made, the change is deemed accepted and becomes part of the Contract. In the event of an objection, the Contract remains unchanged. However, in this case, Twinned is entitled to terminate the Contract extraordinarily within four weeks after receiving the objection.
2. Conclusion of Contract
2.1. Offers submitted by Twinned are non-binding, unless they are explicitly stated as binding. The presentation of services and/or products does not constitute a legally binding offer, but rather an invitation to submit a request. The Contract only becomes legally effective upon written confirmation of the request by Twinned.
2.2. The commencement and duration of the contractual relationship shall be specified in the Contract.
2.3. Any verbal assurances or other side agreements that deviate from the Contract or these GTC are not binding for Twinned. The contents of brochures, advertisements, and similar materials used by Twinned only become part of the Contract if explicitly referenced.
2.4. If the request confirmation by Twinned deviates from the Contracting Party’s request, the deviations are considered approved by the Contracting Party unless they object within a period of fourteen days.
3. Services of Twinned
3.1. The services of Twinned, unless otherwise agreed in the individual case, comprise:
3.1.1. Business consulting of the Contracting Party as a service
3.1.2. Training, coaching, and further development of companies, entrepreneurs or
employees in relation to wine and business growth, those of related third-parties (customers and prospects that relate directly or indirectly to the wine industry and hospitality) and private individuals, provided either in-person, digitally, online, remotely or in hybrid formats
3.1.3. Referral of the customers to the Contracting Party,
3.1.4. The promotion and marketing of wine products, primarily those of third-party wineries, as well as wine-related products and accessories.
3.2. A concrete success, unless otherwise agreed in the Contract, is neither owed nor guaranteed. The Contracting Party shall be solely responsible for deciding on the timing, nature and scope of the measures recommended by Twinned or agreed with Twinned. This shall apply even if Twinned accompanies the implementation of agreed plans or measures by the Contracting Party.
3.3. The nature and scope of the work to be performed by Twinned shall be determined by the Contract.
3.4. Twinned shall base its activities on the information provided by the Contracting Party or the documents made available as well as the figures provided as complete and correct. Twinned is not obliged to check the correctness, completeness or regularity or to carry out its own research. This shall also apply if, within the scope of the Contract placed by Twinned, plausibility checks or valuations are to be carried out which are based solely on the information, details or documents provided by the Contracting Party and do not involve their verification.
3.5. The provision of legal, accounting or tax consultancy services is excluded as part of the Contract.
3.6. The disclosure or presentation of written elaborations or results of Twinned to third parties shall require the prior consent of Twinned. The third parties are not thereby included in the scope of protection of the Contract. This shall also apply if a third party bears all or part of the remuneration for Twinned‘s work for the Contracting Party or assumes such work.
3.7. Twinned is solely responsible for the expertise and availability of the personnel designated to perform the services and reserves the right to subcontract all or part of the services, to use secured technological systems and/or solutions adapted to Twinned with specialised third parties (including the internet) or to use external experts (collectively the “experts”). The Contracting Party expressly acknowledges that this possibility is open to Twinned and consents to the disclosure to the experts of the relevant information concerning him.
4. Obligations of the Contracting Party
4.1. The Contracting Party shall provide Twinned with the information and documents required for the execution of the Contract in a complete and correct manner. In particular, the role of the Contracting Party is to define precisely its requirements and obligations, to provide (and/or grant access to) Twinned with any up-to-date information in the required format, to inform Twinned promptly of any event that may have an impact on the performance of the Contract, to cooperate and to ensure the cooperation of all parties involved, to meet the deadlines incumbent upon it and to ensure compliance therewith by the parties involved, to receive the work results and/or the work result drafts, to obtain the rights and/or approvals required for the purposes of the Contract and to provide free of charge such resources as Twinned may reasonably require for the performance of the services.
4.2. If the Contracting Party fails to provide the cooperation required of him or fails to provide it in full after being requested to do so by Twinned, Twinned shall be entitled, but not obliged, to terminate the Contract after giving prior written notice. In this case Twinned may invoice the Contracting Party either for the services actually rendered up to the time of termination or instead for the agreed or forecast total remuneration less expenses saved as a result of the premature termination of the Contract.
5. Fees & Invoices
5.1. The fees for services provided by Twinned are determined in the Contract. Services will be invoiced based on the applicable fee guideline for the relevant field of expertise, in its currently valid version. If the fee rates change during the term of the Contract, the services Twinned provides (starting from the date that the new fee rates come into effect) will be invoiced according to the new rates.
5.2. If wage costs change due to collective agreements in the industry or other relevant cost factors, such as material and energy costs, between the time of conclusion of the Contract and the time of provision of services, Twinned is entitled to adjust the prices accordingly.
5.3. Additional costs arising from changes not attributable to Twinned, such as government regulations, changes in relevant laws, or changes in the Contracting Party´s requests, are to be compensated separately.
6. Payment Terms and Consequences of Default
6.1. Unless expressly agreed otherwise in the respective Contract, invoices are due for payment within 14 days after invoice issued. A discount is only allowed if expressly agreed.
6.2. The Contracting Party commits payment default if an invoice is not paid by the due date. In this case, the statutory default interest is 10% above the base rate per annum from the due date. In addition, all costs incurred by Twinned due to reminders or debt collection, such as costs necessary for legal action, must be reimbursed.
6.3. If the Contracting Party makes partial payments, all outstanding partial amounts become due immediately (loss of deadline) if any instalment is not paid on time.
7. Withdrawal & Termination
7.1. Twinned is entitled to withdraw from the Contract for important reasons, such as in the case of a delay in payment by the Contracting Party of at least two weeks, breach of other contractual obligations, refusal to accept the service, the opening of insolvency proceedings over the Contracting Party´s assets, or the rejection of an insolvency petition due to insufficient assets, or if the performance is frustrated or interrupted by the Contracting Party for more than three months.
7.2. In the case of a delay in payment by the client, Twinned is also released from all further performance obligations and is entitled to withhold outstanding services. Furthermore, advance payments or securities may be required.
7.3. Otherwise, the statutory provisions apply in the case of withdrawal.
7.4. Withdrawal from the Contract must always be declared in writing.
7.5. If the Contract has been concluded for an indefinite period, either Party may terminate the Contract by giving 90 days’ written notice.
7.6. In the event of a material breach of contractual duties by one of the Parties which is not remedied within 7 days of notification of the breach in question, the other Party may terminate the Contract extraordinarily by operation of law.
8. Set-Off and Assignment Prohibition
8.1. The set-off of any counterclaims against Twinned‘s fee claim is not permitted unless expressly agreed upon or if the claim has been established by a court.
8.2. Claims against Twinned may not be assigned without express consent.
9. Rights
9.1. Each Party shall retain intellectual property rights in the know-how and methods used prior to use under the Contract and in any improvements and additions made thereto.
9.2. The work results of Twinned are intended exclusively for the purpose of the Contract.
9.3. In any event, the work results may only be used in accordance with the Contract and may not be modified or abridged, in whole or in part, without the prior written consent of Twinned. Twinned shall in no event be liable to any third party – including recipients and parties who have had access to the work results.
9.4. Items and documents provided, including plans and calculations, remain the property of Twinned. The full risk, particularly the risk of destruction or loss, is borne by the Contracting Party.
10. Liability
10.1. Oral or telephonic information, statements, advice or recommendations are given by Twinned to the best of knowledge and belief. However, they shall only be binding if confirmed in writing.
10.2. Any liability or warranty for the success of measures recommended by Twinned is excluded. This also applies if Twinned accompanies the implementation of agreed or recommended plans or measures.
10.3. Twinned shall be liable only in the event of intent or gross negligence. The amount of liability is limited to the typically foreseeable damage. Claims relating to injury to life, body or health shall not be subject to any limitation of liability.
10.4. Twinned shall not be liable if the damage occurred is due to incorrect or incomplete information or documents of the Contracting Party.
10.5. Twinned shall indemnify the Contracting Party only for proven direct damages suffered which are directly and exclusively related to said breach, excluding, in particular, future or indirect damages, loss of sales or profits, loss of data, damage to image or reputation.
10.6. The Contracting Party acknowledges that Twinned is not responsible for the Contracting Party’s and/or third parties’ failures and errors and undertakes to do its utmost to minimise the damage it may suffer.
10.7. The services are provided for the benefit of the Contracting Party only. In the event that any third party takes any action against Twinned and/or its employees and/or any other branches of Twinned as a result of the services, their use or onward transmission, the Contracting Party shall indemnify Twinned as well as Twinned’s employees against any liability and reimburse Twinned for all damages and interest, settlement payments, losses, liabilities, costs (including attorneys’ fees) associated with the above claims or actions.
11. Confidentiality
11.1. Both Parties undertake to treat all business and trade secrets, as well as any confidential information of a technical, economic, legal, or organizational nature, which is obtained in connection with the initiation or fulfilment of the Contract, regardless of the form in which it is obtained, as strictly confidential and not to disclose it to third parties without the consent of the other Party. This obligation extends indefinitely, even beyond the end of the Contract.
11.2. If either Party is required to disclose confidential information by applicable law, by the decision of a court, an authority, or in any other way, they shall immediately inform the other Party about the content and scope of the disclosure obligation.
12. Data Protection
The data privacy policy, available on Twinned’s website, applies to the Contract..
13. Final Provisions
13.1. The place of performance are, unless otherwise agreed, the work premisses of Twinned.
13.2. Changes to the business address of the Contracting Party during the term of the contractual relationship must be communicated in writing. If such notification is not made, declarations are deemed to have been received if they were sent to the last address provided.
13.3. Changes, additions, and cancellations of the Contract and these terms and conditions require written form; this also applies to any deviation from the agreed written form. There are no verbal side agreements.
13.4. If any individual provisions of these terms and conditions are or become completely or partially ineffective, the validity of the remaining provisions shall not be affected. The completely or partially ineffective provision will be replaced by a provision whose economic result is as close as possible to that of the ineffective provision. In the absence of such a similar provision, the statutory regulations will apply.
13.5. This Contract is subject to the substantive law of Austria, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). For all claims arising from or in connection with the Contract, the exclusive jurisdiction shall be the competent court in Vienna for commercial matters.