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Terms & Conditions for Institutions

Status: June 2021

froh foundation
Association for health, socio-cultural education
and environmental sustainability

ZVR-ZI.: 992996545

Vogelweiderstrasse 29
8010 Graz
Email: info@froh-foundation.org
Phone: +43 (0)660 8165076

General principles/scope of application
All legal transactions between the client and froh foundation are exclusively subject to these General Terms and Conditions; whereby the version effective at the time of the conclusion of the contract shall prevail.

These General Terms and Conditions shall also apply to any future contractual relationships between the parties even if these General Terms and Conditions are not expressly referred to in accessory contracts.

Any conflicting General Terms and Conditions of the other party shall be invalid unless they have been explicitly agreed to in writing by froh foundation.

Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. The contract between the foundation and the client remains binding even in the case of legal invalidity of individual provisions. The invalid provision shall be replaced by the one that comes closest to the intent and purpose of the invalid provision.

Scope of services / proxies

In each individual case, the scope of services will be contractually agreed upon.

froh foundation shall be entitled to wholly or partially assign services to third parties. The remuneration of those third parties will be fully covered by froh foundation. There will be no establishment of any contractual relationship between the client and those third parties.

Commission
The legally binding contract must be in writing.

The client is obligated to pay the first installment 50% of the total amount upon contract formation; the second installment remaining 50% must be paid at the latest 14 days prior to the project.

Duty to inform / declaration of completeness
It is the responsibility of the client to ensure that when the project is carried out on his business premises the organizational framework conditions are such that the project may be carried out there with as little disturbance as possible.

It is the responsibility of the client to ensure that all documents necessary for the preparation and execution of the project shall be unsolicited submitted to froh foundation in due time. Furthermore, froh foundation shall be informed about all current project-related conditions and circumstances. This shall equally apply for documents, conditions and circumstances which only become relevant during the execution of the project.

It is the responsibility of the client to inform his/her employees of the project carried out by froh foundation prior to the beginning of the project.

Protection of intellectual property
The intellectual property rights of each project remain with froh foundation, their helping personnel and their commissioned third-parties (e.g. offers, organizational charts, programs, drafts, etc.). During the period covered by and after termination of the contract, the client may use these materials exclusively for purposes covered by the contract. Without the explicit consent of froh foundation, the project concept may not be distributed or reproduced in any way, whether in full or in part. In case of any unauthorized reproduction, froh foundation does not accept any responsibility or liability towards third parties for the accuracy of the contents.

Any violation of this provision shall entitle froh foundation to prematurely terminate the contract and to enforce other legal claims, in particular for restraint and/or damages.

Warranty
Regardless of fault, froh foundation shall be entitled and obligated to correct any emerging errors and/or inaccuracies in its services.  Froh foundation shall be equally obligated to report such a fact to the client without delay.

This claim expires six months after fulfillment of the contractually agreed services. 

All described programs are framework programs. The actual program carried out is subject to the needs and interests of the participants.

Liability/indemnity

froh foundation is liable for eventual damages, except for personal damage, only in the event of serious fault (intent or gross negligence). This equally applies to damages caused by third-parties consulted by froh foundation.   

Claims for damages may only be raised within six months as of the date at which the client becomes aware of the damage and the liable party; but at the latest these claims may be judicially enforced within three years after the incident.

In each case, the client must provide proof that the damage is attributable to culpable actions of froh foundation.

In the case that the project is carried out with the aid of third-parties and that warranty and/or liability claims arise towards these third-parties, froh foundation shall assign these claims to the client. In this case, the client shall primarily refer to those third-parties.

froh foundation and its helping personnel shall take responsibility for participating minors only during the project times and in the respective workshop areas.  Responsibility for participating minors lies with the parent or legal guardian as soon as these minors leave the workshop area. Froh foundation and its helping personnel shall, within the realms of possibility, ensure that all participating minors remain in the assigned workshop areas. Parents or legal guardians are liable for their minor’s participation. The client shall communikate the above information to the parents or legal guardians. 

Parents and are legal guardians shall ensure that participating minors follow the provided instructions given by froh foundation and its helping personnel. The client shall communicate the above information to the parents or legal guardians.

The client shall meet the duty to enquire within the scope of the legal duty of supervision. All information obtained under these conditions shall be communicated to froh foundation and its helping personnel. This includes information about the physical and/or mental condition of the child (e.g. illnesses, allergies, disabilities, character traits, etc.), local conditions as well as potentially dangerous items in the workshop areas.

Privacy policy
By commissioning a project, the client agrees to the processing of her or his personal data within the scope of the project. In addition, the client agrees to receive further information via email, messaging services, social media or the like. No personal data will be released to third parties. 

Images and recordings of the project and its participants taken at the event may be used for promotional purposes of froh foundation (brochure, website, newspaper articles, newsletter, Instagram, Facebook and other social media platforms). It is the responsibility of the client to communicate the above information to the parents or legal guardians of all participating minors and, if necessary, to obtain declarations of consent.

Clients are entitled to share images and recordings of the event and/or staff members of froh foundation for business purposes (brochure, website, newspaper articles, newsletter, Instagram, Facebook and other social media platforms), provided that froh foundation is specifically mentioned.

Terms of payment/remuneration
The prices as stated in the project description cover the indicated services.  Additionally, clients must pay the annual froh foundation membership fee of € 20 (does not apply for existing members).

Invoices will be issued when placing the order (first installment) and one month before the beginning of the project (second installment) via email. Payment has to be made within 14 days of receipt of the invoice. Clients shall bear the cost of any transfer charges (including PayPal or other payment fees).

In case of non-payment of the installments, froh foundation is released from any further contractual obligations. However, further claims arising from such non-payment remain unaffected.In case of unforeseen circumstances beyond the control of froh foundation (for instance acute sickness of the coach) leading to the cancellation of the project, the client shall be promptly notified. In such a case, the client may rescind the agreement free of charge within a week. Reimbursement for incurred expenses or any other claims cannot be requested. 

In the event that froh foundation must cancel a commissioned project, whether full or in part, froh foundation shall refund the contributions already paid less any expenses incurred within 14 days.  

In the event of cancellation of a confirmed project by the client up until eight weeks prior to the project, clients incur no further cost beyond the first installment 50% of the total amount.  For later cancellations, 75% of the total amount will be invoiced. Cancellations made within three days prior to the project are charged 100%. All cancellations must be in writing. Arising cancellation fees shall be charged without exception.

Electronic invoicing
froh foundation is entitled to issue invoices and confirmations through electronic billing. Clients expressly agree to receive invoices and confirmations issued in electronic form by froh foundation.

Duration of contract
This contract terminates after the end of the project.

Irrespective of the above, the contract may be terminated at any time by either side for important reasons. An important reason particularly exists,

in case of contract violation by either contracting party

if one of the contracting parties is in default of payment after insolvency proceedings have been opened

if no insolvency proceedings have been opened and one of the contracting parties has objectively justified concerns about the creditworthiness of the other party; if, upon request of the contractor, the other party neither makes any advance payments nor produces suitable security prior to the event; and if and one of the contracting parties was not aware of the poor financial circumstances of the other party at the time of the conclusion of the contract.

Final provisions
The contracting partners confirm to have made all statements in the contract in a conscientious and truthful manner and are obligated to immediately notify the respective partner of any changes.

Amendments and changes to the contract and these General terms and Conditions are only valid in writing; the same applies to changes to this formal requirement. There are no unwritten or oral agreements between the parties.

This contract is subject to Austrian substantive law excluding law provisions of Private International Law. Place of jurisdiction for both parties is Graz. The court of jurisdiction for disputes arising from this contract is the Regional Court of Graz.