1. Validity

1.1. The following terms of use apply to all contracts for consulting services and the corresponding provision of services by the Terra Institute Ltd. (“Terra Institute GmbH”, “Terra”, “We”) headquartered in Brixen (Italy).

1.2. The terms of use apply in all cases in which their validity has not explicitly been excluded. In the case of conflict between these terms of use and the terms of use of the contracting entity, these terms take priority.

1.3. All consulting orders and other agreements are legally binding only if they have been communicated explicitly and in writing by the principal. In the case in which the full content of the contract is not or not entirely foreseeable, an oral or written general agreement can be concluded. When confirming an order in written form, the principal only commits to paying the price specified in the written contract (order confirmation).

 

2. Contract Scope

2.1. Terra’s activity consists of independent consulting services to customers, free of any other third party instructions

2.2. The contract scope will be agreed upon on a case by case basis and will be captured in the contractual agreement. If no written agreement exists, the contract scope results from the concrete circumstances.

2.3. The provision of legal or fiscal consulting services won´t be part of any contract.

2.4 The contractor (Terra) is entitled to subcontract the agreed task either partially or in its entirety to a third party. It is the sole obligation of Terra to remunerate this third party. There will be no direct contractual relationship between the third party and the principal.

2.5 The contractor (Terra) commits itself to report upon progress of the work, as well as the work of its affiliates and subcontractors, respectively, to the principal.

 

3. Duties of Contribution of the Principal

3.1. The principal provides for the timely provision of all documents to Terra necessary for the execution Terra´s consulting activity. The principal furthermore guarantees to deliver all the necessary information to Terra which will be needed to execute the task. The principal will provide the appropriate work environment at its premises in order to allow Terra to perform its duties undisturbed, fast and constructively.

3.2 The principal will inform his employees and any of the legally necessary employee representatives before the start of the collaboration.

 

4. Offer and Conclusion of contract

Offers issued by Terra are not binding initially. A binding contract only exists once Terra confirms a principal’s order. The same provision applies to amendments, modifications and collateral agreements. Except when otherwise stipulated, the acceptance regulations apply as specified by the law.

 

5. Reservation of Proprietary Rights

5.1 Copyrights for products generated by Terra on behalf of the principal remain with the contractor. In particular, this applies to offers, reports, analyses, assessment reports, organisational charts, programmes, performance specifications, drafts, calculations, drawings, data carriers etc. The principal is entitled to use these during and after the completion of the contractual relationship only for purposes specified in the contractual agreement. The principal is thus not authorised to replicate or distribute the product of the contractor’s work except when previously and explicitly agreed by the contractor. In no event shall the contractor (Terra) be liable following an unauthorised distribution of its works, in particular not towards a third party and not for the correctness of the work’s content.

5.2 Terra reserves property rights to the delivered services and contents until full payment of all receivables resulting from the contractual agreement has been made by the principal, independent of the nature and legal grounds of the receivables.

 

6. Maintenance of Confidentiality

6.1 Terra’s staff commits to observe confidentiality regarding all matters of the principal which they acquire knowledge of in connection with their activities for the principal.  Terra further guarantees to maintain data confidentiality in accordance with the provisions of the Data Protection Act.

6.2 The contractor will extend the duty of confidentiality to any staff and third parties involved in the project. Terra will be liable for its infringement by both the third party and itself.

6.3. The commitment to confidentiality does not expire with the end of the contractual relationship but remains in force for an unlimited period.

 

7. Intellectual Property Rights

7.1. If an intellectual property right (patents, design patents or the like) or a situation facilitating the claim/ registration of it results from a cooperation based on an order stipulated by the principal, the principal alone enjoys the corresponding intellectual property right.

7.2. If the principal decides not to pursue such an intellectual property right or renounces on its registration, Terra is free to pursue the intellectual property right itself and at its own expense after the communication of the principal’s decision.

7.3. If Terra addresses the principal with own project proposals notwithstanding paragraph 7.1., i.e. beyond projects commissioned by the principal and if these project proposals are picked up, additional contractual agreements on possibly emerging intellectual property rights shall be concluded.

 

8. Remuneration

8.1. The remuneration for services provided by the contractor conforms with the rates determined in the individual agreements except when otherwise stipulated.

8.2. Terra is entitled to submit interim statements of account in accordance with the progress of the work, and to demand payments on account in accordance with the progress made. Remuneration is due for payment by the client in each case following presentation of invoice by Terra without any deductions.

8.3. If the provision of the services agreed upon remains undone for reasons on the part of the principal, the contractor retains the entitlement to the payment of the fee agreed upon less saved expenses.

8.4. In the case in which the principal fails to settle interim bills, the contractor is freed of its obligation to provide additional services. Yet the enforcement of further claims resulting from the failure to pay remains unaffected.

 

9. Payment Procedure

9.1. All price quotations are understood as excluding the applicable value added tax. Expenses, travel costs and mileage allowances will be invoiced in accordance with the modalities specified in the contractual agreement.

9.2. Unless otherwise stipulated, Terra´s invoices are payable within 14 days following the invoice date.

 

10. Correction of Deficiencies and Warranty

10.1. Terra renders its services exercising the diligence of a responsible businessman. The description of services, the specification of their intended use and Terra´s advertising statements do not represent a guarantee with respect to characteristics nor a quality guarantee.

10.2. Terra is entitled and obliged to correct deficiencies and inaccuracies of its consulting services which are noticed at a subsequent point of time. The warranty obligation is 3 months.

10.3. The customer may claim a free elimination of deficiencies if Terra is responsible for these.

 

11. Liability

11.1. It is understood that Terra and its staff/affiliates perform their consultancy services in accordance with generally accepted principles of professional practice. Unless the principal is a consumer, Terra is liable for damages only when intent or gross negligence can be proven in the framework of statutory regulations. The burden of proof is incumbent on the customer. Claims related to damages to life, body, or health shall not be subject to a limitation of liability.

11.2. Terra shall not be liable if the occurred damage is attributable to incorrect or incomplete information or records of the principal. The same shall apply if the principal does not notify Terra in writing of circumstances creating a liability within 14 calendar days after having gained knowledge thereof.

11.3 Recourse claims are excluded in the case of a mediation of a third party and are not borne by Terra.

 

12. Data privacy protection

The data provided by the client are processed by the contractor for the purpose of transmission of information material, preparation of an offer, in the sense of the EU General Data Protection Regulation (EU-GDPR) and the Legislative Decree of 30.06.2003 No. 196. These data are not disseminated. For details see also our privacy protection policy.

 

13. Place of Jurisdiction and Governing Law

In case of dispute, the parties will seek an amicable settlement. If a judicial dispute is nonetheless inevitable, the place of jurisdiction shall be Bolzano, Italy. Conditions shall be subject to the laws of the Italian Republic to the exclusion of the UN Sales Convention.

 

14. Final Provisions

The contracting partners confirm that all the statements in the contract have been made conscientiously and truthfully, and undertake to make any changes known to each other immediately. Amendments to the contract or to these General Terms and Conditions must be in writing, as must any departure from this requirement as to the written form. Verbal side agreements have no legal validity.

If individual provisions of the contract with the client, including the present General Terms and Conditions, are or become invalid, either wholly or in part, the validity of the other provisions will not be affected.

 

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