General Terms and Conditions

1. Scope, Conclusion of Contract

1.1 Dr. Elena Sizova (hereinafter "Designcoach") provides her services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between Designcoach and the client, even if not explicitly referred to.

1.2 The version valid at the time of contract conclusion is decisive in each case. Deviations from these, as well as other supplementary agreements with the client, are only effective if confirmed by Designcoach in writing.

1.3 Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to the sense and purpose.

1.4 Offers from Designcoach are subject to change and non-binding.

2. Scope of Services, Order Processing, and Client Cooperation Obligations

2.1 The scope of services to be provided results from the service description in the respective Designcoach offer. Subsequent changes to the service content require written confirmation from Designcoach.

2.2 Designcoach must provide the service within 8 weeks of effective offer acceptance at the latest. If Designcoach is prevented from performing for reasons beyond her control, such as events of force majeure or other unforeseeable events that cannot be averted by reasonable means, the performance obligations shall be suspended for the duration and extent of the hindrance, and the deadlines shall be extended accordingly. If such delays last more than four months, both the client and Designcoach are entitled to withdraw from the contract.

2.3 If Designcoach is in default, the client can only withdraw from the contract after setting Designcoach a reasonable grace period of at least 14 days in writing and after this period has expired fruitlessly. Claims for damages by the client due to non-performance or default are excluded, except in cases of proven intent or gross negligence.

3. Premature Termination

3.1 Designcoach is entitled to dissolve the contract with immediate effect for important reasons. An important reason exists in particular if

• a) the execution of the performance becomes impossible for reasons for which the client is responsible or is further delayed despite setting a grace period of 14 days;
• b) the client continues to violate essential obligations from this contract, such as payment of a due amount or cooperation obligations, despite a written warning with a grace period of 14 days.
• c) justified concerns exist regarding the client's creditworthiness and the client, upon Designcoach's request, neither makes advance payments nor provides suitable security before Designcoach's performance;

3.2 The client is entitled to dissolve the contract for important reasons without setting a grace period. An important reason exists in particular if Designcoach continues to violate essential provisions from this contract despite a written warning with a reasonable grace period of at least 14 days to remedy the contract violation.

4. Fees

4.1 Unless otherwise agreed, Designcoach's entitlement to fees arises for every individual service as soon as it has been provided. Designcoach is entitled to demand advances to cover her expenses. For order volumes with an (annual) budget of € 1,000 or more, or for those extending over a longer period, Designcoach is entitled to issue interim invoices or advance invoices or to request payments on account.

4.2 All services from Designcoach that are not explicitly covered by the agreed fee will be remunerated separately. All out-of-pocket expenses incurred by Designcoach are to be reimbursed by the client.

4.3 Cost estimates from Designcoach are non-binding. If it is foreseeable that the actual costs estimated by Designcoach in writing will be exceeded by more than 15%, Designcoach will notify the client of the higher costs. The cost overrun is deemed approved by the client if the client does not object in writing within three business days of this notice and simultaneously proposes more cost-effective alternatives. For a cost overrun of up to 15%, separate notification is not required; such an overrun is deemed approved from the outset.

5. Payment, Retention of Title, Prohibition of Offset

5.1 The fee is due for payment immediately upon receipt of the invoice and without deduction, unless special payment terms are agreed in writing in individual cases. This also applies to the onward billing of all out-of-pocket expenses and other expenditures. The deliverables provided by Designcoach remain the property of Designcoach until full payment of the fee, including all ancillary liabilities.

5.2 In the event of payment default by the client, default interest of 6% p.a. is deemed agreed. Furthermore, in the event of payment default, the client undertakes to reimburse Designcoach for the resulting reminder and collection costs, insofar as they are necessary for appropriate legal pursuit. This includes in any case the costs of two reminder letters at the customary market rate of currently at least € 20.00 per reminder, as well as one reminder letter from a lawyer commissioned with the collection. The assertion of further rights and claims remains unaffected.

5.3 In the event of payment default by the client, Designcoach can immediately make all services and partial services provided within the scope of other contracts concluded with the client due for payment.

5.4 Furthermore, Designcoach is not obliged to provide further services until the outstanding amount is settled (right of retention). The obligation to pay the fee remains unaffected.

5.5 The client is not entitled to offset their own claims against Designcoach's claims unless the client's claim has been recognized by Designcoach in writing or established by a court.

6. Ownership Rights and Copyright

6.1 All services from Designcoach, including those from presentations (e.g., suggestions, ideas, sketches, preliminary designs, scribbles, final drawings, concepts, negatives, slides), including individual parts thereof, remain the property of Designcoach, as do the individual deliverables and original drafts. They can be reclaimed by Designcoach at any time—especially upon termination of the contract relationship. By paying the fee, the client acquires the right of use for the agreed purpose. In the absence of an agreement to the contrary, however, the client may use Designcoach's services exclusively in Austria. The acquisition of usage and exploitation rights to Designcoach's services requires in any case the full payment of the fees invoiced by Designcoach for them. Until that point, any use by the client is based on a permission to use granted on a revocable basis.

6.2 Changes or adaptations of Designcoach's services, especially their further development by the client or by third parties active for them, are only permitted with Designcoach's explicit consent and—insofar as the services are protected by copyright—the consent of the author.

6.3 For the use of Designcoach's services that goes beyond the originally agreed purpose and scope of use, Designcoach's consent is required—regardless of whether this service is protected by copyright. Designcoach and the author are entitled to separate appropriate remuneration for this.

6.4 For the use of Designcoach's services or advertising materials for which Designcoach has developed conceptual or design templates, Designcoach's consent is also necessary after the expiration of the Designcoach contract, regardless of whether this service is protected by copyright or not.

7. Warranty

7.1 The client must report any defects in writing with a description of the defect immediately, in any case within eight days of delivery/performance by Designcoach, and hidden defects within eight days of their discovery; otherwise, any deviation in the service is deemed approved. In this case, the assertion of warranty and damage claims, as well as the right to contest for error due to defects, is excluded.

7.2 In the event of a justified and timely notice of defects, the client has the right to improvement or replacement of the delivery/service by Designcoach. Designcoach will remedy the defects within a reasonable period, whereby the client enables Designcoach to take all measures necessary for investigation and defect remedy. Designcoach is entitled to refuse improvement of the service if this is impossible or involves disproportionately high effort for Designcoach. In this case, the client is entitled to the statutory rights of rescission or reduction. In the event of improvement, it is the client's responsibility to carry out the return of the defective (tangible) item at their own expense.

7.3 The warranty period is six months from delivery/performance. The client is not entitled to withhold payments due to complaints.

8. Liability

8.1 In cases of slight negligence, liability of Designcoach for material or property damage to the client is excluded, regardless of whether it concerns direct or indirect damage, lost profit or consequential damage, damage due to default, impossibility, fault upon contract conclusion, or due to defective or incomplete performance. The existence of gross negligence must be proven by the injured party.

8.2 Claims for damages by the client expire in six months from knowledge of the damage; in any case, however, after three years from Designcoach's act of violation. Damage claims are limited in amount to the net order value.

9. Applicable Law

9.1 The contract and all mutual rights and obligations derived from it, as well as claims between Designcoach and the client, are subject to Austrian substantive law, excluding its referral norms and excluding the UN Sales Law.

10. Place of Performance and Jurisdiction

10.1 The place of performance is the registered office of Designcoach.

10.2 The court with subject-matter jurisdiction at Designcoach's registered office is agreed upon as the place of jurisdiction for all legal disputes arising between Designcoach and the client in connection with this contract relationship. Notwithstanding this, Designcoach is entitled to sue the client at their general place of jurisdiction.

11. Right of Withdrawal

11.1 If the client has concluded the contract as a consumer, they fundamentally have the right to withdraw from the contract within 14 days according to the following provisions:

11.2 The withdrawal period is fourteen days from the conclusion of the contract (signing of the offer by the client).

11.3 The right of withdrawal expires if the client has agreed that the contract performance should begin during the withdrawal period.

11.4 To exercise the right of withdrawal, the client must inform us by means of a clear declaration (e.g., a letter sent by post or an email) of their decision to withdraw from this contract. They can use the attached sample withdrawal form for this, which is, however, not mandatory.

11.5 To meet the withdrawal deadline, it is sufficient for the client to send the notice regarding the exercise of the right of withdrawal before the withdrawal period expires.

11.6 Consequences of effective withdrawal. If the client withdraws from this contract, Designcoach must repay all payments received from the client immediately and at the latest within fourteen days from the day on which the notice of withdrawal from this contract was received by Designcoach. For this repayment, Designcoach uses the same means of payment that the client used in the original transaction unless explicitly agreed otherwise with the client; in no case will the client be charged fees because of this repayment.

11.7 Sample withdrawal form (To withdraw from this contract, the client can fill out the following form and send it to Designcoach)