General terms and conditions

valid from 28.11.2018

I. Validity and scope

1.1. For the business of RAM Consulting GmbH - hereafter referred to as "RAM" - the following terms and conditions apply exclusively. These terms and conditions are binding for all present and future business dealings with RAM, without the need for any further agreement. All services of RAM are exclusively based on these terms and conditions.

1.2. The general terms and conditions are available in their current version at RAM for inspection and can be accessed on the website at www.ram.at. RAM reserves the right to change these terms and conditions at any time without prior notice.

1.3. Deviating conditions or supplementary regulations (for example General Terms and Conditions of Business, Purchase or Payment) of the customer are not applicable. They also do not apply even if they are not explicitly contradicted at the conclusion of the contract.
Deviating conditions or additional regulations will only become part of the contract if they have been expressly confirmed in writing by RAM.

1.4. Subsidiary agreements, reservations, amendments and additions to these terms and conditions and other contracts with RAM require written form in order to be valid.

1.5. Should individual provisions of these General Terms and Conditions be ineffective, this shall not affect the liability of the remaining provisions and the contracts concluded on their basis. The ineffective provision is to be replaced by an effective one that comes closest to its purpose.

II. Offer and contract, quotation

2.1. Basis for the conclusion of the contract is the respective offer of RAM or the order of the customer, in which the scope of services and the remuneration are recorded. Offers from RAM are always non-binding and without obligation, unless they are expressly designated as binding.

2.2. If the customer places an order, then he is bound to it for 2 weeks beginning with its receipt by RAM. The contract is concluded by the acceptance of the order by RAM. The acceptance must be made in writing (e.g. by signing a framework project agreement).

2.3. With regard to restaurants and programmes, the customer must provide RAM with a binding invoice confirmation of the number of participants no later than three working days before the event, otherwise the customer will indemnify and hold RAM harmless in respect to any damages and disadvantages.

2.4. Cost estimates of RAM are non-binding and against payment. An estimate is made by RAM to the best of our knowledge, but no guarantee is given for the accuracy. Should there be cost increases of more than 15% after placing the order, RAM will inform the customer accordingly. The cost overrun is deemed approved by the customer if the customer does not object in writing within 4 days of this notice. For cost overruns of less than 15%, a separate note is not required, and RAM may charge these costs to the customer.

III. Confidentiality / intellectual property

3.1. Project concepts, event ideas, plans, sketches, cost estimates and all other papers and documentation created, contributed entirely or partially by RAM remain the intellectual property of RAM.

3.2. The use of such documents outside the agreement and intended use, in particular the passing on, duplication, publication and the "making available" - including partial copies - requires the explicit written agreement of RAM.

3.3. The customer further undertakes to keep secrecy of the business and trade secrets which may have been derived from the business relationship.

IV. Scope of services, duties of cooperation

4.1. The obligation to perform services by RAM begins at the earliest, when the customer has created all conditions for execution, which were circumscribed in the contract or in information passed to the customer prior to the signing of the contract, or that the customer had to know due to knowledge or experience.

4.2. The scope of the services to be provided results from the order of the customer or the service description or the information in the contract with the customer. Subsequent changes to the service content must be in writing.

4.3. Reasonably justified minor changes in the performance of RAM are deemed to have been approved by the customer in advance.

4.4. Substantially justified partial deliveries and services are permitted and may be invoiced separately by RAM.

4.5. With the delivery "ex works", delivered goods are considered accepted.

4.6. RAM is entitled to pass on the order partially or in its entirety to subcontractors. The subcontractors are commissioned either on behalf of RAM or on behalf of the customer, but in any case, for account of the customer.

4.7. The customer has the possibility to check all services RAM services (especially all preliminary drafts, sketches, final drawings, etc.) before placing the order and to announce any requests for changes. By placing an order, all services to be rendered by RAM are considered approved by the customer.

4.8. The customer will promptly provide RAM with all information and documentation necessary to perform the service. He will inform RAM of all events that are relevant to the execution of the order, even if these circumstances become known only during the execution of the order. The customer is responsible for the additional effort that results from RAM having to repeat or delay work due to incorrect, incomplete or subsequently changed information by the customer.

4.9. The customer is further obliged to check the documents provided for the execution of the order for possible existing rights of third parties (e.g. copyrights). In particular, the customer guarantees the legal admissibility of the use of his provided documents and will indemnify and keep RAM completely harmless. RAM initiates an external legal review only at the written request of the customer; the customer has to bear the associated costs.

V. Due dates

5.1. Specified delivery or service periods are, unless expressly agreed to as binding, only approximate and non-binding. Binding appointments must be recorded in writing or confirmed by RAM in writing.

5.2. If the performance of RAM is delayed for reasons for which RAM is not responsible, such as unavoidable or unpredictable events (force majeure), in particular delays in contractors of RAM or circumstances attributable to the customer, in particular due to the breach of the obligation to cooperate, the contractual obligations will be suspended for the duration and the extent of the hindrance and the deadlines will be extended accordingly. The same applies if the customer is in default with his obligations to fulfil the order (e.g. provision of documents or information). In this case, the agreed date will be postponed at least to the extent of the delay. If such delays persist for more than 1 month, the customer and RAM are entitled to withdraw from the contract.

5.3. This does not affect the customer's right to withdraw from the contract in the event of delays that make binding to the contract unreasonable. The customer is entitled to a resignation from the contract due to the delay of the fulfilment of the contract by RAM only after setting a reasonable grace period of at least 2 weeks. The extension of the grace period must be made in writing by recommended letter with simultaneous threat of withdrawal.

5.4. An obligation to pay damages from the title of default exists only in case of intent or gross negligence of RAM.

VI. Prices and terms of payment

6.1. Prices are always stated in EURO. The statutory sales tax will be invoiced additionally in the respectively valid amount. The quoted prices are "ex works". Packaging, transport, loading and shipping costs, customs and insurance are at the expense of the customer.

6.2. RAM is entitled to charge the (partial) services rendered in partial invoices. In the case of partial payments, a payment default occurs, even if only a partial payment is not made at the due date or not in full. With the loss of the deadline, the entire outstanding balance is due for payment immediately. The respective (partial) invoice amounts are due within 14 days from the date of issue of the invoice.

6.3. Unless otherwise agreed, the fee for RAM arises for each individual service as soon as it has been provided. However, RAM is entitled to demand advance payments as follows to cover the costs:

  • 20% of the estimated total amount after order confirmation,
  • 40% of the estimated total amount 3 months before the service is provided;
  • 30% of the estimated total amount 3 weeks before the service is provided,
  • 10% balance immediately after receipt of the invoice and after performance of the service.

6.4. For projects / groups whose total turnover is less than EUR 40,000, RAM charges a daily rate of EUR 660 for "Project Management" and assistance during the stay. For projects / groups with less than 30 participants or whose total turnover is less than EUR 20.000, -, RAM charges a daily rate of EUR 660, - for "Project Management" and assistance during the stay, as well as a processing fee of EUR 50, - charged per person for communication and coordination.

6.5. All services provided by RAM that are not expressly compensated by the agreed fee will be remunerated separately. All RAM cash expenditures are to be reimbursed by the customer. In particular special expenses, which are desired by the customer during an event, can be billed separately by RAM. For this, RAM charges a fee of 10% of the total.

6.6. In case of pre-carriage, RAM will make its time available and for any transfers its company car free of charge. Expenses incurred during the pre-carriage will be charged to the customer without any additional charge. RAM will also endeavour to obtain special conditions from suppliers.

6.7. In the case of delays in payment, default interest incurs in the amount of 12% above the base rate plus EUR 40, - processing fee. Furthermore, in the event of payment default, the customer agrees to reimburse RAM the dunning and collection charges incurred, insofar as these are necessary for proper legal rights assertion. RAM expressly reserves the right to assert further damage caused by delay.

6.8. If the customer is in default of payment within the framework of other contractual relationships with RAM, RAM is entitled to cease the fulfilment of its obligations under this contract until fulfilment by the customer. RAM is in this case also entitled to declare all claims from services already rendered from the ongoing business relationship with the customer due and immediately payable.

6.9. If the payment period is exceeded, benefits granted, such as discounts, etc., shall be forfeited and will be added to the invoice.

6.10. The customer undertakes to bear all costs and expenses associated with the collection of the claim, in particular collection charges or other costs necessary for an appropriate legal rights assertion.

6.11. The customer is not entitled to offset own claims against claims of RAM. A right of retention of the customer is excluded.

VII. Termination of contract

7.1. Terminations of orders must be made in writing. The timeliness of termination is determined by the time of arrival at RAM. In the case of a notice of termination, unless otherwise agreed in a written contract, the following cancellation fees will be charged:

Up to 3 months before event:
Reduction:      25% of the estimated total amount, in addition, 20% cancellation fee of the total cost
Cancellation:  25% of the total cost

Up to 2 months before event:
Reduction:      15% of the estimated total amount, in addition, 45% cancellation fee of the total cost
Cancellation:  50% of the total cost

Until 1 month before event:
Reduction:      10% of the estimated total amount, in addition, 50% cancellation fee of the total cost
Cancellation:  60% of the total cost

Until 1 week before event:
Reduction:        5% of the estimated total amount, in addition, 75% cancellation fee of the total cost
Cancellation:  90% of the total cost

Less than 1 week before event:
No refund

The right to compensation for further damages remains unaffected.

7.2. Termination after commencement of an order is not permitted. RAM is entitled to withdraw from an order if changes in the solvency of the customer occur between the submission of the offer and its execution or if circumstances become known which call into question the solvency of the customer. In such a case, RAM reserves the right to make due immediately all other services already rendered.

7.3. RAM is particularly entitled to withdraw from the contract with immediate effect if there is good cause. An important reason exists in particular if

  • execution of the service is impossible for reasons for which the customer is responsible or is delayed further, despite setting a grace period of 14 days;
  • there are legitimate concerns about the creditworthiness of the client and the latter does not make any advance payments at the request of RAM, nor does it provide adequate security before the Agency's performance;
  • cooperation is made impossible due to different views or philosophies.

VIII. Retention of title

8.1. The goods delivered or otherwise handed over by RAM remain the property of RAM until full payment of all obligations under the contract.

8.2. A resale is only permitted if RAM has been informed of this in good time beforehand stating the name and exact address of the buyer and RAM agrees to the sale in writing. In the case of written approval, the customer's purchase price claim is already deemed assigned to RAM and RAM is authorized at any time to notify the third party debtor of this assignment.

8.3. If the customer is in default of payment, RAM is entitled, with the provision of a reasonable period of grace, to demand the reserved goods.

8.4. The customer shall immediately notify RAM of the commencement of insolvency proceedings concerning their assets or the seizure of the reserved goods; Any costs incurred in asserting the claims of RAM shall be reimbursed by the customer. RAM is furthermore entitled to enter the site of the reserved goods - insofar as reasonable for the customer (e.g. during normal business hours) - and to take possession of the reserved goods in order to sell or auction them to the best possible value without affecting payment and other obligations by the purchaser.

8.5. The assertion of the retention of title is only a withdrawal from the contract if this is explicitly stated.

IX. Copyright

9.1. All RAM services, as well as the individual workpieces and design originals, remain the property of RAM and can be claimed back by RAM at any time, in particular at the termination of the contractual relationship. By paying the fee, the customer acquires the right of use for the agreed purpose. In any case, the acquisition of rights of use or exploitation of RAM services requires the full payment of the fee invoiced by RAM.

X. Warranty

10.1. The warranty is governed by the statutory provisions. In the case of legitimate defects, the customer is primarily entitled only to the right to improve or exchange the service by RAM, for which a reasonable period is to be granted. RAM is entitled to refuse to improve performance if it is impossible or if RAM incurs a disproportionate effort.

10.2. Minor or other modifications to the performance obligation that are reasonable for the customer are deemed to be approved in advance.

10.3. Any defects arising must be reported and justified in writing no later than 2 days after the performance by RAM. If the notice of defects is not filed properly and in due time, the service is deemed to have been duly accepted and approved, unless it is a defect that was not identifiable by examination within the aforementioned period. Such defects shall be reported immediately upon discovery, otherwise the performance shall be considered as approved also in view of this defect. The assertion of warranty or damage claims as well as the right to contest due to error due to defects are excluded in these cases.

10.4. The examination of the goods by sampling only shall not be considered a proper examination.

10.5. RAM is liable for damages in all relevant matters only in case of intent or gross negligence. Liability expires within 6 months after having gained knowledge.

10.6. The liability of RAM is limited in amount with the order value exclusive of taxes.

XI. Liability

11.1. RAM is liable only for intentional and grossly negligent caused damage, except for personal injury. Liability for slight negligence is excluded. Any liability is limited to typically foreseeable damages to the customer and is limited in amount to the contractually agreed and payable compensation for the underlying services. In any case, liability for lost profits, indirect and consequential damages shall not be accepted. Any other claim for damages can only be asserted in court within six months after the claimant has become aware of the damage, but at the latest within two years after the purchase of the goods.

11.2. RAM provides the services with the utmost care but is not liable for the services provided by third parties or purchased by third parties.

XII. Final provisions

12.1. Should one or more provisions of these Terms and Conditions be ineffective, the validity of the remaining provisions shall not be affected thereby.

12.2. The contract is governed by Austrian law, excluding the conflict of law rules and the UN Sales Convention.

12.3. For any disputes arising out of or in connection with this contract, the exclusive jurisdiction of the court competent for commercial matters in terms of substance and value for Vienna, Inner City is agreed.

12.4. All news, graphics and the design of the website are for personal information only and are protected by copyright.

12.5. Place of fulfilment is the seat of RAM.