Terms and Conditions

1. SCOPE
1.1.
These General Terms and Conditions (GTC) apply to all offers and contracts for services provided by call us Assistance International GmbH, Waschhausgasse 2, A-1020 Vienna (hereinafter referred to as “call us”), in addition to its special terms and conditions.
1.2.
The services provided by call us are made available to the client under the following terms and conditions. These terms and conditions therefore also apply to future business relationships, even if they are not expressly agreed upon again. Any amendments, additions, or side agreements must be in writing to be valid. By signing an order or contract, or by placing an order with call us via fax or email, the client accepts these Terms and Conditions. The client accepts these terms—if not otherwise—by accepting the services.
1.3.
Any terms and conditions of the customer that conflict with or deviate from these Terms and Conditions shall not apply. They shall not apply even if call us does not expressly object to them, unless call us has expressly agreed to their validity in writing.
1.4.
In the event of any conflict between the provisions of these Terms and Conditions and the provisions of individual contracts, the provisions of the individual contracts shall take precedence.

2. OFFERS
Unless otherwise expressly agreed, all offers from call us are subject to change and non-binding.

3. FORMATION OF THE CONTRACT
The contractual relationship between the client and call us is established upon the signing of the contract, upon written confirmation of acceptance of the order by call us, or upon fulfillment of the order placed by the client.

4. SCOPE OF SERVICES
4.1.
The scope of the services to be provided by call us is set forth in the relevant order confirmation, in the relevant contract, and, if applicable, in the supplementary agreement or in the offer upon which the order is based.
4.2.
If there is reasonable suspicion that the client is misusing call us’s services, call us is entitled to suspend its services at any time.
4.3.
call us is entitled to have other service providers fulfill all or part of its contractual obligations.

5. THE CLIENT’S OBLIGATIONS TO COOPERATE
5.1.
The client shall promptly notify call us of any change in its name, registered office, billing address, or bank account information.
5.2.
The Client shall provide all necessary preliminary materials required for the performance of the contract, such as information, documentation, databases, computer applications, or other items, in a timely manner. The contracting parties shall agree on a schedule in a timely manner for any cooperation required on the part of the Client. Call us is entitled to compensation for additional expenses incurred due to delays caused by the Client.
5.3.
The Client shall immediately notify call us of any circumstances that come to its attention that could impair the quality of call us’s services, as well as of any defects in performance.

6. LEGALITY OF DATA TRANSFER
The Client warrants to call us that neither the provision nor the use of data will infringe upon any legitimate confidentiality interests or other rights of the data subjects, and agrees to indemnify and hold call us harmless in the event of any breach of this warranty.

7. CONSENT OF PARTICIPANTS / RECIPIENTS
The Client warrants that the legally required consents have been obtained for calls to subscribers and the sending of electronic mail to recipients, and agrees to indemnify and hold harmless call us in the event that this is not the case.

8. WARRANTY
8.1.
Events of force majeure (including strikes, lockouts, and similar circumstances, provided they are unavoidable, serious, and not attributable to call us) that make it significantly difficult or impossible for call us to provide the service entitle call us to suspend the fulfillment of its obligations for the duration of the hindrance and a reasonable start-up period for the resumption of services, or, if this appears feasible given the nature of the service to be performed, to postpone them.
8.2.
call us undertakes to maintain access to its services via telecommunications facilities so that authorized users may access the agreed-upon services, to the best of its operational and technical ability and within the agreed-upon timeframe, as continuously as possible. However, disruptions in call us’s own operations as well as those within the scope of responsibility of third parties cannot be entirely ruled out. Accordingly, call us does not guarantee uninterrupted availability of access.
8.3.
The warranty expires six months after the service is performed.

9. FEES
9.1.
The fee for the services ordered is based on the price agreed upon for each individual service. Any contract fees will be billed separately.
9.2.
Unless otherwise noted, prices are subject to applicable sales tax.
9.3.
It is expressly agreed that the service fee shall retain its value. The reference value shall be the final consumer price index figure for 2020 (CPI 2020) or any index replacing it, as announced for the month of September immediately preceding the contractually agreed start of the service or services; if the service begins in September of the current year, the reference value shall be the final CPI 2020 figure for September of that year. Fee adjustments shall take effect on January 1st of each year based on the increase in the index figure for September of the previous year compared to the index figure for September of the year before that. In the event that the index figure rises by more than 10% during the observation period, call us is entitled to adjust the fee even during the course of the year. Fees for services scheduled to begin in the last quarter of a year will be adjusted for the first time upon an increase in the index figure for the following January or upon exceeding the 10% threshold. The index figure used for a price adjustment shall serve as the new benchmark for future changes. A failure by call us to implement a price adjustment shall not be construed as a waiver of future price adjustments. A reduction in fees based on the application of the indexation provisions is excluded.
9.4.
In the event of changes to or the introduction of new statutory or other generally binding cost burdens, call us is entitled to adjust its prices accordingly. These adjustments, which may also affect contracts that have already entered into force, will be communicated to the contracting party in writing and will take effect one month after notification.

10. ACCOUNTING
Unless otherwise agreed, billing shall be performed as follows:
a)
flat-rate setup fees paid in advance at the start of the contract or upon agreement of the setup service,
b)
cost-based setup services on an ongoing basis as the setup services progress,
c)
a fixed monthly fee paid in advance,
d)
Service fees based on an annual contribution per beneficiary designated by the client, charged periodically (but no more frequently than monthly), subject to the prior submission of the beneficiaries’ data,
e)
Services billed monthly in arrears at a rate per transaction.
Reimbursement for third-party services that have been arranged or organized and paid for in advance is requested on a monthly basis.
The client agrees that invoices may be issued and sent to them electronically.

11. TERMS OF PAYMENT
11.1.
All invoices and claims for reimbursement from call us are due for payment within 14 days. The client may only set off claims against call us with claims that are undisputed or have been legally established.
11.2.
The client must raise any objections to claims in writing within two weeks of receipt. Failure to raise objections in a timely manner shall be deemed an acknowledgment of the claims.
11.3.
Payment of the amounts due must be made by bank transfer to the call us account provided to the customer.
11.4.
Refunds owed to the customer (e.g., due to overpayments, duplicate payments, etc.) will be credited to the customer’s billing account and applied toward the next payment due, unless the client provides other instructions.

12. LATE PAYMENT AND INTEREST
12.1.
In the event of late payment, call us is entitled—subject to the assertion of further damages resulting from the delay—to charge interest on arrears at the statutory rate (§ 456 UGB) plus VAT and collection fees. Furthermore, the client agrees to reimburse collection and debt recovery fees incurred by KSV, AKV, or a comparable company.
12.2.
Furthermore, in the event of late payment, following a written reminder and the expiration of a 14-day grace period, call us is entitled to suspend the provision of further services while maintaining the contract. This does not affect call us’s right to terminate the contract without notice in accordance with Section 14.3.

13. SECURITY DEPOSIT
In the event that circumstances arise or become apparent before or after the conclusion of the contract that cast doubt on the client’s creditworthiness, call us is entitled to demand payment in advance or the provision of a bank guarantee. In the event of refusal, call us is entitled to withdraw from the contract, to suspend the performance of further services if the contract is maintained, or to terminate the contract without notice in accordance with Section 14.3. A lack of creditworthiness may arise merely from the occurrence of a default in payment under the present, another existing, or a prior contractual relationship.

14. TERM OF THE AGREEMENT, TERMINATION, AND TERMINATION FOR CAUSE
14.1.
Unless otherwise agreed, contracts are entered into for an indefinite term. Unless otherwise agreed, a contract entered into for an indefinite term may be terminated in writing by either party with eight weeks’ notice to the end of a calendar month, but no earlier than three months after the contract’s commencement. Measures taken by the client that are likely to partially or completely restrict the number of business transactions for the contractor shall be deemed equivalent to termination.
14.2.
The effective date of the contract is the date specified in the order, notified, or agreed upon in the contract, or the date on which the services provided by call us are accepted.
14.3.
The contract may be terminated immediately and without notice for good cause. Good cause includes, in particular:
On behalf of the respective other party
• breach of contract and/or
• repeated material breach of the terms of the contract despite a prior warning and the granting of a 14-day grace period, and/or
• the dismissal of a request to initiate insolvency proceedings due to a party’s lack of assets sufficient to cover costs.
14.4.
Upon termination of contracts of indefinite duration, services rendered up to the date of termination will be billed, with periodic flat-rate fees for basic services being billed in full for each period that has begun. Services for which a periodic fee per beneficiary or similar has been agreed upon shall be billed pro rata in proportion to the time elapsed until the termination of the contract.
14.5.
If a fixed-term contract is terminated prematurely without good cause, the agreed compensation for the entire term of the contract becomes due.

15. LIABILITY
15.1.
call us is liable in accordance with statutory provisions for personal injury resulting from death, bodily injury, or harm to health. To the extent permitted by law, liability for compensation for consequential damages, loss of profits and interest, and damages arising from third-party claims against the client is excluded. The contractor is liable for property damage resulting from slight negligence up to EUR 1,000 per claim. In all other respects, liability for pure financial losses is limited to EUR 50,000 and for other damages to EUR 100,000 per claim. Claims for damages must be asserted within six months of becoming aware of the damage.
15.2.
To the extent that the Contractor’s activities involve the brokerage or procurement of services, its liability to the Client is limited exclusively to such brokerage or procurement activities. Any liability of call us for the careful selection of the service provider remains unaffected by the foregoing provision.
15.3.
call us shall not be liable for damages resulting from delays or defects in the performance of its services if such delays or defects are attributable to force majeure, acts of war, floods, riots, explosions, acts of terrorism, reprisals, restrictions on the free movement of persons and local transportation, labor disputes, natural disasters, radioactive contamination, seizures and orders by public authorities, pandemics, and similar events.
15.4.
call us shall not be liable for the accuracy of the content of data and communications that call us transmits to service recipients on behalf of the client, regardless of whether such data originates from the client or a third party. The client shall indemnify and hold call us harmless against any claims by third parties. The client shall also be liable for the legal validity of the assignment.
15.5.
Under no circumstances shall call us be liable for costs arising from misuse or false information provided by callers that could not be identified as such despite proper verification. In such cases, the client shall not assert any claim for recourse against call us.

16. PRIVACY POLICY
16.1.
call us complies with data protection regulations in accordance with legal requirements.
16.2.
call us is entitled to include the client’s name in its list of references.
16.3.
The client expressly agrees that, until further notice, call us may contact them by phone, fax, email, text message, and mail, also for advertising purposes.

17. CONFIDENTIALITY AND NON-DISCLOSURE
The contracting parties agree to treat as confidential and keep secret from third parties all business, operational, and professional information, as well as personal data, that becomes known to them in the course of the business relationship—provided such information is not publicly available or otherwise lawfully authorized for disclosure—both during and after the termination of the business relationship. Any disclosure, in particular the transmission, reproduction, or publication of information—even in part—including brochures, catalogs, offers, presentations, contracts, plans, reports, and the like, requires express written consent.

18. AKTENEINSICHT
call us agrees to provide the client, upon request and on a case-by-case basis, with copies of complete business files for review. In addition, following timely prior notice, the client has the right to review all files from the current and previous calendar year at call us’s office premises during normal business hours.

19. LOYALTY
The contracting parties agree to maintain mutual loyalty. They shall refrain from poaching or employing, including through third parties, any employees of the other contracting party who have worked on the fulfillment of the orders, both during the term of the contract and for 12 months following its termination. The contracting party in breach of this provision shall be obligated to pay lump-sum damages in the amount of one year’s salary of the employee. Translated with DeepL.com (free version)

20. JURISDICTION AND GOVERNING LAW
20.1.
The place of jurisdiction for all disputes arising from the contractual relationship is Vienna.
20.2.
All legal relationships between the parties shall be governed exclusively by the laws of the Republic of Austria applicable to legal relationships between domestic parties, to the exclusion of the applicability of private international law and the United Nations Convention on Contracts for the International Sale of Goods.

21. MISCELLANEOUS
21.1.
Changes to the Terms and Conditions will be communicated to the customer in writing (e.g., by mail, fax, or email) at least four weeks before they take effect and will become effective with respect to an existing contractual relationship unless the customer objects to the new terms in writing within two weeks of receiving the notice.
21.2.
If any provision of the contract or these Terms and Conditions is or becomes invalid in whole or in part, or if the contract is incomplete, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally permissible provision that most closely approximates the economic intent and purpose of the invalid provision in a legally valid manner. The same applies to any gaps in the contract.
21.3.
If these Terms and Conditions or the provisions of a contract require written notice, such notice may be sent by mail, fax, or email. In the event of a dispute, the sender must provide proof of receipt. The timeliness of a notice is determined by the date of receipt by the recipient.
21.4.
call us reserves the right to use newer or different technologies, systems, processes, or standards than those initially offered in order to provide the services, in line with technological advancements, provided that this does not result in any disadvantage to the customer.
21.5.
The sale of individual business units of call us or a change in ownership does not constitute grounds for a special right of termination.

22. ENTRY INTO FORCE
These Terms and Conditions of call us will take effect on January 1, 2025.