General Terms & Conditions (B2B)

1. Scope and Applicability

These General Terms and Conditions (GTC) apply to all consulting services, disruptive transformation projects, AI agents, and digital products provided by RE-ACT e.U. / Mag. Ruth Pauline Wachter ("Contractor") to its clients ("Client"). We exclusively serve other businesses (B2B). By engaging our services, the Client confirms they are acting in a commercial or self-employed professional capacity. Consumer protection laws do not apply.

Any conflicting, varying, or additional standard terms and conditions of the Client (such as purchasing or procurement terms) are explicitly rejected and shall not become part of the contract, even if the Contractor does not expressly object to them in individual cases or performs the services without reservation.

2. Nature of Services & Entrepreneurial Risk

The Contractor provides high-level management consulting, strategic advisory, and AI-supported solutions aimed at scaling and disruptive reorganization. The Contractor performs these services to the best of their knowledge and ability based on current industry standards. However, the Client acknowledges that business transformations inherently carry significant operational and financial risks.

The Contractor acts solely as an advisor and facilitator and does not guarantee any specific economic outcomes, revenue targets, or successful market scaling. All strategic business decisions, the implementation of recommended measures, and the resulting economic outcomes remain the sole responsibility and entrepreneurial risk of the Client. Under Austrian law, this agreement constitutes a contract for services (Dienstvertrag), not a contract for a guaranteed specific result (Werkvertrag).

3. Artificial Intelligence (AI) & Digital Products

The Contractor develops and utilizes AI agents to support the Client’s business processes. The Client acknowledges and agrees to the following regarding AI technologies:

• Probabilistic Nature: AI systems operate based on probabilities. We cannot guarantee that AI outputs will be entirely flawless or free of anomalies ("hallucinations").
• Human Oversight: AI outputs are intended to augment, not replace, human judgment. The Client is solely responsible for reviewing and approving any AI-generated strategy or action before applying it.
• Data Input & Compliance: The Client is responsible for ensuring they have the legal right (including GDPR compliance) to share any data inputted into the AI systems provided by the Contractor.

4. Delivery Modes & Client Obligations

Delivery may occur remotely, on-site, or in a hybrid format. Unless explicitly stated otherwise, reasonable travel and accommodation expenses for on-site services will be billed to the Client. The Client agrees to provide all necessary information, system access, and resources required for the Contractor to perform the services. Delays caused by a lack of Client cooperation may result in timeline adjustments.

5. Intellectual Property (IP)

Upon full payment, the Client receives a non-exclusive, non-transferable right to use the provided digital products, concepts, and AI outputs for their intended internal business purposes. The Contractor retains all underlying Intellectual Property rights to their pre-existing tools, methodologies, frameworks, and the core architecture/code of the AI agents.

6. Fees, Payment Terms & Taxes

All fees are quoted net of Value Added Tax (VAT). For cross-border B2B transactions within the EU, the Reverse Charge mechanism applies, provided the Client supplies a valid VAT ID. Invoices are payable within 14 days of receipt without deduction.

7. Limitation of Liability

The Contractor’s liability for damages—regardless of the legal grounds—is limited to cases of gross negligence and willful misconduct. Liability for slight negligence, indirect damages, lost profits, loss of data, business interruption, or any financial losses arising from reorganizational friction or failed transformation initiatives is explicitly excluded. The total liability per claim is strictly capped at the total net fee paid by the Client for the specific project phase in which the damages occurred.

8. Confidentiality

Both parties agree to treat all business secrets, technical knowledge, and sensitive information exchanged during the cooperation as strictly confidential, both during and after the term of the agreement.

9. Governing Law and Jurisdiction

These GTC and all contracts concluded under them are governed exclusively by Austrian law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising from or in connection with this relationship shall be the competent court at the Contractor’s registered seat in Austria.