Terms & Conditions

1. Scope of application and validity

These General Terms and Conditions (hereinafter referred to as “GTC”) of Mayer Vertriebs GmbH, Sieveringer Straße 18/14, 1190 Vienna, FN 583337z (hereinafter referred to as “MAYER”) in the version valid at the time of conclusion of the contract shall apply to all contractual agreements concluded between MAYER and commercial / entrepreneurial customers (hereinafter referred to as “Customer”). These GTC are available on the MAYER website at www.mayervertrieb.com/allgemeine-geschaeftsbedingungen and can be printed and saved as a PDF from any page. With the signed return of the offer by the customer, the customer expressly agrees to these GTC. These GTC shall apply to all future transactions, i.e. contractual agreements concluded between MAYER and the customer, even without a further express agreement.

2. Contract language, applicable law, place of jurisdiction and place of performance

The contract language is German. All other information and transactions are offered in German. These GTC and the contracts to be concluded including these GTC are subject to Austrian substantive law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

The exclusive jurisdiction of the competent court in Vienna is agreed. The place of performance shall be the registered office of MAYER.

 

3. Object of the company

MAYER operates B2B sales & consulting with a focus on telephone marketing. MAYER generates leads from third parties. With these, MAYER attempts – after prior consultation with the customer – to arrange appointments between MAYER’s customers and potential customers of MAYER’s customer via telephone marketing. This is done on the basis of the weekly hours package (10, 20 or 40 hours) to be agreed with the customer, a standardized conversation guide and sales scripts.

MAYER assumes no guarantee and / or liability for the realization of such appointments – not even in what number – as well as that the customer of MAYER actually acquires new customers through MAYER.

4. Conclusion of contract, fee and payment options

4.1

MAYER’s offers are subject to change. Printing and typesetting errors reserved. MAYER shall submit an offer to the customer following an inquiry. This offer shall be accompanied by the present General Terms and Conditions. The contract shall become legally effective upon the signed return of this offer by the customer to MAYER. The start of telephone marketing by MAYER shall be recorded in the offer.

Information provided in catalogs, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media (information material) about the services offered by MAYER that are not attributable to MAYER shall be non-binding, unless MAYER has expressly declared them to be part of the contract in writing.

4.2

The fees quoted by MAYER (including in any cost estimates) are always exclusive of VAT or value added tax.

Unless a discount has been expressly agreed, the customer shall not be entitled to deduct a discount. The fee shall become due immediately upon MAYER’s provision of the service to the Customer, unless otherwise agreed in writing in the offer. MAYER shall be entitled to demand (fee) advances from the Customer at any time; otherwise MAYER reserves the right to withdraw from the contract – having previously set a grace period. Insofar as the services provided by MAYER are not covered or compensated for in the (flat-rate) fee or in the quotation, these shall be invoiced separately to the customer, whereby MAYER shall inform the customer of this in advance. Cash expenses shall always be borne by the customer or shall be reimbursed to MAYER by the customer.

 

4.3

MAYER accepts the following payment methods:

• Sepa direct debit mandate

The data/authorization sheet to be completed and signed by the customer (customer’s account details) for the Sepa direct debit mandate shall be sent to the customer together with the offer from MAYER. After the signed return, the customer will then receive a corresponding invoice from MAYER.

• Invoice

The customer shall receive the transfer data separately from MAYER after conclusion of the contract with a payment term of 14 days, unless otherwise agreed in writing.

In the event of late payment, interest on arrears shall be charged from the due date of the claim at the statutory rate, i.e. currently 9.2% above the respective base interest rate of the Austrian National Bank. Furthermore, in the event of late payment, compensation for collection costs within the meaning of § 458 UGB (Austrian Commercial Code) will be charged. Any further (statutory) claims shall remain unaffected. Any complaint about MAYER’s performance shall not entitle the client to withhold the fee due to MAYER. Offsetting one’s own claims against MAYER’s claims shall not be permitted unless the claim is undisputed or has been legally established or is not related to the Customer’s liabilities.

5. Termination, waiver of termination and withdrawal

5.1

The contract concluded between MAYER and the customer may be terminated in writing by either party to the contract to the last day of the month, subject to a notice period of one month, whereby the timely dispatch of the notice period shall be sufficient for compliance with the notice period.

In this respect, the respective addresses – including e-mail addresses – of the contracting parties at the time of conclusion of the contract shall apply, unless the other contracting party has been demonstrably notified in writing.

The start of the notice period shall always be the start of MAYER’s telephone marketing according to the offer. MAYER and the customer therefore waive the right to terminate the contract until the start of telephone marketing by MAYER according to the offer.

5.2

However, MAYER shall be entitled to withdraw from the contract – with a prior deadline of 14 working days – if MAYER is prevented from performing the service(s) for reasons for which the customer is responsible, if this is impossible or if it is further delayed despite the setting of a grace period to such an extent that there are justified concerns about the customer’s creditworthiness and payment morale. 

6. Scope of services and service description

6.1

The commencement of the service(s), in particular telephone marketing, the scope and type of performance of the relevant service(s) by MAYER shall be governed by the contract concluded with the Customer and these General Terms and Conditions. Subsequent amendments, supplements, etc. shall always require the written consent of MAYER; the same shall also apply to any waiver of the written form requirement itself. The passing on and/or distribution of MAYER’s services (including lead lists, reporting folders, meeting guidelines, sales scripts, etc.) to third parties is only permitted with MAYER’s prior written consent.

Unless otherwise agreed in the contract concluded with the customer, onboarding (online meeting with the customer), calendly (uncomplicated, illustrative booking of appointments), approval of the sales script, definition and approval of the target group in view of the leads to be generated and discussed with the customer and – after the start of telephone marketing – quarterly reporting shall take place within a reasonable period of time after the contract has been legally concluded. Unless otherwise agreed in writing in the offer, this is done before the start of telephone marketing. Reference is also made to point 3.

6.2

The deadlines and dates specified by MAYER shall always be non-binding and shall only be regarded as guidelines unless they are expressly declared as binding in writing – in the offer. Further details can be found in the offer.

Any non-compliance with a binding deadline and / or date shall not entitle the customer to cancel the contract, but the customer shall set MAYER a reasonable grace period of at least 14 working days in writing. The period shall commence upon verifiable receipt of the grace period by MAYER, whereby the customer shall bear the risk of receipt. The Customer shall only be entitled to withdraw from the contract due to default after fruitless expiry of the grace period, whereby MAYER shall only be obliged to pay damages etc. to the Customer in this respect in the event of gross negligence or intent on the part of MAYER.

If the customer is in default (e.g. failure to provide employees on time, other  information, etc.), the agreed binding deadline shall be postponed by at least the extent of the customer’s delay. In this respect, the customer shall not be entitled to any claims whatsoever against MAYER. However, MAYER reserves the right to assert claims against the customer.

If no deadline and/or date has been agreed, MAYER shall provide the service within a reasonable period of time after prior consultation with the customer.

7. Duty to inform and confidentiality obligation

The customer must truthfully provide MAYER with all information and facts necessary for the provision of services. Changed circumstances, in particular changes to the customer’s data (name, address, e-mail) should be brought to MAYER’s attention without delay; otherwise the customer accepts and agrees that he will suffer disadvantages for which MAYER is in no way responsible.

Both MAYER and the Customer undertake to maintain absolute confidentiality towards anyone – with the exception of MAYER’s and the Customer’s own employees and persons who are necessary for the performance of the contract – regarding information, data etc. obtained on the basis of the business relationship/contract between MAYER and the Customer, even beyond the contractual relationship.

8. Author

All services rendered by MAYER and all contents of MAYER as well as the texts etc. created by MAYER itself (e.g. reporting folder, discussion guide, sales scripts etc.) are protected by copyright and MAYER is exclusively entitled to the copyright. Any disclosure to third parties or any other use, publication, reproduction, processing, modification other than that relating to the contract with the Customer shall only be permitted to the Customer with MAYER’s prior written consent. This shall also apply to any repeated (further) use and / or modification. In the event of infringement of copyrights, the relevant provisions, in particular copyright law, shall apply. In addition, a penalty of twice the gross fee shall be deemed agreed.

MAYER has an exclusive right of use or a license to use lead lists, images, logo, graphics and CI and therefore any use, publication, reproduction, processing, modification, etc. of any kind by the customer is also exclusively prohibited.

9. Warranty 

The warranty is to be understood as MAYER’s statutory liability for defects that the service has at the time the service is provided to the customer. Defects that only occur at a later date are not covered by the warranty. In the event of a warranty claim, MAYER shall be entitled to repair or replace the goods. The Customer shall only be entitled to demand a price reduction or rescission (complete annulment of the contract) if the improvement or replacement is impossible or would involve disproportionately high costs for MAYER or if MAYER is unable to comply with the request for replacement or improvement or is unable to do so within a reasonable period of time.

The customer must inspect the service for completeness and compliance with the contract immediately after execution or as soon as he becomes aware of it. Obvious defects must be reported in writing and with a detailed description of the defect immediately after execution or from the time of knowledge, defects recognizable during a proper inspection within 8 days after execution or from the time of knowledge, other defects within one week after their discovery. If no complaint is made, acceptance shall be deemed to have taken place and any warranty shall be excluded. In the event of a proper complaint, the provisions of warranty law shall apply. A warranty period of six months shall be deemed agreed.

10. Liability

MAYER is expressly not liable for a certain success or guarantees a number of appointments with potential customers of MAYER’s customer or even new customers and in any case only for gross negligence of duty and at most up to the fair market value of the service. 

MAYER therefore assumes no guarantee and / or liability for the realization of such appointments – not even in what number – and that MAYER’s customer actually acquires new customers through MAYER.

Liability for slight negligence is excluded. In addition, MAYER shall only be liable for typical and foreseeable damages, i.e. for damages that could reasonably be expected to occur at the time of conclusion of the contract according to the circumstances known at that time. Claims arising from (consequential) damages as well as from damages for which the customer can obtain insurance cover or which are controllable by the customer, from other indirect damages and losses or loss of profit as well as generally financial losses, in particular from defective, omitted or delayed performance, are expressly excluded. The claims for damages to which the customer is entitled in accordance with the above provisions shall lapse within six months of knowledge of the damage and the damaging party.

11. Force Majeure

Force Majeure or other unforeseen obstacles in the sphere of MAYER releases  MAYER from compliance with the agreed obligations. In particular, operational and traffic disruptions, improper performance by subcontractors, transport interruptions or production stoppages as well as delays at MAYER’s contractors, pandemics, epidemics, etc. shall also be deemed force majeure; for the duration of the aforementioned hindrance, MAYER shall be released from its obligation to perform without the Customer being entitled to a price reduction or other compensation.

12. Severability clause

The invalidity of a provision of these GTC shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by an economically equivalent or similar provision, i.e. one that comes closest to the meaning and purpose of the invalid provision, but is permissible.

13. Final provisions

Amendments and supplements to the GTC as well as verbal or written (ancillary) agreements that deviate from the content of these GTC shall only become effective upon written confirmation by MAYER; this shall also apply to the waiver of the written form requirement itself. MAYER expressly objects to any general terms and conditions etc. of the customer. General terms and conditions submitted by the Customer that deviate from these GTC shall not be valid unless MAYER has expressly agreed to their validity in writing.