Global Rail Trust Ibérica S.L. – Terms & Conditions

General Terms & Conditions for our Consultancy services

1. General

These General Conditions are applicable to all offers and services (“Services”) provided by Global Rail Trust Ibérica (“GRTIB”) to its (potential) customers (“Customers”). The Conditions shall override any contradicting or additional terms contained in or referred to in documents or correspondence from the Customer, including in particular any general terms and conditions of purchasing of Customer. All contracts, amendments or alterations thereof, as well as any amendments or alterations of the Conditions must be agreed upon in writing.

2. Basis of Quotations

Quotations of GRTIB are based on the information that was submitted by Customer. Customer guarantees to have, according to its best knowledge, provided all essential information required by GRTIB for the performance of the Services. Unless agreed otherwise in writing any estimate of cost given by GRTIB shall be non-binding.

3. Information and Cooperation

Customer makes any and all information and documents that might be of importance in connection with the performance of the Services available to GRTIBGRTIB is entitled to assume the information and documents are correct and complete unless it is obvious that they are not.
Customer also ensures that its employees will support GRTIB in the provision of the Services. To the extent necessary for the performance of the Services, Customer will also provide business infrastructure to GRTIB (eg a separate work room at Customer’s premises with internet and telephone connection) free of charge.

4. Team

GRTIB may change the composition of the consultancy team. The change in composition may not reduce the quality and timing of the provision of Services.

5. No solicitation

Neither party may, during the provision of the Services, or within one year upon conclusion of a project, hire the other party’s personnel or start negotiations on this subject without the other party’s agreement.

6. Rates

GRTIB´s prices are net, exclusive inter alia of (public) charges, e.g. customs, taxes, in particular Value Added Tax (VAT). All other costs, e.g. packing, shipment and insurance will be paid by Customer unless otherwise agreed in writing.
Unless expressly agreed otherwise, expenses such as costs of traveling or overnight stays may be added to the agreed rates.

7. Annual rate increase

Rate increases may occur, unless specifically agreed otherwise, at the beginning of each year. Rate increases may in particular be based on an increased level of expertise of staff assigned to the project as well as on the national development of wages, taxes and non-wage labour costs.

8. Conditions of payment

Payment shall be due within four weeks upon receipt of GRTIB’s invoice, irrespective of the time of provision of Services, without any deductions, in the agreed currency, free to GRTIB´s accounts. Customer shall promptly provide GRTIB with its VAT ID (value-added-tax identification number) as well as any other details necessary to issue an invoice.

The monetary offset of counter claims, or the retention of payments, also in connection with the enforcement of warranty or any other claim, shall not take place.
In case of late payment, default interest in the statutory, but at least at a rate of 4% above the base rate applicable from time to time, shall be paid; this shall not affect any statutory claims over and above such interest (e.g. sec. 1333 of the Austrian General Civil Code [ABGB]).

9. Modifications

Requests from Customer to extend or to modify the approach, methodology or scope of the project or any relevant steps, including the timing of project related work, may lead to an increase of fees and costs and in any case require GRTIB’s prior approval.

10. Time of delivery

GRTIB shall use its best efforts to adhere to the time of delivery as agreed upon.
Force Majeure and other obstructions beyond GRTIB’s control, shall in any case extend the time of delivery, or entitle GRTIB to rescind the contract without thereby creating cause for any claims against GRTIB.

11. Termination of contract

a. The parties may terminate the contract for the following important reasons with immediate effect:

i) If insolvency proceedings are instituted with respect to the assets of the other party, or if a petition for opening such proceedings is rejected because of lack of sufficient assets to cover the costs of the proceedings, or if the conditions for the institution of such proceedings or the dismissal of such a petition are met.
ii) If the other party has violated any confidentiality obligation.
iii) If the continuation of the contract is unacceptable for other material reasons.

b. GRTIB may also terminate the contract with immediate effect for the following reasons:

i) If it should emerge that the Customer’s economic or financial position is stated to be unfavourable by any society for creditor protection etc.
ii) If Customer in spite of repeated request does not fulfil his obligations of cooperation according to this contract, e.g. if necessary technical details are not provided.
iii) If Customer does not comply with his payment obligations and is in default with his payments despite reminder by e-mail for a period of at least 30 calendar days;
iv) If GRTIB decides to cease the provision of the Services generally.

In case of termination of the agreement, GRTIB is entitled to all fees and costs accrued prior to the date of termination.
In case of a cancellation of Services by Customer, outside the scope of the above-mentioned termination rights, GRTIB is entitled to compensation of any loss caused by this cancellation, including lost profits.

12. Warranty and liability

GRTIB will perform the Services according to its best efforts and the basis of scientific standards and its experience. GRTIB does not warrant the achievement of a certain result, a commercial value of a certain result or that a result can be used for a certain purpose.
The maximum aggregate liability of GRTIB to Customer (including Customer’s affiliates, customers, employees and advisors) for any and all claims related to Services being subject to these Conditions (including but not limited to breach of contract, indemnification claims or tort claims) shall – to the extent permitted by applicable law – be limited to the actual damage (therefore not including consequential damages, lost profits or pecuniary losses) and in the aggregate not exceed the higher of EUR 50,000 or the contract value relating to the respective order. Claims for damages due to failure to fulfil, or delayed fulfilments, or claims caused by GRTIB’s slight negligence are excluded. 

13. Confidentiality

Any information, in whatever form, which is either marked as confidential or confidential by nature made available to the parties by each other may be used for the performance of the contract only. Further confidentiality obligations remain unaffected.

14. Intellectual Property

Subject to payment of the agreed fees, work products delivered by GRTIB may be used by Customer for the agreed purpose.
GRTIB remains the sole owner of its intellectual property, including software tools, algorithms, methodology, know-how and data (IPR). Nothing in this agreement shall be interpreted as a license to GRTIB’s IPR.

15. Data Protection

The parties will comply with all applicable data privacy laws, including but not limited to the GDPR.

16. Applicable law and Jurisdiction

Any disputes including the issue of the valid conclusion of a contract and its pre- and post-contractual effects shall exclusively be governed by the laws of Spain, whereby the rules on conflicts of laws, the UN Convention on Contracts for the International Sale of Products and any other (international) provisions that displace substantive Spanish law shall not apply.
All disputes arising out of or in connection with this Agreement shall be exclusively and finally settled by the competent court in Madrid, Spain.

17. Severability

Should any provision of these Conditions and any contract concluded between the GRTIB and Customer be or become illegal or unenforceable, the remainder shall not be affected. Any illegal or unenforceable provision shall be replaced by valid and enforceable provisions, which commercially come as close to the illegal or unenforceable provision as possible; the same applies mutatis mutandis for contractual loopholes.

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