Terms & Services
1. GENERAL BASICS / SCOPE
1.1 These general terms and conditions apply exclusively to all legal transactions between the client and the contractor (management consultant). The version valid at the time the contract is concluded is decisive.
1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly stated in additional contracts.
1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by the contractor (management consultant).
1.4 In the event that individual provisions of these general terms and conditions should be and / or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis thereof. The ineffective is to be replaced by an effective provision that comes as close as possible to the meaning and economic purpose.
2. SCOPE OF THE CONSULTING ORDER / REPRESENTATION
2.1 The scope of a specific consulting contract is contractually agreed in individual cases.
2.2 The contractor (management consultant) is entitled to have all or part of the tasks incumbent on him performed by third parties. Payment of the third party is made exclusively by the contractor (business consultant) himself. There is no direct contractual relationship of any kind between the third party and the client.
2.3 The client undertakes not to enter into any kind of business relationship with persons or companies that the contractor (management consultant) uses to fulfill his contractual obligations during and up to three years after the termination of this contractual relationship. The client will in particular not commission these persons and companies with such or similar advisory services that the contractor (management consultant) also offers.
3. OBLIGATION OF THE CLIENT / DECLARATION OF COMPLETENESS
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3.1 The client ensures that the organizational framework, when fulfilling the consulting task at his place of business, allows undisturbed work that is conducive to the rapid progress of the consulting process.
3.2 The client will also provide the contractor (management consultant) with comprehensive information about previous and / or ongoing consultations – also in other specialist areas.
3.3 The client ensures that the contractor (management consultant) is provided with all the documents necessary for the fulfillment and execution of the consulting order in good time without his special request and that he is informed of all processes and circumstances that are necessary for the execution of the consulting order are important. This also applies to all documents, processes and circumstances that only become known during the work of the consultant.
3.4 The client ensures that its employees and the legally stipulated and possibly established employee representative body (works council) are informed of this before the contractor (management consultant) begins work.
4. SECURITY OF INDEPENDENCE
4.1 The contractual partners are committed to mutual loyalty.
4.2 The contractual partners mutually undertake to take all measures that are suitable to prevent the independence of the contracted third parties and employees of the contractor (management consultant) from being endangered. This applies in particular to offers made by the client to hire or take over orders for his own account.
5. REPORTING / REPORTING
5.1 The contractor (management consultant) undertakes to report the work progress according to the client about his work, that of his employees and, if applicable, also of the contracted third parties.
5.2 The client will receive the final report within a reasonable time, i.e. two to four weeks, depending on the nature of the consulting assignment after the completion of the assignment.
5.3 The contractor (management consultant) is free of instructions when producing the agreed work, acts at his own discretion and on his own responsibility. He is not bound to a specific place of work or a specific working time.
6. PROTECTION OF INTELLECTUAL PROPERTY
6.1 The copyrights to the works created by the contractor (management consultant) and his employees and commissioned third parties (in particular offers, reports, analyzes, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (Management consultant). They may only be used by the client during and after the termination of the contractual relationship for the purposes covered by the contract. In this respect, the client is not entitled to reproduce and / or distribute the work (the works) without the express consent of the contractor (management consultant). Under no circumstances does the contractor (management consultant) assume liability for third parties through unauthorized reproduction / distribution of the work – in particular, for example, for the correctness of the work.6.2 The client’s breach of these provisions entitles the contractor (business consultant) to terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and / or compensation.
7.1 The contractor (management consultant), regardless of fault, is entitled and obliged to correct any inaccuracies and defects in his performance that become known. He will inform the client of this immediately.
7.2 This claim of the client expires six months after the respective service has been provided.
8. LIABILITY / COMPENSATION
8.1 The contractor (management consultant) is liable to the client for damage – except for personal injury – only in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties brought in by the contractor.
8.2 The client’s claims for damages can only be brought to court within six months of becoming aware of the damage and the damaging party, but no later than three years after the event giving rise to the claim.
8.3 The client must provide evidence that the damage is due to the fault of the contractor.
8.4 If the contractor (management consultant) provides the work with the help of third parties and in this context warranty and / or liability claims arise against these third parties, the contractor (management consultant) assigns these claims to the client. In this case, the client will primarily adhere to these third parties.
9.1 The contractor (management consultant) undertakes to maintain absolute secrecy about all business matters that come to his knowledge, in particular business and trade secrets, as well as any information he receives about the type, scope of business and practical activity of the client.
9.2 Furthermore, the contractor (management consultant) undertakes to maintain secrecy with third parties about the entire content of the work as well as all information and circumstances that have been received in connection with the creation of the work, in particular also about the data of clients of the client to preserve.
9.3 The contractor (management consultant) is released from the duty of confidentiality towards any assistants and deputies whom he uses. However, he is obliged to fully comply with the obligation to maintain confidentiality and is liable for their violation of the confidentiality obligation as for his own violation.9.4 The duty of confidentiality extends indefinitely even beyond the end of this contractual relationship. There are exceptions in the case of statutory information requirements.
9.5 The contractor (management consultant) is entitled to process the personal data entrusted to him within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures, in particular those within the meaning of the Data Protection Act, such as declarations of consent by those affected, have been taken.
10.1 After completion of the agreed work, the contractor (management consultant) receives a fee in accordance with the agreement between the client and the contractor (management consultant). The contractor (management consultant) is entitled to submit interim accounts according to the progress of the work and to request payments on account of the respective progress. The fee is due with the accounting by the contractor.
10.2 The contractor (management consultant) will issue an invoice entitling the input tax deduction with all the legally required characteristics.
10.3 Incurred cash expenses, expenses, travel expenses, etc. are to be additionally replaced by the client against the accounting of the contractor (management consultant).
10.4 If the execution of the agreed work is omitted for reasons on the part of the client or due to a legitimate premature termination of the contractual relationship by the contractor (management consultant), the contractor (management consultant) retains the right to payment of the entire agreed fee less expenses saved. In the event of an hourly fee being agreed, the fee for the number of hours to be expected for the entire agreed work is to be paid minus the saved expenses. The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the day the contractual relationship ends.
10.5 In the event that interim accounts are not paid, the contractor (management consultant) is released from his obligation to provide further services. This does not affect the assertion of further claims resulting from non-payment.
11. ELECTRONIC ACCOUNTING
11.1 The contractor (management consultant) is also entitled to transmit invoices to the client in electronic form. The client expressly consents to the sending of invoices in electronic form by the contractor (management consultant).
12. DURATION OF THE CONTRACT
12.1 This contract basically ends with the completion of the project.
12.2 Regardless of this, the contract can be canceled at any time for important reasons from either side without observing a notice period. One of the most important reasons is
– if a contractual partner violates essential contractual obligations or
– if a contractual partner falls into arrears after opening insolvency proceedings.
– if there are legitimate concerns about the creditworthiness of a contractual partner, over whom no insolvency proceedings have been opened, and the latter does not make advance payments at the request of the contractor or provides suitable security before the contractor has performed and the poor financial circumstances are not known to the other contractual partner when the contract is concluded were.
13. FINAL PROVISIONS
13.1 The contracting parties confirm that they have given all information in the contract conscientiously and truthfully and undertake to mutually announce any changes immediately.
13.2 Changes to the contract and these terms and conditions must be in writing; also a departure from this formal requirement. There are no verbal side agreements.
13.3 Substantial Austrian law is applicable to this contract, excluding the reference norms of private international law. The place of performance is the place of the professional establishment of the contractor (management consultant). The court at the place of business of the contractor (business consultant) is responsible for disputes.
13.4 In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties mutually agree to involve registered mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice with a focus on economic mediation. If no agreement can be reached on the choice of business mediators or on the content, legal steps will be taken at the earliest one month after the negotiations have failed.
13.5 In the event of mediation that has not been established or terminated, Austrian law applies in any legal proceedings that may have been initiated. All necessary expenses incurred due to a previous mediation, in particular also those for consulted legal advisors, can be agreed as “pre-litigation costs” in court or arbitration proceedings.