General Terms and Conditions

We use the model conditions for general terms and conditions published by the Professional Association for Management Consultancy, Accounting and Information Technology, Wiedner Hauptstraße 63 A-1045 Vienna, as amended in June 2021 as a template.

1. General Principles / Scope

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant) - hereinafter only the term contractor is used. The version valid at the time of conclusion of the contract shall apply in each case.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus also if no express reference is made to them in supplementary contracts.

1.3 Conflicting General Terms and Conditions of the client are invalid, unless they are expressly acknowledged in writing by the contractor.

1.4 In the event that individual provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to it in terms of meaning and economic purpose.

2. Scope of Consulting Assignment / Substitution

2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.

2.2 The contractor is entitled to have the tasks incumbent upon him/her performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the contractor himself/herself. No direct contractual relationship of any kind shall arise between the third party and the client.

2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies used by the contractor to fulfill his/her contractual obligations during and until the expiry of three years after termination of this contractual relationship. In particular, the client shall not commission these persons and companies with such or similar consulting services as are also offered by the contractor.

3. Client's Obligation to Provide Information / Declaration of Completeness

3.1 The client shall ensure that the organizational conditions at his/her place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the consulting process when fulfilling the consulting assignment.

3.2 The client shall also comprehensively inform the contractor about previously conducted and/or ongoing consultations - also in other fields.

3.3 The client shall ensure that all documents necessary for the fulfillment and execution of the consulting assignment are submitted to the contractor in a timely manner, even without his/her special request, and that he/she is informed of all processes and circumstances that are important for the execution of the consulting assignment. This also applies to all documents, processes and circumstances that only become known during the consultant's activity.

3.4 The client shall ensure that his/her employees and the employee representation provided for by law and established if necessary (works council) are informed about the contractor's activity before it begins.

4. Safeguarding Independence

The contracting parties undertake to take all precautions that are suitable to prevent the endangering of the independence of the commissioned third parties and employees of the contractor. This applies in particular to offers by the client for employment or the assumption of orders on their own account.

5. Reporting / Reporting Obligation

5.1 The contractor undertakes to report to the client on his/her work, that of his/her employees and, if applicable, also that of commissioned third parties according to the progress of the work.

5.2 The client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the consulting assignment, after completion of the assignment.

5.3 The contractor is free from instructions in the production of the agreed work, acts according to his/her own discretion and on his/her own responsibility. He/she is not bound to any specific place of work or working hours.

6. Protection of Intellectual Property

6.1 The copyrights to the works created by the contractor and his/her employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organization plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances shall the unauthorized reproduction/distribution of the work give rise to any liability on the part of the contractor - in particular for the correctness of the work - towards third parties.

6.2 The client's violation of these provisions entitles the contractor to immediate premature termination of the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 The contractor is entitled and obliged, regardless of fault, to correct any inaccuracies and defects in his/her service that become known within the framework of the statutory warranty. He/she shall immediately inform the client thereof.

7.2 This claim of the client expires six months after the respective service has been rendered.

8. Liability / Compensation

8.1 The contractor shall be liable to the client for damages - except for personal injuries - only in the case of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties called in by the contractor.

8.2 Claims for damages by the client may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.

8.3 The client must in each case prove that the damage is attributable to the fault of the contractor.

8.4 If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, the contractor shall assign these claims to the client. In this case, the client shall primarily have recourse to these third parties.

9. Confidentiality / Data Protection

9.1 The contractor undertakes to maintain absolute secrecy about all business matters that come to his/her knowledge, in particular business and trade secrets as well as any information he/she receives about the type, scope of business and practical activity of the client.

9.2 Furthermore, the contractor undertakes to maintain secrecy towards third parties about the entire content of the work as well as all information and circumstances that he/she has received in connection with the creation of the work, in particular also about the data of the client's clients.

9.3 The contractor is released from the obligation of secrecy towards any assistants and representatives that he/she uses. However, he/she shall fully impose the obligation of secrecy on these persons and shall be liable for their breach of the obligation of confidentiality as for his/her own breach.

9.4 The obligation of secrecy shall also extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed obligations to testify.

9.5 The contractor is entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken for this purpose, in particular those in the sense of the Data Protection Act, such as declarations of consent from the persons concerned.

10. Fee

10.1 After completion of the agreed work, the contractor shall receive a fee in accordance with the agreement between the client and the contractor. The contractor is entitled to issue interim invoices according to the progress of the work and to demand advances corresponding to the respective progress. The fee is due in each case upon invoicing by the contractor.

10.2 The contractor shall in each case issue an invoice with all legally required features entitling the client to deduct input tax.

10.3 Any cash expenses, expenses, travel costs, etc. shall be reimbursed to the contractor by the client against invoicing in addition.

10.4 If the execution of the agreed work is not carried out for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor shall retain the right to payment of the entire agreed fee less expenses saved. In the case of an hourly fee agreement, the fee for the number of hours that would have been expected for the entire agreed work, less the expenses saved, shall be paid. The expenses saved are agreed as a lump sum of 30 percent of the fee for those services that the contractor has not yet provided up to the day of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, the contractor shall be released from his/her obligation to provide further services. This shall not affect the assertion of further claims resulting from non-payment.

11. Electronic Invoicing

11.1 The contractor is entitled to transmit invoices to the client also in electronic form. The client expressly agrees to the transmission of invoices in electronic form by the contractor.

12. Duration of Contract

12.1 This contract basically ends with the completion of the project and the corresponding invoicing.

12.2 Notwithstanding this, the contract may be terminated at any time by either party for important reasons without observing a notice period. Important reasons shall be deemed to be in particular,

- if a contracting party violates essential contractual obligations, or
- if a contracting party is in default of payment after the opening of insolvency proceedings, or
- if there are justified concerns regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been opened, and this party neither makes advance payments at the request of the contractor nor provides suitable security before the contractor performs, and the poor financial circumstances were not known to the other contracting party when the contract was concluded.

13. Final Provisions

13.1 The contracting parties confirm that they have made all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2 Changes to the contract and these GTC must be made in writing; this also applies to a waiver of this formal requirement. There are no verbal side agreements.

13.3 Austrian substantive law shall apply to this contract, excluding the reference norms of international private law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of professional establishment of the contractor. The court at the contractor's place of business shall have exclusive jurisdiction for disputes.