General Terms and Conditions
1. General principles / scope
1.1These 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 in each case.
1.2These General Terms and Conditions also apply to all future contractual relationships, even if they are not expressly referred to in supplementary contracts.
1.3Conflicting general terms and conditions of the client are invalid unless expressly acknowledged in writing by the contractor (management consultant).
1.4Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and economic purpose.
2. Scope of the consulting assignment / representation
2.1The scope of a specific consulting assignment is agreed contractually in each individual case.
2.2The contractor (management consultant) is entitled to have the tasks incumbent upon them performed in whole or in part by third parties. Payment of the third party is made exclusively by the contractor (management consultant). No direct contractual relationship of any kind arises between the third party and the client.
2.3During and for three years after the end of this contractual relationship, the client undertakes not to enter into any business relationship with persons or companies used by the contractor (management consultant) to fulfil their contractual obligations. In particular, the client shall not commission these persons and companies with consulting services that are the same as or similar to those offered by the contractor (management consultant).
3. Client’s duty to inform / declaration of completeness
3.1The client ensures that the organisational conditions at its place of business allow the consulting assignment to be performed as undisturbed as possible and in a manner conducive to the rapid progress of the consulting process.
3.2The client shall also inform the contractor (management consultant) comprehensively about previous and/or ongoing consulting engagements, including those in other fields.
3.3The client ensures that all documents necessary for the fulfilment and performance of the consulting assignment are submitted to the contractor (management consultant) in good time, even without a specific request, and that the contractor is informed of all processes and circumstances relevant to the performance of the assignment. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.
3.4The client ensures that its employees and the legally required employee representation (works council), if established, are informed of the contractor’s (management consultant’s) activities before they begin.
4. Safeguarding independence
4.1The contracting parties undertake to be mutually loyal.
4.2The contracting parties mutually undertake to take all precautions suitable to prevent any threat to the independence of the commissioned third parties and employees of the contractor (management consultant). This applies in particular to offers by the client of employment or of taking on assignments on their own account.
5. Reporting / reporting obligation
5.1The contractor (management consultant) undertakes to report to the client on their work, that of their employees and, where applicable, that of commissioned third parties in line with the progress of the work.
5.2The client receives the final report within a reasonable time, i.e. two to four weeks after completion of the assignment, depending on the nature of the consulting assignment.
5.3The contractor (management consultant) is free from instructions in producing the agreed work, acts at their own discretion and on their own responsibility, and is not bound to any particular place or hours of work.
6. Protection of intellectual property
6.1The copyrights to the works created by the contractor (management consultant), their employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programs, specifications, drafts, calculations, drawings, data carriers etc.) remain with the contractor (management consultant). During and after the end of the contractual relationship, the client may use them exclusively for purposes covered by the contract. The client is therefore not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor (management consultant). Under no circumstances does unauthorised reproduction or distribution of the work give rise to liability of the contractor (management consultant) towards third parties, in particular for the correctness of the work.
6.2A breach of these provisions by the client entitles the contractor (management consultant) to terminate the contractual relationship immediately and to assert other statutory claims, in particular for injunctive relief and/or damages.
7. Warranty
7.1Regardless of fault, the contractor (management consultant) is entitled and obliged to remedy any inaccuracies and defects in their work that become known, and shall inform the client of this without delay.
7.2This claim of the client expires six months after the respective service has been rendered.
8. Liability / damages
8.1The contractor (management consultant) is liable to the client for damages, with the exception of personal injury, only in the event of gross fault (intent or gross negligence). This applies accordingly to damages caused by third parties engaged by the contractor.
8.2Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the party causing it, but no later than three years after the event giving rise to the claim.
8.3The client must in each case prove that the damage is attributable to the fault of the contractor.
8.4If the contractor (management consultant) performs the work with the help of third parties and warranty and/or liability claims against these third parties arise in this connection, the contractor (management consultant) assigns these claims to the client. In this case the client shall primarily address these third parties.
9. Confidentiality / data protection
9.1The contractor (management consultant) undertakes to maintain absolute confidentiality about all business matters that come to their knowledge, in particular trade and business secrets and any information they receive about the nature, scope and practical activities of the client’s business.
9.2Furthermore, the contractor (management consultant) undertakes to maintain confidentiality towards third parties about the entire content of the work and all information and circumstances that came to their attention in connection with its creation, in particular also about the data of the client’s customers.
9.3The contractor (management consultant) is released from the duty of confidentiality towards any assistants and representatives they use. However, they must transfer the duty of confidentiality to them in full and are liable for their breach of confidentiality as for their own breach.
9.4The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions apply in the case of statutory obligations to testify.
9.5The contractor (management consultant) is entitled to process personal data entrusted to them within the purpose of the contractual relationship. The client warrants to the contractor that all necessary measures have been taken for this, in particular those within the meaning of the General Data Protection Regulation and the Austrian Data Protection Act, such as declarations of consent from the data subjects.
10. Fee
10.1Upon 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 issue interim invoices according to the progress of the work and to request payments on account corresponding to the respective progress. The fee is due upon invoicing by the contractor.
10.2The contractor (management consultant) will issue an invoice entitling to input tax deduction with all legally required details.
10.3Cash expenses, expenses, travel costs etc. incurred shall be reimbursed additionally by the client against invoice from the contractor (management consultant).
10.4If the agreed work is not carried out for reasons attributable to the client, or due to a justified early termination of the contractual relationship by the contractor (management consultant), the contractor (management consultant) retains the claim to payment of the entire agreed fee less saved expenses. If an hourly fee has been agreed, the fee is payable for the number of hours that could have been expected for the entire agreed work, less saved expenses. The saved expenses are agreed as a lump sum of 30 percent of the fee for those services that the contractor had not yet rendered by the day the contractual relationship ended.
10.5If interim invoices are not paid, the contractor (management consultant) is released from the obligation to provide further services. This does not affect the assertion of further claims resulting from non-payment.
11. Electronic invoicing
11.1The contractor (management consultant) is entitled to send invoices to the client in electronic form. The client expressly agrees to receive invoices from the contractor (management consultant) in electronic form.
12. Term of the contract
12.1This contract generally ends with the completion of the project.
12.2Notwithstanding this, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
- if a contracting party breaches material contractual obligations, or
- if a contracting party defaults on payment after the opening of insolvency proceedings,
- if there are justified concerns about the creditworthiness of a contracting party against whom no insolvency proceedings have been opened, and that party neither makes advance payments nor provides suitable security before performance by the contractor at the contractor’s request, and the poor financial situation was not known to the other contracting party when the contract was concluded.
13. Final provisions
13.1The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
13.2Amendments to the contract and to these terms and conditions must be made in writing, as must any waiver of this formal requirement. There are no verbal side agreements.
13.3This contract is governed by substantive Austrian law, excluding the conflict of law rules of private international law. The place of performance is the place of business of the contractor (management consultant). The court at the contractor’s (management consultant’s) place of business has jurisdiction for disputes.