General terms and conditions

1. General basics/scope of application

1.1 For all legal transactions between the client and the contractor (management consultant) — only the term contractor is used below — these general terms and conditions apply exclusively. In each case, the version valid at the time of conclusion of the contract is decisive.

1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly stated in the case of additional contracts.

1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly accepted in writing by the contractor.

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 of them. The ineffective provision must be replaced by a valid provision that comes closest to its meaning and economic purpose.

2. Scope of consulting mandate/delegation

2.1 The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.

2.2 The contractor is entitled to have the tasks incumbent upon him/her performed in whole or in part by third parties. Payment by the third party is made exclusively by the contractor 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 business relationship of any kind with persons or companies that the contractor uses to fulfill his contractual obligations during and up to the expiry of three years after termination of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that the contractor also offers.

3. Client's obligation to provide information/declaration of completeness

3.1 The client shall ensure that, when fulfilling the consulting mandate at their place of business, the organizational framework allows work to be carried out as undisturbed as possible and conducive to the rapid progress of the consulting process.

3.2 The client will also provide the contractor with comprehensive information about previous and/or ongoing consultations — including in other specialist areas.

3.3 The client shall ensure that, even without the contractor's specific request, all documents necessary for the fulfilment and execution of the consulting assignment are presented in a timely manner and that him/her 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 while the consultant is working.

3.4 The client ensures that his/her employees and the legally provided and possibly established employee representatives (works council) are informed of the contractor before the contractor starts working.

4. Securing independence

4.1 The contracting parties commit themselves to mutual loyalty.

4.2 The contracting parties mutually commit themselves to take all precautions that are suitable to prevent the independence of commissioned third parties and employees of the contractor from being jeopardized. This applies in particular to offers from the client for employment or the acceptance of orders on his own account.

5. Reporting/reporting obligation

5.1 The contractor undertakes to report on his/her work, that of his/her employees and, where applicable, also the commissioned third party on the progress of work in accordance with the client.

5.2 The client receives 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 when manufacturing the agreed work, acts at his own discretion and on his own responsibility. He/she is not bound to a specific place of work or to any specific working time.

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, reports, reports, organizational plans, programs, service 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. The client is therefore not entitled to reproduce and/or distribute the work (s) without the express consent of the contractor. Under no circumstances does an unauthorized duplication/distribution of the work result in liability on the part of the contractor — in particular for the accuracy of the work — vis-à-vis third parties.

6.2 The client's breach of these provisions entitles the contractor to immediately early termination of the contractual relationship and to assert other legal claims, in particular for omission and/or compensation.

7. Guarantee

7.1 Without regard to fault, the contractor is entitled and obliged to correct any inaccuracies and deficiencies that become known as part of the legal warranty for his/her performance. He/she will immediately inform the client of this.

7.2 This claim by the client expires six months after the respective service has been provided.

8. Liability/compensation

8.1 The contractor is liable to the client for damages — excluding personal injury — only in the event of gross fault (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties brought in by the contractor.

8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the person causing the claim, but no later than three years after the event giving rise to the claim.

8.3 In each case, the client must prove that the damage is due to the fault of the contractor.

8.4 If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client will give priority to these third parties.

9. Confidentiality/ Data Protection

9.1 The contractor undertakes to maintain absolute secrecy about all business matters of which he or she becomes aware of, in particular business and trade secrets as well as any information that he/she receives about the nature, scope of operation and practical activities of the client.

9.2 Furthermore, the contractor undertakes to maintain confidentiality from third parties about the entire content of the work as well as all information and circumstances received by him/her in connection with the creation of the work, in particular about the data of the client's clients.

9.3 The contractor is released from confidentiality with regard to any assistants and representatives that he/she uses. However, he/she must completely transfer the confidentiality obligation to them and is liable for their breach of the confidentiality obligation as well as for their own breach.

9.4 The duty of secrecy extends indefinitely even after the end of this contractual relationship. There are exceptions in the case of statements required by law.

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

10. fee

10.1 After completion of the agreed work, the contractor receives a fee in accordance with the agreement between the client and the contractor. The contractor is entitled to submit interim statements in accordance with the progress of the work and to request payments corresponding to the respective progress. The fee is due in each case upon invoicing by the contractor.

10.2 The contractor will each issue an invoice entitling you to deduct input tax with all legally required features.

10.3 Any cash expenses, expenses, travel expenses, etc. must be reimbursed in addition upon invoicing by the contractor by the client.

10.4 If the agreed work is not carried out for reasons on the part of the client or due to a justified early termination of the contractual relationship by the contractor, the contractor reserves the right to payment of the entire agreed fee minus saved expenses. If an hourly fee is agreed, the fee is to be paid for the number of hours that was expected for the entire agreed work, minus saved expenses. The saved expenses are agreed on a lump sum of 30 percent of the fee for services that the contractor has not yet provided by the date of termination of the contractual relationship.

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

11. Electronic invoicing

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

12. Duration of contract

12.1 This contract generally ends upon completion of the project and the corresponding invoicing.

12.2 Notwithstanding this, the contract can be terminated by either party at any time for important reasons without notice. In particular, the following should be regarded as an important reason:

- If a party to the contract breaches essential contractual obligations, or
- if a contracting party defaults on payment following the opening of insolvency proceedings, or
- if there are legitimate concerns about the creditworthiness of a contracting party for which no insolvency proceedings have been opened and, at the request of the contractor, this neither makes advance payments nor provides suitable security before the contractor provides and the poor financial circumstances of the other contracting party were not known at the time the contract was concluded.

13. Final provisions

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

13.2 Amendments to the contract and these terms and conditions must be made in writing; as is a departure from this formal requirement. There are no additional oral agreements.

13.3 Substantive Austrian law is applicable to this contract, excluding the referral standards of international private law and UN sales law. The place of fulfilment is the place of professional establishment of the contractor. The court at the contractor's place of business is responsible for disputes.

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The Business Consulting, Accounting and Information Technology Association recommends the following mediation clause as a business-friendly means of dispute resolution:

(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree by mutual agreement to involve registered mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice. If no agreement can be reached on the selection of business mediators or on the content, no earlier than one month from the failure of the negotiations
legal action taken.

(2) In the event of mediation that has not come about or is aborted, Austrian law shall apply in any court proceedings that have been initiated.
All necessary expenses accrued as a result of previous mediation, in particular those for consulted legal advisors, can be claimed as “pre-litigation costs” in court or arbitration proceedings.