General Terms and Conditions

1. General Principles / Scope

1.1

These general terms and conditions apply exclusively to all legal transactions between the client and the contractor. The version valid on this website at the time of the conclusion of the contract shall apply.

1.2

These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts. These terms and conditions shall also apply to third parties engaged by the Agent to fulfil the order in individual cases.

1.3

Conflicting general terms and conditions of the customer shall be invalid unless expressly accepted in writing by the contractor.

1.4

Should one or more provisions of these General Terms and Conditions prove to be invalid in whole or in part, or should there be a loophole, this shall not affect the validity of the remaining provisions of this agreement. Both parties are obliged to agree on an effective provision that comes as close as possible to the intended content of this agreement to replace the invalid provision or fill the gap.

2. scope of the assignment / representation

2.1

The scope of a specific consultancy assignment is contractually agreed on a case-by-case basis. As a rule, consultancy assignments are framework agreements.

2.2

The Consultant shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. The third party shall be paid exclusively by the consultant. No direct contractual relationship whatsoever shall arise between the third party and the customer.

2.3

The Client undertakes not to enter into any kind of business relationship with persons or companies used by the Contractor to fulfil its contractual obligations during and for a period of three years after the termination of this contractual relationship. In particular, the Principal shall not commission these persons and companies to provide the same or similar consultancy services as those offered by the Contractor.

2.4

If the legal situation changes after the project (order) has been submitted, the contractor is not obliged to inform the client of the changes or the consequences resulting from them. This also applies to parts of an order that have already been completed.

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

3.1

The Principal shall ensure that the organisational framework at its place of business allows the consultancy process to proceed as quickly as possible and without interruption.

3.2

The Principal shall also provide the Agent with comprehensive information about previous and/or ongoing consulting work, including overlapping areas of expertise.

3.3

The Principal shall ensure that all documents required for the performance of the Consulting assignment are made available to the Agent in a timely manner, even without the Agent's specific request, and that the Agent is informed of all procedures and circumstances that are relevant to the performance of the Consulting assignment. This shall also apply to all documents, procedures and circumstances that become known during the course of the work.

3.4

The Principal shall ensure that its employees and any legally established employee representative body (works council) are informed by the Agent (Management Consultant) prior to the commencement of the Agent's (Management Consultant's) work.

4. Ensuring Independence

4.1

The parties undertake to be loyal to each other.

4.2

The parties mutually undertake to take all appropriate precautions to ensure that the independence of the Agent's (Management Consultant's) subcontractors and employees is not compromised. This applies in particular to offers of employment by the Principal or the acceptance of assignments for the Principal's own account.

5. Reporting / Reporting obligations

5.1

The contractor undertakes to report to the client on the progress of his work, that of his employees and, where applicable, that of third parties engaged by the contractor.

5.2

If stipulated in the contract, the client shall receive the final report within a reasonable period of time, i.e. within four weeks after completion of the assignment at the latest, depending on the type of consultancy assignment.

5.3

In carrying out the agreed work, the consultant shall be free from instructions and shall act at his own discretion and under his own responsibility. He shall not be bound to a particular place of work or to particular working hours.

5.4.

If the contractor makes a written statement about the results of his work, he shall not be liable for oral statements about these results. The contractor is not liable for written or oral statements made by employees.

6. Intellectual Property Protection

6.1

The contracting parties mutually undertake to recognise the intellectual property of the other contracting party as such and to observe the respective legal position of the other contracting party within the framework of the statutory provisions. This applies for 3 years after the end of the contract.

6.2

The copyrights to the works produced by the contractor and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the contractor and may be used by the principal during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Principal shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Agent (Management Consultant). Unauthorised reproduction/distribution of the work shall not under any circumstances give rise to any liability on the part of the Agent (Management Consultant) vis-à-vis third parties, in particular for the accuracy of the work.

6.3

Any breach of these provisions by the Principal shall entitle the Agent to terminate the Agreement prematurely with immediate effect and to assert other legal claims, in particular for injunctive relief and/or damages.

6.4

The use of the contractor's professional statements for advertising purposes is prohibited and is only permitted with the written consent of the contractor.

6.5

Furthermore, the Principal expressly undertakes to use the knowledge gained from the collaboration with the Agent exclusively for its own purposes. The associated right of use shall be transferred to any legal successors.

7. Warranty

7.1

Irrespective of fault, the contractor shall be entitled and obliged to remedy any inaccuracies and defects in his performance which come to his attention. The contractor shall inform the client thereof without delay.

7.2

This right of the Client shall expire three months after the performance in question.

7.3

The reversal of the burden of proof, i.e. the obligation of the contractor to prove his innocence of the defect, is excluded.

8. Liability / Compensation

8.1

The contractor shall only be liable to the client for damages - with the exception of personal injury - in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage attributable to third parties engaged by the contractor.

8.2

Claims for damages by the client can only be asserted within three months of the client becoming aware of the damage and the party causing the damage. In cases where a formal audit certificate is issued, the limitation period shall commence no later than the date on which the audit certificate is issued.

8.3

The Client must prove that the damage is due to the Contractor's fault.

8.4

If the work is carried out by the contractor with the assistance of third parties and if warranty and/or liability claims arise against these third parties in this connection, the contractor assigns these claims to the client. In this case, the Client shall give priority to these third parties.

8.5

If § 275 of the Austrian Business Enterprise Code (UGB) is applicable to activities by virtue of mandatory law, the liability provisions of § 275 of the Austrian Business Enterprise Code (UGB) shall apply instead of the liability provisions set out in Clause 8; this shall also apply if several persons have been involved in the execution of the order and/or several indemnifiable acts have been committed, irrespective of whether other persons involved have acted intentionally.

8.6

The contractor shall not be liable to third parties if the client passes on professional statements without the consent or knowledge of the contractor.

8.7

Clauses 8.1 to 8.6 apply not only to the client, but also to third parties if, exceptionally, the contractor is liable to them for his activities. The insurance-related maximum amount of liability shall only apply in total to all injured parties, including the claims for compensation of the client himself, even if several persons (client, third parties) have been injured. The injured parties shall be satisfied in accordance with the extent of their claims.

8.8

It is agreed that in the absence of a legal claim to the acquisition of financing, risk capital, etc., the contractor shall assume the risk. It is agreed that the contractor assumes no guarantee or liability for the success of such fundraising.

9. Confidentiality / Privacy

9.1

The Supplier undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets, as well as any information it receives about the nature, scope and practical activities of the Client.

9.2

The contractor also undertakes to keep confidential from third parties the entire content of the work and all information and circumstances that he has received in connection with the preparation of the work, in particular also the data of the client's customers.

9.3

The contractor shall be released from the obligation of confidentiality with respect to any assistants and deputies employed by him. However, he shall impose the duty of confidentiality on them in full and shall be liable for their breach of the duty of confidentiality in the same way as for his own breach.

9.4

The duty of confidentiality shall continue for a limited period of 3 years after the end of this contractual relationship. Exceptions to this are cases where there is a legal obligation to provide information or where the client himself releases the contractor from this duty of confidentiality.

9.5

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

9.6

The obligation set out in Clause 9 shall not apply if the information was already known to the contractor at the time of obtaining the information and the contractor refers to this knowledge when obtaining the information or the information itself was or is publicly accessible.

10. Fee

10.1

The contractor shall be entitled to demand an advance payment of up to half of the estimated amount of the commission. After completion of the agreed work or project, the contractor shall be entitled to a fee in accordance with the agreement between the client and the contractor. The contractor shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the progress of the work. The fee shall be due when the contractor issues the invoice.

10.2

The contractor shall issue an invoice for the deduction of input tax, which shall contain all the information required by law.

10.3

Any cash expenses, out-of-pocket expenses, travel expenses, etc. incurred shall be reimbursed by the Client only after approval by the Client and after the Contractor has issued an invoice. The official mileage rate shall be charged for travel by car; all other travel expenses shall be charged at actual cost. Travel time in connection with the assignment outside Vienna shall be charged as working time.

10.4

If the agreed work is not carried out for reasons on the part of 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. If an hourly fee has been agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less expenses saved. The expenses saved shall be agreed at a flat rate of 30 per cent of the fee for those services which the contractor has not yet performed at the time of termination of the agreement.

10.5

In the event of non-payment of interim invoices, the contractor shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims arising from non-payment.

10.6

The contractor may make the completion of his services dependent on the full satisfaction of his fee claims. Complaints about the work of the contractor do not entitle the contractor to withhold the remuneration to which he is entitled, except in the case of obvious defects.

10.7

If the execution of the order is cancelled due to circumstances which constitute good cause on the part of the contractor, the contractor shall only be entitled to that part of the fee which corresponds to his services to date.

10.8

If an invoice is not paid in accordance with the terms stated on the invoice, the contractor shall be entitled to charge interest on arrears at a rate of 7% above the respective discount rate of the Austrian National Bank as well as fees of up to € 30 per reminder.

11. Electronic invoicing

11.1

The contractor is 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 the contract

12.1

This Agreement shall generally terminate upon completion of the Project. Exceptions are framework agreements concluded for an indefinite period.

12.2

Notwithstanding the above, the contract may be terminated by either party at any time for good cause, subject to one month's notice. Good cause shall be deemed to exist, in particular, if: - one of the parties breaches material contractual obligations; or - insolvency proceedings are instituted against one of the parties or a petition in bankruptcy is dismissed for lack of assets to cover the costs.

13. final provisions

13.1

The parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.

13.2

Amendments to the contract and to these General Terms and Conditions must be made in writing, as must any waiver of this formal requirement. There are no oral collateral agreements.

13.3

This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law. The place of performance shall be Vienna, unless otherwise agreed in writing. Any disputes shall be submitted to the competent court in Vienna.

Vienna, 21 August 2024