General Terms & Conditions

1. General Principles / Scope

1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Management Consultant). The version valid at the time of contract conclusion shall be authoritative.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referred to in supplementary contracts.

1.3 Conflicting General Terms and Conditions of the Client shall be invalid unless expressly acknowledged in writing by the Contractor.

1.4 Should individual provisions of these Terms be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

2. Scope of the Consulting Mandate / Representation

2.1 The scope of a specific consulting mandate shall be agreed upon on a case-by-case basis.

2.2 The Contractor is entitled, after consultation, to have the assigned tasks performed in whole or in part by third parties. Payment of the third party shall be made by the Contractor; direct payment by the Client is only permitted under a separate contractual arrangement.

3. Client's Duty of Disclosure

3.1 The Client shall ensure that the organizational framework conditions allow for undisturbed work that promotes the rapid progress of the consulting process.

3.2 The Client shall comprehensively inform the Contractor about any previously conducted and/or ongoing consulting engagements.

3.3 The Client shall ensure that all documents necessary for the fulfillment of the consulting mandate are submitted to the Contractor in a timely manner and that they are informed of all relevant events and circumstances.

3.4 The Client shall ensure that employees and any established employee representatives are informed before the Contractor begins work.

4. Safeguarding Independence

4.1 The contracting parties commit to mutual loyalty.

4.2 The contracting parties mutually commit to taking all precautions suitable to prevent any risk to the independence of engaged third parties and employees of the Contractor.

5. Reporting / Reporting Obligation

5.1 The Contractor undertakes to report to the Client on their work in accordance with the progress of the project.

5.2 The Client shall receive the final report within a reasonable time (two to six weeks) after completion of the assignment.

5.3 The Contractor is free from instructions in the production of the agreed work, acts at their own discretion and under their own responsibility. They are not bound to any specific place of work or working hours.

6. Protection of Intellectual Property

6.1 The copyrights to works created by the Contractor (in particular proposals, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, data carriers, etc.) remain with the Contractor. They may only be used by the Client for purposes covered by the contract.

6.2 A violation of this provision by the Client entitles the Contractor to immediately terminate the contractual relationship prematurely and to assert statutory claims.

7. Warranty

7.1 The Contractor is entitled and obligated to correct any inaccuracies and defects in their services that become known and to inform the Client thereof without delay.

7.2 This right of the Client expires one month after the respective service has been rendered.

8. Liability / Damages

8.1 The Contractor shall only be liable to the Client for damages — with the exception of personal injury — in cases of gross negligence (intent or gross negligence). This applies mutatis mutandis to damages caused by engaged third parties.

8.2 Claims for damages may only be asserted within six months of becoming aware of the damage and the party responsible, but no later than three years after the event giving rise to the claim.

8.3 The Client bears the burden of proof that the damage is attributable to the Contractor's fault.

9. Confidentiality / Data Protection

9.1 The Contractor commits to unconditional silence regarding all business affairs that come to their knowledge, in particular business and trade secrets.

9.2 Furthermore, the Contractor commits to maintain confidentiality vis-à-vis third parties regarding the entire content of the work and all information received in connection with its creation.

9.3 The Contractor is released from the duty of confidentiality towards any assistants and representatives. They must fully transfer the duty of confidentiality to these persons.

9.4 The duty of confidentiality extends indefinitely beyond the end of the contractual relationship. Exceptions exist in the case of legally mandated disclosure obligations.

9.5 The Contractor is entitled to process personal data entrusted to them within the scope of the contractual relationship.

10. Fees

10.1 Upon completion of the agreed work, the Contractor shall receive a fee in accordance with the contractual agreement. The Contractor is entitled to issue interim invoices corresponding to the progress of work. The fee is due upon invoicing and payable within 30 days.

10.2 The Contractor shall issue an invoice qualifying for input tax deduction with all legally required elements.

10.3 Incurred cash expenses, costs and travel expenses shall be additionally reimbursed by the Client upon invoicing.

10.4 If the execution of the agreed work is omitted for reasons attributable to the Client, the Contractor retains the right to payment of the agreed fee minus saved expenses (fixed at 30%).

10.5 In the event of non-payment of interim invoices, the Contractor is released from the obligation to provide further services.

11. Electronic Invoicing

The Contractor is entitled to submit invoices in electronic form. The Client expressly agrees to this.

12. Duration of Contract

12.1 The contract generally ends upon completion of the project.

12.2 The contract may be terminated at any time by either party for important reasons without observing a notice period, in particular if:

• a contracting party materially breaches contractual obligations
• a contracting party defaults on payment after the opening of insolvency proceedings
• legitimate concerns regarding creditworthiness exist and no security is provided

13. Final Provisions

13.1 The contracting parties confirm that all information has been provided conscientiously and truthfully.

13.2 Amendments to the contract and these Terms require written form. Verbal side agreements do not exist.

13.3 Austrian substantive law shall apply to this contract, excluding the conflict of laws rules of private international law. The place of performance is the location of the Contractor's professional establishment. The court at the Contractor's place of business shall have jurisdiction for disputes.

14. Reference / Named Mention

The Contractor is entitled to publicly disclose the Client as a customer and to publish them on their website in the form of a logo and on social media.