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Terms & Conditions

1. General principles / scope of application 
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Management Consultant) - hereinafter referred to only as the Contractor. The version valid at the time of conclusion of the contract shall apply. 
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in additional contracts. 
1.3 Any conflicting general terms and conditions of the Client shall be invalid unless they are expressly recognized by the Contractor in writing. 
1.4 In the event that individual provisions of these General Terms and Conditions are and/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 as close as possible to the meaning and economic purpose of the invalid provision.

2. Scope of the consultancy assignment / representation
2.1 The scope of a specific consulting assignment shall be contractually agreed on a case-by-case basis.
2.2 The Contractor shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor itself. No direct contractual relationship of any kind whatsoever shall arise between the third party and the Client. 2.3 The Client undertakes not to enter into any kind of business relationship with persons or companies that the Contractor uses to fulfill its contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the Principal shall not commission these persons and companies with such or similar consulting services that the Contractor also offers.

3. Duty of the client to provide information / declaration of completeness
3.1 The Client shall ensure that the organizational framework conditions at its 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 provide the Contractor with comprehensive information about previously conducted and/or ongoing consultations, including in other specialist areas.
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 the Contractor's specific request, and that the Contractor is informed of all processes and circumstances that are relevant to the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances that only become known during the Consultant's work.
3.4 The Client shall ensure that its employees and the employee representation (works council) provided for by law and established, if applicable, are informed by the Consultant prior to the commencement of the Consultant's work.

4. Ensuring independence
4.1 The contracting parties undertake to be mutually loyal.
4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of third parties and employees of the Contractor from being jeopardized. This shall apply in particular to offers of employment by the Client or the acceptance of orders for the Client's own account.

5. Reporting / Duty to report
5.1 The Contractor undertakes to report to the Client on its work, that of its employees and, if applicable, that of any third parties commissioned, in accordance with 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 shall be free from instructions in the production of the agreed work and shall act at its own discretion and on its own responsibility. He/she shall not be bound to any particular place of work or any particular working hours.

6. Schutz des geistigen Eigentums
6.1 Die Urheberrechte an den vom/von der Auftragnehmer:in und seinen/ihren Mitarbeiter:innen und beauftragten Dritten geschaffenen Werke (insbesondere Anbote, Berichte, Analysen, Gutachten, Organisationspläne, Programme, Leistungsbeschreibungen, Entwürfe, Berechnungen, Zeichnungen, Datenträger etc.) verbleiben beim/bei der Auftragnehmer:in. Sie dürfen vom/von der Auftraggeber:in während und nach Beendigung des Vertragsverhältnisses ausschließlich für vom Vertrag umfasste Zwecke verwendet werden. Der/die Auftraggeber:in ist insofern nicht berechtigt, das Werk (die Werke) ohne ausdrückliche Zustimmung des/der Auftragnehmers:in zu vervielfältigen und/oder zu verbreiten. Keinesfalls entsteht durch eine unberechtigte Vervielfältigung/Verbreitung des Werkes eine Haftung des/der Auftragnehmers:in – insbesondere etwa für die Richtigkeit des Werkes – gegenüber Dritten.
6.2 Der Verstoß des/der Auftraggebers:in gegen diese Bestimmungen berechtigt den/die Auftragnehmer:in zur sofortigen vorzeitigen Beendigung des Vertragsverhältnisses und zur Geltendmachung anderer gesetzlicher Ansprüche, insbesondere auf Unterlassung und/oder Schadenersatz.
7. Warranty
7.1 The Contractor shall be entitled and obliged, regardless of fault, to remedy any inaccuracies and defects in its performance that become known within the scope of the statutory warranty. He/she shall inform the client of this immediately.
7.2 This claim of the client shall expire six months after the provision of the respective service.

8. Liability / Compensation
8.1 The Contractor shall only be liable to the Client for damages - except for personal injury - in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties engaged by the Contractor.
8.2 Claims for damages by the Client may only be asserted in court within six months of becoming aware of the damage and the damaging party, but no later than three years after the event giving rise to the claim.
8.3 The Client must provide proof that the damage is attributable to the Contractor's fault.
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 context, the Contractor shall assign these claims to the Client. In this case, the Client shall give priority to these third parties.

9 Confidentiality / Data protection
9.1 The Contractor 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 of operations and practical activities of the Client.
9.2 Furthermore, the Contractor undertakes to maintain confidentiality towards third parties regarding the entire content of the Work as well as all information and circumstances that it has received in connection with the creation of the Work, in particular also regarding the data of the Client's clients.
9.3 The Contractor shall be released from the duty of confidentiality vis-à-vis any assistants and representatives that he/she uses. However, he/she shall transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for his/her own breach.
9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

9.5 The Contractor shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants to 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 data subjects.
10. Fee
10.1 Upon completion of the agreed work, the Contractor shall receive 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 respective progress. The fee shall be due upon invoicing by the Contractor.
10.2 The Contractor shall issue an invoice with all legally required features entitling the Contractor to deduct input tax.
10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the Client upon presentation of an invoice by the Contractor.

10.4 If the agreed work is not performed 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 the expenses saved. The expenses saved shall be agreed at a flat rate of 30 percent of the fee for those 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 shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic invoicing
11.1 The Contractor shall be entitled to send invoices to the Client also 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 contract shall generally end upon completion of the project and the corresponding invoicing. 12.2 Notwithstanding 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 insolvency proceedings have been opened, or - if there are justified concerns regarding the creditworthiness of a contracting party for which insolvency proceedings have not been opened and this party neither makes advance payments at the request of the Contractor nor provides suitable security prior to the Contractor's performance 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 undertake to notify each other immediately of any changes.
13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. Verbal collateral agreements do not exist.
13.3 This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance shall be the Contractor's place of business. The court at the Contractor's place of business shall have jurisdiction over disputes. The Fachverband Unternehmensberatung, Buchhaltung und Informationstechnologie 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 mutually agree to consult registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the commercial mediators or on the content, legal action shall be initiated at the earliest one month after the failure of the negotiations. (2) In the event that mediation does not take place or is terminated, Austrian law shall apply in any legal proceedings that may be initiated. All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors consulted, can be claimed as "pre-litigation costs" in court or arbitration proceedings as agreed.
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