1. General Principles / Scope

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1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant). The version valid at the time of contract conclusion is authoritative.

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1.2 These General Terms and Conditions also apply to all future contractual relationships, including when they are not expressly referenced in additional contracts.

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1.3 Contradictory General Terms and Conditions of the client are invalid unless expressly acknowledged in writing by the contractor (management consultant).

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1.4 If individual provisions of these General Terms and Conditions are or become invalid, this does not affect the validity of the remaining provisions and the contracts based on them. The invalid provision shall be replaced by a valid provision that comes closest to its intended meaning and economic purpose.

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2. Scope of Consulting Services / Representation

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2.1 The scope of a specific consulting assignment will be contractually agreed upon in each individual case.

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2.2 The contractor (management consultant) is entitled to have the tasks assigned to him performed in whole or in part by third parties. Payment to the third party shall be made solely by the contractor (management consultant). No direct contractual relationship arises between the third party and the client.

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2.3 The client undertakes not to enter into any business relationship with individuals or companies that the contractor (management consultant) uses to fulfill his contractual obligations during and for a period of three years after the termination of this contractual relationship. The client will not commission these individuals or companies with similar consulting services offered by the contractor (management consultant).

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3. Disclosure Obligation of the Client / Completeness Declaration

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3.1 The client shall ensure that the organizational conditions at their business location allow for an undisturbed and efficient progress of the consulting process.

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3.2 The client will also provide comprehensive information to the contractor (management consultant) about previous and/or ongoing consultations, including those in other fields of expertise.

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3.3 The client shall ensure that all documents necessary for the fulfillment and execution of the consulting assignment are provided to the contractor (management consultant) in a timely manner, and that the contractor is informed of all relevant processes and circumstances, including those that become known only during the consultant's activities.

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3.4 The client shall ensure that their employees and any legally required employee representation (works council) are informed about the contractor's (management consultant's) activities before the contractor begins their work.

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4. Safeguarding Independence

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4.1 The contracting parties commit to mutual loyalty.

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4.2 The contracting parties undertake to take all necessary precautions to prevent any threat to the independence of the commissioned third parties and employees of the contractor (management consultant). This includes offers from the client for employment or the assumption of contracts on their own account.

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5. Reporting / Reporting Obligation

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5.1 The contractor (management consultant) commits to reporting on their work, the work of their employees, and possibly also the work of third parties commissioned, according to the progress of the assignment.

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5.2 The final report will be provided to the client within a reasonable time, i.e., two to four weeks, depending on the type of consulting assignment, after the completion of the assignment.

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5.3 The contractor (management consultant) is free to determine the manner of producing the agreed work, acting at their own discretion and responsibility. They are not bound to a specific location or working hours.

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6. Protection of Intellectual Property

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6.1 The copyright to the works created by the contractor (management consultant) and their employees and commissioned third parties (including offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remains with the contractor (management consultant). The client may use the work solely for the purposes covered by the contract, both during and after the termination of the contractual relationship. The client is not entitled to reproduce and/or distribute the work without the explicit consent of the contractor (management consultant). Unauthorized reproduction/distribution of the work does not create liability for the contractor (management consultant) towards third parties, especially concerning the accuracy of the work.

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6.2 A violation of these provisions by the client entitles the contractor (management consultant) to immediately terminate the contractual relationship and to assert other legal claims, especially for injunctions and/or damages.

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7. Warranty

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7.1 The contractor (management consultant) is entitled and obligated, regardless of fault, to correct any inaccuracies and defects in their performance as they become known. The contractor will inform the client of this immediately.

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7.2 This claim by the client expires six months after the performance of the respective service.

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8. Liability / Compensation

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8.1 The contractor (management consultant) is liable to the client for damages—excluding personal injury—only in cases of gross negligence (intent or gross negligence). This also applies to damages caused by third parties engaged by the contractor.

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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 party causing it, but no later than three years after the event giving rise to the claim.

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8.3 The client must prove that the damage is due to the contractor’s fault.

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8.4 If the contractor (management consultant) provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties, the contractor (management consultant) will assign these claims to the client. In such a case, the client will primarily pursue these claims with the third parties.

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9. Confidentiality / Data Protection

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9.1 The contractor (management consultant) commits to absolute confidentiality about all business matters they become aware of, including business and trade secrets, as well as any information about the nature, scope, and practical activities of the client.

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9.2 The contractor (management consultant) also commits to maintaining confidentiality about the entire content of the work and all information and circumstances related to the creation of the work, including client data, towards third parties.

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9.3 The contractor (management consultant) is exempt from the confidentiality obligation concerning any assistants or representatives they use. However, the contractor must fully transfer the confidentiality obligation to these individuals and is liable for their breaches of confidentiality as for their own.

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9.4 The confidentiality obligation extends indefinitely, even beyond the end of the contractual relationship, with exceptions for legally mandated disclosures.

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9.5 The contractor (management consultant) is authorized to process personal data entrusted to them within the scope of the contractual purpose. The client warrants that all necessary measures, particularly those under data protection laws, such as consent declarations from affected individuals, have been taken.

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10. Fees

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10.1 After the completion of the agreed work, the contractor (management consultant) will receive a fee according to the agreement between the client and the contractor (management consultant). The contractor (management consultant) is entitled to submit interim invoices and request advance payments corresponding to the progress of the work. The fee is due upon invoicing by the contractor.

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10.2 The contractor (management consultant) will issue an invoice with all legally required features for VAT deduction.

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10.3 Any out-of-pocket expenses, disbursements, travel costs, etc., are to be reimbursed by the client in addition to the contractor’s (management consultant’s) invoice.

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10.4 If the performance of the agreed work is prevented due to 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 right to payment of the entire agreed fee minus saved expenses. In the case of an hourly fee agreement, the fee for the number of hours expected for the entire agreed work, minus saved expenses, is to be paid. Saved expenses are agreed upon as a flat rate of 30 percent of the fee for those services not yet provided by the contractor up to the termination of the contractual relationship.

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10.5 In the event of non-payment of interim invoices, the contractor (management consultant) is released from the obligation to provide further services. However, the assertion of further claims resulting from non-payment remains unaffected.

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11. Electronic Invoicing

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11.1 The contractor (management consultant) is entitled to send invoices to the client in electronic form. The client expressly agrees to receive invoices in electronic form from the contractor (management consultant).

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12. Duration of the Contract

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12.1 This contract generally ends upon completion of the project.

12.2 Notwithstanding the above, the contract can be terminated by either party at any time for important reasons without notice. Important reasons include:

• A significant breach of contractual obligations by one party, or

• One party becoming overdue in payment after the initiation of insolvency proceedings, or

• Legitimate concerns about the solvency of a party not undergoing insolvency proceedings, where the client has not received advance payments or suitable security before the contractor’s performance and the poor financial situation was not known to the other party at the time of contract conclusion.

13. Final Provisions

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13.1 The parties confirm that all information in the contract has been provided diligently and truthfully and undertake to promptly inform each other of any changes.

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13.2 Amendments to the contract and these Terms and Conditions must be made in writing, as must any waiver of this form requirement. No oral side agreements exist.

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13.3 Austrian substantive law applies to this contract, excluding the conflict of laws rules of international private law. The place of performance is the location of the contractor’s (management consultant’s) professional office. The court at the contractor’s (management consultant’s) place of business has jurisdiction for disputes.

 

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

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(1) In the event of disputes arising from this contract that cannot be resolved amicably, the parties agree to involve registered mediators (under the Civil Mediation Act) with a focus on business mediation from the list of the Ministry of Justice. If an agreement cannot be reached on the selection of business mediators or on content, legal action may be initiated no earlier than one month after the failure of negotiations.

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(2) In the case of an unsuccessful or terminated mediation, Austrian law applies to any court proceedings that may be initiated. Necessary expenses incurred due to prior mediation, including those for legal advisors, may be claimed as "pre-litigation costs" in court or arbitration proceedings.