1 General Principles / Scope of Application
These General Terms and Conditions shall apply exclusively to all legal transactions between the Principal and the Contractor (Consultant). The version valid at the time of conclusion of the contract shall be authorit ative in each case.
These General Terms and Conditions shall also apply to all future contractual relationships, thus even if no express reference is made to them in supplementary contracts.
Any General Terms and Conditions of Business of the Employer to the contrary shall be invalid unless expressly acknowledged in writing by the Contractor (Consultant).
In the event that individual provisions of these General Terms and Conditions should be 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 which comes as close as possible to its meaning and economic purpose.
2 Scope of the Consulting Order / Substitution
The scope of a specific consulting assignment shall be contractually agreed in each individual case.
The Contractor (Consultant) 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 Agent (Consultant) itself. No direct contractual relationship whatsoever shall arise between the third party and the Employer.
The Employer undertakes not to enter into any business relationship whatsoever with persons or companies used by the Agent (Consultant) for the performance of its contractual obligations during or up to three years after termination of this contractual relationship. In particular, the Employer shall not commission such persons or companies to provide the same or similar consulting services as those offered by the Agent (Consultant).
3. Duty of the client to provide information / declaration of completeness
The Employer shall ensure that the organizational framework conditions for the performance of the consulting assignment at its place of business permit work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
The Principal shall also inform the Contractor (Consultant) comprehensively about previously performed and/or ongoing consulting - also in other specialist areas.
The Principal shall ensure that the Agent (Consultant) is provided in a timely manner with all documents necessary for the performance and execution of the consulting assignment, even without the Agent's specific request, and that the Agent is informed of all processes and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the Consultant's activities.
4 Safeguarding of Independence
The contracting parties undertake to be loyal to each other.
The parties to the contract mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of the Contractor (Consultants) from being jeopardized. This shall apply in particular to offers made by the Employer for employment or the acceptance of orders on its own account.
5 Obligation to follow instructions
The Agent (Consultant) shall not be bound by instructions in the production of the agreed work and shall act at his own discretion and on his own responsibility. He shall not be bound to any particular place of work or to any particular working hours.
6 Protection of Intellectual Property
The copyrights to the works created by the Contractor (Consultant) and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor (Consultant). They may be used by the Employer 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 (Consultant). Under no circumstances shall an unauthorized reproduction/dissemination of the Work give rise to any liability on the part of the Agent (Consultants) - in particular, for example, for the correctness of the Work - vis-à-vis third parties.
Any violation of these provisions by the Principal shall entitle the Agent (Consultant) to terminate the contractual relationship immediately and prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.
The Agent (Consultant) shall be entitled and obliged, irrespective of fault, to remedy any inaccuracies and defects in its services that become known. The Consultant shall inform the Employer thereof without delay.
This claim of the Employer shall expire six months after the respective service has been rendered.
8 Liability / Compensation
The Agent (Consultant) shall be liable to the Employer for damages - except for personal injury - only in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage caused by third parties engaged by the Consultant.
Claims for damages by the Customer may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.
The Principal shall in each case furnish proof that the damage is attributable to the Contractor's fault.
If the Contractor (Consultant) performs the Work with the assistance of third parties and warranty and/or liability claimsarise against these third parties in this connection, the Contractor (Consultant) shall assign these claims to the Employer. In this case, the Employer shall give priority to these third parties.
9 Secrecy / Data Protection
The Agent (Consultant) undertakes to maintain absolute secrecy with regard to all business matters of which it becomes aware, in particular business and trade secrets, as well as any information it obtains about the nature, scope of operations and practical activities of the Principal.
Furthermore, the Agent (Consultant) undertakes to maintain secrecy vis-à-vis third parties about the entire content of the Work and all information and circumstances that it has received in connection with the preparation of the Work, in particular also about the data of the Principal's clients.
The Contractor (Consultant) shall be released from the duty of confidentiality with respect to any assistants and substitutes of which it makes use. However, the Consultant shall impose the duty of confidentiality on them in full and shall be liable for their breach of the duty of confidentiality as for its own breach.
The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to make statements.
The Contractor (Consultant) shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Employer shall warrant 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 by the data subjects.
The Contractor (Consultant) shall be entitled to publicly communicate the ongoing or concluded business relationship, in particular for its own advertising materials as well as web presences, and may use the name, logo or other textual / visual media of the Principal in this context, unless explicitly revoked.
After completion of the agreed work, the Agent (Consultant) shall receive a fee in accordance with the agreement between the Principal and the Agent (Consultant). The Contractor (Consultant) shall be entitled to issue interim invoices in accordance with the progress of the work and the quotation and to demand payment on account in accordance with the respective progress. The fee shall be due in each case upon presentation of the invoice by the Contractor.
2 The Contractor (Consultant) shall issue an invoice with all legally required features entitling the Contractor to deduct input tax.
Any cash expenses, out-of-pocket expenses, travel expenses, etc. incurred shall be reimbursed additionally by the Principal upon presentation of an invoice by the Agent (Consultant). This also includes working materials (printed matter, product samples) as well as all travel and accommodation expenses (business class for air travel exceeding 4 hours from the Consultant's point of departure).
If the agreed work is not performed for reasons attributable to the Employer or due to justified premature termination of the contractual relationship by the Contractor (Consultant), the Contractor (Consultant) shall retain the right to payment of the entire agreed fee less any 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 saved expenses are agreed as a lump sum of 30 percent of the fee for those services which the Contractor has not yet performed by the day of termination of the contractual relationship.
In the event of non-payment of interim invoices, the Contractor (Consultant) shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
Any change in the scope of the project as well as additional service and time expenditures that are not the responsibility of the Contractor (Consultant), such as construction delays, permits, internal approvals, etc.), may give rise to additional fee payments, which shall be agreed accordingly.
11 Electronic invoicing
The Contractor (Consultant) shall be entitled to send invoices to the Employer also in electronic form. The Principal expressly agrees to the Contractor (Consultant) sending invoices in electronic form.
12 Duration of the Contract
This contract shall generally end upon completion of the project.
Notwithstanding this, the contract may be terminated at any time for good cause by either party without notice. Good cause shall be deemed to exist in particular.
- if a contractual partner violates essential contractual obligations or
- if a contractual partner defaults on payment after insolvency proceedings have been opened.
- if there are justified doubts regarding the creditworthiness of a contractual partner in respect of whom insolvency proceedings have not bee n opened and the contractual partner, at the request of the contractor, neither makes advance payments nor provides suitable security prior to performance by the contractor and the poor financial circumstances were not known to the other contractual partner at the time the contract was concluded.
13. Final provisions
The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
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.
This contract shall be governed by Austrian substantive law, excluding the conflict of laws rules of private international law. The place of performance shall be the place of the Contractor's (Consultants') professional establishment. The court at the Contractor's (Consultants') place of business shall have jurisdiction over any disputes.