GENERAL TERMS AND CONDITIONS
for implementation projects 10/2023

  1. General Terms and Conditions / Scope
    1. All legal transactions between the Client and the Contractor (Management Consultant) shall be governed exclusively by these General Terms and Conditions of Business (GTC) in the version valid at the time of conclusion of the contract.
    2. These General Terms and Conditions also apply to all future contractual relationships,
      even if these General Terms and Conditions are not expressly referred to in ancillary contracts.
      is referred to.
    3. Conflicting general terms and conditions of the Client shall be invalid unless they are expressly recognized in writing by the Agent (Management Consultant).
    4. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the remaining provisions and the contracts concluded on the basis of these provisions. The invalid provision shall be replaced by a provision that comes as close as possible to the meaning and economic purpose of the invalid provision
  2. Scope of consulting assignments / representation
    1. The scope of the respective consulting assignment is agreed individually as part of the final offer.
    2. The Agent (Management Consultant) shall be entitled to subcontract that part of the system administration for which the Agent is responsible to third parties. Payment of these third parties shall be made exclusively by the Agent (Management Consultant). No contractual relationship shall exist between the Principal and this third party.
    3. During the term of this Agreement and for a period of three years after its termination, the Principal undertakes not to enter into any transactions with persons or organizations used by the Agent (Management Consultant) to fulfil its contractual obligations. In particular, the Principal shall not commission such persons or organizations to provide the same or similar consulting services as those offered by the Agent (Management Consultant).
  3. Information obligation of the client / declaration of completeness
    1. The client shall ensure that the organizational conditions at the client's premises allow the consulting process to proceed swiftly and undisturbed during the execution of the consulting assignment.
    2. The Client shall also inform the Contractor (Management Consultant) in detail about consultancy projects already carried out and/or in progress, including in other areas of expertise, but only if they have an influence on the Contractor's project.
    3. The Principal shall provide the Agent (Management Consultant) with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner and without being requested to do so, and shall inform the Agent of all processes and circumstances that are of significance for the execution of the consulting assignment. This also includes all documents, activities and circumstances that become known or accessible during the execution of the consultancy assignment.
    4. The client shall ensure that all employees and any employee representatives (works council) required by law are informed of the contractor's consulting activities before the start of the assignment.
  4. Maintaining independence
    1. The contracting parties are obligated to mutual loyalty.
    2. The contracting parties shall be obliged to take all necessary measures to ensure that the independence of all persons working for the Agent (Management Consultant) or third parties employed by the Agent is not jeopardized. This applies in particular to any offers of employment made by the Principal or the acceptance of orders on the Principal's own account. This shall apply until the end of the project plus one year.
  5. Reporting/reporting obligation
    1. The Agent (Management Consultant) shall be obliged to report to the Principal on the progress of the work performed by persons working for the Agent and/or third parties engaged by the Agent.
    2. The contractor (management consultant) delivers the final report promptly, i.e. two to four weeks after completion of the assignment, depending on the type of assignment.
    3. The Agent (Management Consultant) shall not be bound by instructions when providing the agreed service and may act at its own discretion and under its own responsibility. The Agent shall not be obliged to work at a specific location or to adhere to specific working hours.
  6. Protection of intellectual property
    1. The Agent (Management Consultant) shall retain all copyrights to all work produced by the Agent and/or by persons working for the Agent and/or by third parties employed by the Agent (in particular offers, reports, analyses, expert opinions, organizational charts, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.). The Client may use these materials during the term of the contract and after its termination exclusively for the purposes described in the contract.
    2. The Client is therefore not entitled to reproduce or distribute these materials without the express consent of the Contractor (Management Consultant).
      Any breach of this provision by the Principal shall entitle the Agent (Management Consultant) to terminate the contract prematurely and to assert further statutory claims, in particular for injunctive relief and/or damages.
  7. Warranty
    1. The Agent (Management Consultant) shall be entitled and obliged, regardless of fault, to correct any errors and/or inaccuracies in the Agent's work that subsequently become known. The Agent shall inform the Principal thereof without delay.
    2. This right of the client expires six months after completion of the respective service. Within this defined warranty period after completion (go-live) of the respective service, errors caused by the implemented system must be rectified at no cost to the client.
  8. Liability / Compensation
    1. The Agent (Management Consultant) shall be liable to the Client for damages - with the exception of personal injury - only to the extent that these are based on gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage caused by third parties engaged by the Agent.
    2. Claims for damages by the client can only be asserted in court within six months of the claimant becoming aware of the damage and the person causing the damage, but no later than three years after the event giving rise to the claim.
    3. The client must prove that the contractor is at fault.
    4. If the Contractor (Management Consultant) provides the required services with the assistance of third parties, any warranty claims and claims for damages arising against the third party shall be passed on to the Contractor.
  9. Confidentiality/data protection
    1. The Agent (Management Consultant) shall be obliged to maintain confidentiality regarding all business matters of which it becomes aware in the course of the provision of services, in particular business and trade secrets and other information regarding the nature and/or scope of the Principal's business and/or practical activities.
    2. In addition, the Agent (Management Consultant) shall be obliged to maintain confidentiality vis-à-vis third parties regarding the content of the work performed and all information and circumstances that have contributed to the completion of the work, in particular regarding data of the Principal's customers.
    3. The Agent (Management Consultant) shall not be obliged to maintain confidentiality vis-à-vis persons working for the Agent or representatives of the Agent. The Agent (Management Consultant) shall be obliged to obligate these persons to maintain complete confidentiality and shall be liable for their breach of confidentiality in the same way as if the Agent had breached confidentiality.
    4. The obligation to maintain confidentiality shall remain in force indefinitely even after termination of this contract - with the exception of any obligation to provide evidence.
    5. The Agent (Management Consultant) shall be entitled to use the personal data entrusted to it for the purposes of providing the service. The Agent (Management Consultant) shall guarantee the Principal that all necessary measures are taken, in particular those required under data protection law, e.g. that declarations of consent are obtained from the persons concerned.
  10. Remuneration
    1. The remuneration will be specified in the final offer.
    2. The contractor (management consultant) shall issue an invoice with all legally required features entitling the customer to deduct input tax.
    3. If the agreed work is not carried out for reasons on the part of the Principal or due to a justified premature termination of the contractual relationship by the Agent (Management Consultant), the Agent (Management Consultant) 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 are 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.
    4. In the event of non-payment of interim invoices, the Agent (Management Consultant) shall be released from its obligation to provide further services.
    5. However, this shall not affect the assertion of further claims resulting from non-payment.
  11. Electronic invoicing
    1. The Agent (Management Consultant) shall be entitled to transmit invoices electronically. The Principal expressly agrees to accept invoices sent electronically by the Agent (Management Consultant).
  12. Duration of the contract
    1. This contract ends with the completion of the project; the end of the project is defined in the final offer.
    2. Furthermore, this contract may be terminated by either party at any time for good cause without notice. Reasons for premature termination include the following:
      • a party breaches material provisions of the contract,
      • a party is in default of payment after the opening of insolvency proceedings,
      • there are justified concerns regarding the Client's creditworthiness, even though insolvency proceedings have not been opened, the Client neither makes an advance payment nor provides suitable security at the request of the Agent (Management Consultant) and the Agent (Management
      • Consultant) was not aware of the Client's poor financial situation when the contract was concluded,
      • there are justified concerns regarding the creditworthiness of the contractor, even if insolvency proceedings have not been opened.
  13. Final provisions
    1. The contracting parties declare that all information contained herein is correct and true to the best of their knowledge and belief. They mutually undertake to inform the other party of any changes without delay.
    2. Amendments and supplements to the final offer or these General Terms and Conditions must be made in writing. This also applies to a waiver of this written form requirement.
    3. This contract shall be governed by the substantive law of the Republic of Austria to the exclusion of the conflict of law rules of private international law. The place of performance shall be the registered office of the Agent (Management Consultant). The place of jurisdiction for all disputes shall be the court at the place where the Agent (Management Consultant) has its registered office.
    4. Amendments and additions to the final offer or these General Terms and Conditions must be made in writing. This shall also apply to any waiver of this written form requirement.
    5. This contract shall be governed by the substantive law of the Republic of Austria to the exclusion of the conflict of law rules of private international law. The place of performance shall be the registered office of the Agent (Management Consultant). The place of jurisdiction for all disputes shall be the court at the place where the Agent (Management Consultant) has its registered office.