TERMS OF SALES
1. general basics / field of application
1.1 These general conditions of sale apply exclusively to all legal transactions between the principal and the agent (company adviser) - hereinafter only the term agent will be used -. The version in force at the time of the conclusion of the contract is authoritative.
1.2 These general terms and conditions also apply to all future contractual relationships, therefore even if they are not expressly mentioned in the additional contracts.
1.3 Conflicting general terms and conditions of the customer are not valid unless they are expressly acknowledged in writing by the service provider.
1.4 Should individual provisions of these general terms and conditions be and/or become invalid, this shall not affect the validity of the remaining provisions and of the contracts concluded on the basis thereof. The invalid provision must be replaced by a valid provision that comes closest to its meaning and economic purpose.
2 Scope of the advisory/representation mandate
2.1 The scope of a concrete consulting assignment is contractually agreed on a case-by-case basis.
2.2 The agent is authorized to have all or part of the tasks entrusted to him performed by third parties. The payment of the third party is made exclusively by the service provider himself/herself. No direct contractual relationship of any kind whatsoever is established between the third party and the principal.
2.3 The client undertakes not to maintain commercial relations, whatever they may be, with persons or companies to which the service provider has recourse for the performance of its contractual obligations, during and until at the expiry of a period of three years from the end of this contractual relationship. In particular, the client shall refrain from entrusting these persons and companies with consulting services of the same nature or similar to those offered by the service provider.
3 Mandator's obligation to inform / declaration of completeness
3.1 The principal ensures that the organizational framework conditions allow, during the execution of the advisory mandate at his registered office, work to be as undisturbed as possible and conducive to the rapid progress of the advisory process. .
3.2 The client will also inform the service provider in detail about the consultations carried out previously and/or in progress, including in other specialist areas.
3.3 The client ensures that all the documents necessary for the fulfillment and execution of the consulting mission are presented in good time to the service provider, even without any specific request on their part, and that he/she is informed of all processes and circumstances that are important for the performance of the consultancy assignment. This also applies to all documents, processes and circumstances that are known only during the activity of the consultant.
3.4 The principal ensures that his/her employees and the employee representation provided for by law and possibly set up (works council) are informed by the agent even before the start of his/her activity. .
4. guarantee of independence
4.1 The contracting parties commit to mutual loyalty.
4.2 The contracting parties mutually undertake to take all measures likely to prevent the independence of mandated third parties and employees of the service provider from being threatened. This applies in particular to offers of employment or taking on assignments for the client's own account.
5. reporting / reporting obligation
5.1 The contractor undertakes to report to the contractor on his/her work, that of his/her employees and, where applicable, that of mandated third parties, depending on the 'progress.
5.2 The final report will be delivered to the Principal within a reasonable period of time, ie two to four weeks, depending on the nature and extent of the consultancy assignment, after the completion of the assignment.
5.3 When carrying out the agreed work, the agent is not subject to any instructions and acts as he wishes and under his own responsibility. He/she is not tied to any particular workplace or schedule.
6) Protection of intellectual property
6.1 The copyright on the works created by the contractor, his/her collaborators and mandated third parties (in particular offers, reports, analyses, expertise, organization charts, programs, specifications, projects, calculations, drawings, data carriers, etc. They may only be used by the principal during and after the end of the contractual relationship for purposes covered by the contract. is not authorized to reproduce and/or distribute the work(s) without the express agreement of the service provider. Under no circumstances shall an unauthorized reproduction/diffusion of the work responsibility of the service provider vis-à-vis third parties, in particular with regard to the accuracy of the work.
6.2 Violation of these provisions by the customer entitles the service provider to terminate the contract immediately and prematurely and to assert other legal rights, in particular with regard to termination and/or damages.
7. warranty
7.1 The contractor is authorized and obliged, without regard to any fault whatsoever, to remedy inaccuracies and defects of which he/she becomes aware within the scope of the legal guarantee. of his performance. He/she will immediately inform the customer.
7.2 This right of the customer expires six months after the provision of the service concerned.
8 Liability / Damages
8.1 The service provider is only liable to the customer for damage - with the exception of personal injury - in the event of gross negligence (intentional or grossly negligent). This applies by analogy to damage caused by third parties to whom the contractor has called.
8.2 Claims for damages by the customer can only be brought before the courts within six months of becoming aware of the damage and of the author of the damage, but at the latest within three years from the event giving rise to the request.
8.3 The principal must each time provide proof that the damage is attributable to a fault on the part of the agent.
8.4 If the contractor performs the work with the help of third parties and warranty claims and/or liability claims against these third parties arise in this context, the contractor order assigns these rights to the principal. In this case, the principal will turn in priority against these third parties.
9. confidentiality / data protection
9.1 The contractor undertakes to keep absolute secrecy on all commercial matters of which he/she has knowledge, in particular commercial and company secrets as well as any information which he/she receives on the nature, scope of the business and practical activity of the contractor.
9.2 In addition, the contractor undertakes not to disclose to third parties the entire content of the work as well as all information and circumstances which have come to him in the course of carrying out the the work, in particular the data relating to the clients of the contractor.
9.3 The contractor is released from the obligation to maintain secrecy with regard to any assistants and representatives he/she uses. He/she must, however, pass on the obligation of secrecy to them in full and is liable for their violation of the obligation of secrecy as well as for his/her own violation.
9.4 The obligation of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory testimonial obligations.
9.5 The agent is authorized to process the personal data entrusted to him/her within the framework of the purpose of the contractual relationship. The customer guarantees to the service provider that all necessary measures have been taken for this purpose, in particular those provided for by data protection law, such as declarations of consent by the persons concerned.
10. fees
10.1 After completion of the agreed work, the Contractor receives fees in accordance with the agreement between Principal and Contractor. The agent is entitled to draw up interim statements depending on the progress of the work and to request down payments corresponding to the progress of the work. The fees are due at the time of invoicing by the contractor.
10.2 The representative will draw up an invoice giving right to the input tax deduction and including all the features required by law.
10.3 Cash expenses, fees, travel expenses, etc. incurred must be reimbursed in addition by the customer on presentation of the invoice of the service provider.
10.4 If the execution of the agreed work does not take place for reasons attributable to the client or due to a justified early termination of the contract by the contractor, the latter retains the right to payment of the full agreed fee. , less costs saved. If an hourly fee is agreed, the fee shall be paid for the expected number of hours for the entire agreed work, minus the saved expenses. The costs saved are fixed at a flat rate of 30% of the fees for services that the contractor has not yet provided on the date of the end of the contract.
10.5 In the event of non-payment of interim invoices, the contractor is released from his/her obligation to provide further services. However, this does not affect the assertion of other rights resulting from non-payment.
11. electronic invoicing
11.1 The service provider is authorized to send invoices to the customer also in electronic form. The customer expressly agrees to the sending of invoices in electronic form by the supplier.
12 Duration of contract
12.1 This contract ends in principle with the completion of the project and the corresponding invoicing.
12.2 Notwithstanding the foregoing, the contract may be terminated at any time by either party for good cause, without notice. Are particularly considered as important reasons,
- if one of the parties breaches essential contractual obligations, or
- if a contracting party is in arrears after the opening of insolvency proceedings, or
- if there are justified doubts as to the solvency of a contracting party which is not subject to insolvency proceedings and that, at the request of the contractor , does not make advance payments or provide adequate security before the performance of the contractor and that the poor financial situation of the other contracting party was not known at the time of the conclusion of the contract .
13. final provisions
13.1 The contracting parties confirm that they have provided all the information contained in the contract in a conscientious and truthful manner and undertake to notify each other immediately of any changes.
13.2 Changes to the contract and these GTC require written form; the same applies to any derogation from this formal requirement. There are no oral side agreements.
13.3 Austrian substantive law applies to this contract, to the exclusion of the referral norms of private international law and the United Nations Convention on Contracts for the International Sale of Goods. The place of performance is the place of the contractor's professional establishment. In the event of a dispute, the court of the place of business of the contractor is competent.
The Professional Association for Management Consulting, Accounting and Information Technology recommends the following mediation clause as a cost-effective means of dispute resolution:
(1) In the event of a dispute arising from this contract and which cannot be settled amicably, the contracting parties agree by mutual agreement to call on registered mediators (ZivMediatG) specializing in commercial mediation and appearing on the list of the Ministry of Justice, in order to settle the dispute amicably. If no agreement can be reached on the choice of economic mediators or on the content, legal proceedings will be initiated at the earliest one month after the failure of the negotiations.
legal action is initiated.
(2) In the event of failure or termination of the mediation, Austrian law shall apply to any legal proceedings initiated.
Any necessary expenses incurred as a result of prior mediation, in particular those relating to legal advisers consulted, may be claimed, as agreed, in court or arbitral proceedings as "pre-procedural expenses".