
TERMS AND CONDITIONS FOR BUSINESS CONSULTING MARCH 2018
Professional Association For Management Consulting,
Accounting And Information Technology
Wiedner Hauptstrasse 63
A-1045 Vienna
F: +43-(0)590900-3178
Email: ubit@wko.at
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General principles / scope
- 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 the contract is concluded is decisive.
- These general terms and conditions also apply to all future ones Contractual relationships, thus even if this is not the case with additional contracts is expressly pointed out.
- Conflicting general terms and conditions of the client are invalid unless they are confirmed by the contractor (management consultant) expressly acknowledged in writing.
- That individual In the case,provisions of these General Should the terms and conditions be and/or become invalid, this does not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision is to be replaced by an effective provision that comes closest in meaning and economic purpose.
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2. Scope of the consulting assignment / representation
- The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
- The contractor (management consultant) is entitled to have the tasks incumbent on him performed in whole or in part by third parties. The third party is paid exclusively by the contractor (management consultant) himself. There is no direct contractual relationship whatsoever between the third party and the client.
- The client undertakes to do so during and until the end of three years after the end of this contractual relationship, none of any kind to enter into business relationships with persons or companies whose contractor (management consultant) to fulfill his contractual obligations. In particular, the client will not commission these persons and companies with such or similar consulting services that the contractor (management consultant) also offers.
3. Client’s obligation to provide information / declaration of completeness
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- The client shall ensure that the organizational framework conditions allow the consulting process to be carried out as undisturbed as possible at his place of business, which is conducive to the rapid progress of the consulting process.
- The client will also inform the contractor (management consultant) about previous and/or ongoing consultations – also in other specialist areas. comprehensive information.
- The client ensures that the contractor (management consultant) all documents necessary for the fulfillment and execution of the consulting contract are presented in a timely manner, even without his specific request, and he is informed of all processes and circumstances that are important for the execution of the consulting contract. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.
- The customer shall ensure that his employees and the employee representatives (works council) provided for by law and set up if necessary are informed by the contractor (management consultant) before the work begins.
4. Securing Independence
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- The contractual partners commit to mutual loyalty.
- The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the contractor (management consultant) being endangered. This applies in particular to offers by the customer for employment or the acceptance of orders for their own account.
5. Reporting / Duty to Report
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- The of his contractor employees (mand, agement if applicable, consultant) the commissioned undertakes to third report parties to the as client well on as his the work, progress of the work.
- The client will receive the final report within a reasonable period of time, ie two to four weeks, depending on the type of consulting assignment, after completion of the assignment.
- The contractor (management consultant) is not subject to instructions when producing the agreed work, acts at his own discretion and on his own responsibility. He is not tied to a specific place of work or specific working hours.
6. Intellectual Property Protection
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- The copyrights to the works created by the contractor (management consultant) and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organization charts, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (management consultant) . They may only be used by the client during and after the end of the contractual relationship for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor (management consultant). Under no circumstances shall the contractor (management consultant) be liable to third parties as a result of unauthorized duplication/distribution of the work – in particular for the correctness of the work.
- If the client violates these provisions, the contractor (management consultant) is entitled to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.
7. Warranty
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- The contractor (management consultant) is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its performance that become known. He will inform the customer of this immediately.
- This claim of the customer expires six months after the provision of the respective service.
8. Liability / Damages
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- The contractor (management consultant) is liable to the client for damages except for personal injury – only in the case of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by the contractor contracted third parties.
- Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the party responsible for the damage, but no later than within three years of the event giving rise to the claim.
- The customer must provide evidence in each case that the damage was due to a fault of the contractor.
- If the contractor (management consultant) performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor (management consultant) assigns these claims to the client. In this case, the client will primarily rely on these third parties.
9. Confidentiality / Data Protection
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- The contractor (management consultant) undertakes to maintain strict confidentiality about all business matters of which he is aware, in particular business and trade secrets as well as any information he receives about the type, scope of business and practical activities of the client.
- Furthermore, the contractor (management consultant) undertakes to maintain secrecy towards third parties about the entire content of the work and all information and circumstances that he received in connection with the creation of the work, in particular about the data of clients of the client.
- The contractor (management consultant) is released from the duty of confidentiality towards any assistants and deputies he uses. However, he has to transfer the confidentiality obligation to them completely and is liable for their violation of the confidentiality obligation as for his own violation.
- The confidentiality obligation extends beyond the end of this contractual relationship. Exceptions exist in the case of statutory provisions Disclosure Obligations.
- The contractor (management consultant) is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client warrants to the contractor that all necessary measures, in particular those within the meaning of the Data Protection Act, such as declarations of consent by those affected, have been taken.
10. Honors
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- After completion of the agreed work, the contractor (management consultant) receives a fee according to the agreement between the client and the contractor (management consultant). The contractor (management consultant) is entitled to submit interim accounts according to the progress of the work and to request advance payments corresponding to the respective progress. The fee is due upon invoicing by the contractor.
- The contractor (business consultant) will issue an invoice with all legally required features that entitles the customer to deduct input tax.
- Any cash outlays, expenses, travel expenses, etc. are to be additionally reimbursed by the client against the contractor’s (management consultant’s) invoice.
- If the agreed work is not carried out for reasons on the part of the client or due to a justified premature termination of the contractual relationship by the contractor (management consultant), the contractor (management consultant) retains the right to payment of the entire agreed fee less saved expenses . If an hourly fee is agreed, the fee is to be paid for the number of hours expected for the entire agreed work, minus 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 day the contractual relationship ends.
- In the event of non-payment of interim bills, the contractor (management consultant) is released from his obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.
11. Electronic invoicing
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- The contractor (management consultant) is entitled to send the client invoices in electronic form. The customer agrees that the contractor will send invoices in electronic form (management consultant) expressly agree.
12. Duration of Contract
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- This contract generally ends with the completion of the project.
- Irrespective of this, the contract can be terminated by either party at any time for important reasons without observing a period of notice. An important reason is, in particular,
- if a contractual partner breaches essential contractual obligations or
- if there are legitimate concerns about the creditworthiness of a contracting party about whom no insolvency proceedings have been opened and the contracting party does not make any advance payments at the request of the contractor or provide suitable security before the contractor performs the service and the poor financial situation was not known to the other contracting party at the time the contract was concluded.
13. Final Provisions
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- The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other of any changes immediately.
- Changes to the contract and these GTC must be in writing; also one Derogation from this formal requirement. Verbal collateral agreements do not exist.
- This contract is governed by substantive Austrian law to the exclusion of Reference norms of international private law applicable. The place of fulfillment is the place of business establishment of the contractor (management consultant). The court at the place of business of the contractor (management consultant) is responsible for disputes.
The Association for Management Consulting, Accounting and Information Technology recommends the following as a business-friendly means of dispute resolution Mediation Clause:
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- In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to consult registered mediators (ZivMediatG) with a focus on 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 business mediators or on the content can be no earlier than one month after the failure of the negotiations legal action initiated.
- In the event that mediation does not take place or is aborted, Austrian law applies to any court proceedings that may have been initiated. All necessary expenses incurred as a result of previous mediation, in particular those for legal advisors consulted, can be claimed as “pre-trial costs” in court or arbitration proceedings as agreed.