General Terms and Conditions

I. SCOPE, APPLICATION OF GTC

The contractor does consulting work solely on the basis of these General Termes and Conditions (GTC). They are a constituent element of all assignments. They apply to all future assignments, even if not explicitly included in writing. Placing the order implies accepting exclusive application of these GTC.

II. CLIENT’S GTC WITHOUT OBLIGATION

General Terms and Conditions of the client are only binding insofar as their applicability or partial applicability was explicitly accepted by the contractor.

III. FORM AND SCOPE OF CONSULTING ASSIGNMENTS

Consulting assignments and other agreements are only legally binding if confirmed in writing and with legal signature by the contractor. They mutually oblige only to the extent agreed upon in writing.

IV. CLIENT´S SUPPORT

1. The client is to ensure that the organisational parameters provide for undisturbed working conditions that enhance rapid progress of the consulting process while performing the assignment.
2. The client is obliged, even without explicit request of the contractor, to provide all information required for fulfilling the consulting assignment. The client has to indicate which materials (data carrier, data, benchmark-data, analyses, programs, etc.) provided to the contractor he wishes to have returned after completion of the consulting assignment.

V. ANTI-PIRATING AGREEMENT

The client shall refrain from any direct or indirect enticement of the contractor’s employees for his own company or others associated to him.

VI. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

1. The contractor reserves all property, designs and copy rights for offers, reports, analyses, surveys, organisation plans, programs, specifications, drafts, calculations, images, data carriers and the like.
2. Considering that the consulting services rendered are contractor’s intellectual property, the usufructuary right of the same is exclusively for client’s own purposes and only to the extent designated in the contract, even after payment of the fees.
3. The client is obliged to ensure that offers, reports, analyses, surveys, organisation plans, programs, specifications, drafts, calculations, images, data carriers and the like developed during the consulting assignment by contractor’s employees are only used for the purpose of the assignment.
4. The client is responsible for ensuring that these documents are not made accessible to third parties without express written consent.

VII. USE OF SOFTWARE

1. As far as software is part of the scope of service, the contracting party is granted the non-exclusive right (license) to use the software provided as well as its documentation. It is provided for use on the designated system. Use of the software on more than one system requires express consent.
2. All other rights to the software as well as the documentation including copies remain with the contractor. Granting of sublicenses is not permitted.

VIII. TIME AND PLACE OF PERFORMANCE

1. The period for performing the service shall be governed by the agreement. Service commencement requires that all commercial and technical issues between the contracting parties have been resolved and that the client has fulfilled all his obligations e.g. providing all necessary documents or payment of a deposit agreed upon.
2. Place of performance for all contractors’ services are Vienna, Austria.

IX. RETENTION OF RIGHTS

All services rendered (documents, plans etc.,) remain contractor’s property – regardless of the relevant legal basis – until all outstanding claims have been paid.

X. PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES

1. The contractor is entitled to receive payment of the consulting fees as well as to possible reimbursement of expenses if agreed upon. Unless otherwise agreed upon, the fees are due after completion of the consulting assignment.
2. If the assignment cannot be completed due to reasons attributable to the client, contractor is nevertheless entitled to the contractual fees as well as reimbursement of expenses. In the event of cancellation of the assignment by the client due to other reasons, the account for the assignment will be settled in accordance with the status of the assignment, however at least one third of the contractual fee.
3. If the assignment is not fulfilled due to legitimate reasons on contractor’s side, the contractor is only entitled to the part of the fee representing his services performed, to the extent that they are exploitable by the client.

XI. TERMS OF PAYMENT AND DEFAULT INTEREST

1. The contractual consulting fee, as well as possible reimbursement of expenses plus Value Added Tax is due immediately and without deduction upon rendering the invoice.
2. In case of delayed payment by the client, a default interest of 8% above the base interest rate of the Austrian National Bank in force on the due date applies. The contractor’s right to further claims for compensation for default shall remain unaffected.

XII. CONFIDENTIALITY, DATA PROTECTION, DECLARATION OF CONSTENT

1. The client is obliged to handle all information and data he receives from the contractor concerning the execution of the assignment in a strictly confidential manner and not to make them accessible to third parties. This obligation continues beyond completion of the assignment. The client is hereby informed, according to the data protection act, that the contractor saves his data in machine-readable form and processes it digitally for the purpose of the assignment. Should the contractor collaborate with third parties for performing the services, he is authorised to forward data if necessary.
2. The contractor may only provide reports, expert opinions, and other written statements regarding the results of their work to third parties with the consent of the client.

XIII. WARRANTY

1. The absence of guaranteed properties must be reprimanded in writing and in detail by the client upon fulfilment of the consulting assignment. The absence of a return statement or the failure to fully test shall be considered as approval of the work and result in the loss of all warranty claims and cancellation rights. Complaints about contractor’s services shall immediately, at the latest within 8 days, be submitted in writing. The client is entitled to a free remedy of defects or faults, as far as they lie within the contractor’s responsibility. The client has to give the contractor the necessary time and opportunity for rectifying the defects.
2. Should rectification of possible defects or faults fail, then the client is entitled to claim reduction or -if as a result of the failure of rectification, the service provided is of no value – to claim a conversion. In the case of warranty, rectification of defects certainly has precedence over reduction or conversion. The terms of article XIV apply where there are claims for damages beyond this.
3. This claim to warranty expires one year after contractor renders the service objected to.
4. Shifting of burden of proof, meaning contractor’s obligation to prove innocence with respect to the defect, is excluded.

XIV. LIMITATION OF CONTRACTOR’S LIABILITY, PERIOD FOR CLAIMING DAMAGE

1. Contractor’s liability for damages due to slight negligence as well as consequential damages and financial damages, not achieved savings, and third party damages against the client are excluded.
2. The contractor is only liable for grossly negligent or deliberate damages caused by the contractor himself or one of his agents. These liability provisions apply to contractual and non-contractual claims.
3. In the event of gross negligence (except extremely gross negligence) contractor is liable up to the amount of five times the contractual fee for the relevant assignment (excluding possible reimbursements).
4. Liability for loss of profit is limited to cases of deliberate or extremely gross negligence.
5. Legal action for damage can only be filed within six months after the client has obtained knowledge of the damage and no later than three years after the event on which the claim is founded.
6. If the contractor performs his consulting service by involving a third party e.g. a data processing company, trustees, attorneys, and if the client has been informed accordingly, warranty and liability rights towards the third party are considered as being ceded to the client.

XV. APPLICABLE LAW, PLACE OF JURISDICTION

Austrian law shall be applicable for all legal relations of the parties. The court of jurisdiction is situated at the client’s domicile.

XVI. WRITTEN FORMS, SIGNING OF CONTRACTUAL STATEMENTS

Offering a contractual closure or accepting an offer for a contractual closure need to be in writing having a legally binding signature of the contractual partners’ representatives in order to be legally effective. The same applies to subsidiary agreements, amendments and additions to a contract as well as to amendments to this provision.

XVII. INVALIDITY CLAUSE

In the event that aforementioned individual provisions are invalid, the validity of the others shall remain unaffected. The invalid clause shall then be replaced by the economically closest provision that best resembles the object of the invalid clause.