"From a small idea to a large project"

1.   Preamble

(1) These "general terms and conditions for business consulting" are an integral part of work contracts, which involve professional consulting for clients by business business consultants and consulting firms in the consultation areas represented by the professional field of the business consultant within the framework of the generally accepted professional standards.

 

2.   Legal scope

(1) The scope of these terms and conditions is expressly stipulated in the contractual relationship with the business consultant. 

(2) All consulting contracts and other agreements are only binding if confirmed by the contractor and duly signed; they are mutually binding only to the extent set forth in the written contractual agreement (service contract).

 

3.   Scope and realization of the consulting contract

(1) The scope of consultation is determined according to the written contract and a listing of applicable contract specifications. Changes to the scope of consulting services require a written agreement between the client and business consultant.

(2) The business consultant is entitled to (fully or partially) have the consulting contract implemented by competent, salaried employees or commercial/freelance partners.

(3) A demand by the client for the use of certain employees of the business consultant may occur only when this has been previously agreed upon in writing.

(4) The client ensures that during the implementation of the consulting contract, organizational conditions in the client's place of business allow the consulting process to proceed in a timely and undisturbed manner.

 

4.   Duty of disclosure by the client 

(1) It is the responsibility of the client to ensure that all documents needed for the performance and completion of the contract are made available to the business consultant on a timely basis without having to be specifically requested, and that the consultant be informed of all occurrences and circumstances that are of significance to the implementation of the contract. This also applies to all documents, procedures, and conditions, which first emerge during the consultancy period.

(2) The relationship of trust between the client and the business consultant requires that the consultant be fully informed about previously performed and/or current consultations - including in other fields.

(3) The client must ensure that his employees and employee representatives (works council), as provided for by statute if applicable, are informed of consultancy arrangements prior to their commencement.

 

5.   Guarantee of independence

(1) The contracting parties commit themselves to mutual loyalty.

(2) The contracting parties mutually commit to take precautions appropriate to preventing any threat to the independence of the partners and employees of the business consultant. This especially applies to offers of employment on the part of the client to employees of the business consultant, and to the acceptance of orders by said employees for their own benefit.

 

6.   Reporting

(1) The business consultant agrees to provide ongoing reports about the progress of his work, that of his employees, and that of any partners.

(2) If required by the nature of the contract, the client will receive a final report in a reasonable time (2-4 weeks) after the completion of the contract.

 

7.   Protection of the intellectual property of the business consultant/copyright law/use

(1) The client is obligated to ensure that all offers, reports, analyses, expert opinions, organizational plans, programs, performance reports, drafts, computations, drawings, data media, and the like produced in connection with the management contract by the business consultant, his staff, and partners are only used for the purposes of the contract. In particular, the transmission of any kind of professional statements or drafts for free or for payment to third parties requires the written consent of the business consultant. This does not establish liability on the part of the business consultant towards the third party.

(2) The use of professional statements or drafts of the business consultant for the client's own advertising purposes is prohibited. A violation of this condition entitles the business consultant to cancel any contracts not yet completed without any notice.

(3) The business consultant retains the copyright to his products.

(4) In accordance with the fact that the consultation services provided are the intellectual property of the business consultant, the client has the right to use the products, even after payment for them, only for his own purposes and only to the extent specified in the contract. Should any of these products be made available to others, even in the case of the dissolution or bankruptcy of the company, as well as during temporary provisions for the purposes of reproduction, this may lead to claims for damages. In such a case, full compensation must be paid.

 

8.   Remediation of deficiencies

(1) The business consultant is entitled and obligated to correct errors and deficiencies in his consultation services that subsequently become known to him. He is obligated to inform the client of such issues immediately. The business consultant is also entitled to inform the third party acquainted with the original statement of these changes.

(2) The client has the right to remediation of deficiencies at no additional charge, in so far as the business consultant was responsible for them. This right will expire six months after completion of the project by the business consultant.

 

9.   Liability

(1) The business consultant and his staff perform their consultations in accordance with the generally accepted principles of professional practice.  The business consultant is liable for damages only when intent or gross negligence can be proven in the framework of the law. This also applies to a violation of obligations by third parties.

(2) The claim for damages may be legally asserted only within a period of six months after the claimant became aware of the damage, and in any instance, no later than three years after the event constituting the basis for the claim.

(3) If services are performed by a third party, for example by a data processing company, a company advisor, a financial trustee, or a legal representative, and the client was notified thereof, then the warranty and liability claims against third parties arising in accordance with the law and terms and conditions of such third parties as are assigned to the client.

(4) Liability of the business consultant to a third party is not justified in the event of a transfer of professional statements or drafts by the client even with consent or knowledge of the business consultant.

(5) Third-parties, who make reference to professional statements or drafts of the business consultant, in so far as they accept these professional statements or drafts, expressly agree to these general terms and conditions and to the liability limitations contained therein. .

(6) The business consultant shall include contract in question in his liability insurance, which shall have a maximum limit of liability for damages in accordance with article 9 (1) in the amount of € 300,000 for himself, his employees, and partners/colleagues, which is why the maximum liability of the business consultant is limited to this amount. The client and any named third party are aware of this and expressly waive any additional claims for damages of any kind or whatever nature.

(7) The agreed maximum liability constitutes a total amount for all injured parties; even if several people (the client and a third party or several third parties) have suffered damages; injured parties will be compensated in the order of when they filed their claim.

 

10.   Confidentiality agreement 

(1) The business consultant, his staff, and other employees drawn into the consulting process are obligated to maintain the client's privacy with regard to all matters in connection with tasks performed on behalf of the client. This confidentiality applies to both the client and the client's business connections, unless the client releases the business consultant from this confidentiality agreement or if he is bound to do so by law.

(2) Only with the consent of the client is the business consultant allowed to pass on reports, expert opinions, and all other written statements about the results of the consultations to third parties.

(3) If however, especially with respect to reports, opinions or prognoses of the company's future survival on the part of the business consultant, are no longer proved accurate due to subsequent changes in circumstance, the business consultant is entitled to notify the third party of such changes.

(4) The confidentiality agreement on the part of the business consultant, his staff, and other employees drawn into the consulting process, remains in effect after the contract has been completed. The exception is cases in which there is a legal obligation to disclose information.

(5) The business consultant is authorized to process personal data entrusted to him within the purposes of the consultation contract or to allow this data to be processed by third parties. The business consultant guarantees to maintain data confidentiality in accordance with the provisions of the data protection act. Materials provided to the business consultant (data media, data, reference figures, analyses, programs, etc.) as well as all results arising from the performance of work are generally destroyed after one year from the completion of the consulting contract, provided that they have not already been reclaimed by the client.

 

 

11.   Entitlement to fees

(1) The business consultant has the right to claim payment from the client of an appropriate fee in consideration of the performance of the consultation services.

(2) If implementation of the contract is prevented by the client after the contract has been signed (for ex. due to cancellation), the business consultant is nonetheless entitled to payment for the stipulated scope of consultation services.

(3) If the execution of the contract does not occur due to circumstances which are substantially caused by the business consultant himself, then the consultant shall only be entitled to receive the part of the fee which corresponds to those services already performed. This particularly applies if, despite cancellation, his services up to that point are usable by the client.

(4) The business consultant is entitled to make the completion of his services dependent on the full satisfaction of all fee claims. Apart from apparent deficiencies, any complaint about the services of the business consultant does not justify the retention of fees owed to him.

 

12.   Fee structure

(1) The basis for all remuneration is constituted by the original offer or, subsidiarily, by the standard calculation guidelines for business consultants for the services in question.

(2)   Services for seminars and workshops will be billed after each completed event. Consultation services, management services, and development services are billed either monthly or at the end of the project. The business consultant is also entitled to demand payment on account.

(3) All bills are payable in ful within 14 days of receipt of the invoice.

(4) Additional costs and expenses are charged as follows:

·          Travel expenses:                                          

Car:                    total km
Train tickets:          1st class
Plane tickets:          intercontinental flights: business class
                            other flights: economy class     

·          Accommodation costs:       according to actual expenses 

·          Other arising costs:    according to actual expenses

·          Travel times will be charged at 30% of the standard consulting rates.

 

13.   Contractual amendments

(1) Verbal agreements have no standing. Alterations and additions to the contract or terms of business - provided there are not more strict formal requirements - require written form. The parties exlude any waiver of this form requirement by means of oral or implied agreement.

(2) In the event that individual provisions of this contract or the terms and conditions are or become ineffective, this will not affect the validity of the remaining terms of the contract. In this case, the parties shall agree to a substitute provision, which corresponds to the intended commercial intent.

 

14.   Applicable law, place of fulfillment, jurisdiction

(1) Provided that no other agreement has been made, only Austrian law shall apply to the contract, its implementation, and any resulting right to claims.

(2) The place of fulfillment is the location of the business consultant's professional place of business.

(3) For any disputes as may arise, the Landesgericht Innsbruck, Austria, exercises jurisdiction.

CTN Projektmanagement & Consulting
Christian Niederstätter, 6130 Schwaz, Tirol | Austria, Tel: +43 664 9 130 140, office(at)ctn-consulting.com