Stand 06.03.2018
1. General principles / Scope of application
1.1 For all legal transactions between the Client and the Contractor these Standard Terms and Conditions of Business are exclusively applicable. The decisive version is always that valid upon the date of contractual conclusion.
1.2 These Standard Terms and Conditions of Business are also applicable to all future contractual relations, even if in the conclusion of additional contracts they are not explicitly mentioned.
1.3 Conflicting standard terms and conditions of the Client are invalid unless these have been explicitly acknowledged in writing by the Contractor.
1.4 In the case that individual provisions of these Standard Terms and Conditions of Business are invalid, this shall not affect the validity of the remaining provisions or the contracts concluded based upon them. The invalid provision is to be replaced by a valid provision which comes as close as possible to fulfilling the sense and economic purpose of the original.
2. Scope of the order / Substitution
2.1 The scope of a specific commission shall be contractually agreed for each individual case.
2.2 The Contractor is entitled to have the tasks incumbent upon him performed partly or entirely by third parties. Payment of the third party shall be made exclusively by the Contractor himself. There is no creation of any kind of direct contractual relationship between the third party and the Client.
2.3 The Client is obliged during this contractual relationship and for a period of three years thereafter not to enter into any kind of business relationship of whatever nature with persons or enterprises which the Contractor uses in the course of fulfilling his contractual obligations. The Client shall in particular not commission these persons or enterprises with such or similar consulting services as those which the Contractor also offers.
3. Client’s duty to inform / Declaration of completeness
3.1 The Client shall ensure that in the fulfilment of this consulting commission the organisational framework conditions in place at his business premises enable the work necessary for rapid progression of the consulting process to be carried out as undisturbed as possible.
3.2 The Client shall also fully inform the Contractor of any consultations already completed and/or in progress – even those covering other specialist areas.
3.3 The Client shall ensure that the Contractor without his specific request is provided in good time with all the documentation necessary for the fulfilment and completion of the commission and that he is informed of all events and circumstances which are relevant for the completion of the commission. This also applies to all documentation, events and circumstances which only become known during the activities of the service provider.
3.4 The Client shall ensure that his employees and the statutorily designated and any appointed employee representatives are adequately informed before the Contractor takes up his activities.
4. Securing of independence
4.1The contracting partners are obliged to show mutual loyalty.
4.2 The contracting partners are mutually obliged to take all precautions suitable to avoid endangering the independence of commissioned third parties and employees of the Contractor. This applies in particular to offers of employment by the Client or assumption of commissions by the Client on his own account.
5. Reporting / Reporting duty
5.1 The Contractor is obliged to report to the Client on his work, that of his employees and, if applicable, contracted third parties in accordance with progression of the work.
5.2 The Client shall receive the final report within a reasonable time, i.e. two to four weeks after conclusion of the work, depending on the nature of the commission.
5.3 The Contractor is not subject to instruction in completion of the agreed work, he acts on his own discretion and on his own responsibility. He is not bound to a particular place of work or specific working hours.
6. Protection of intellectual property
6.1 The copyrights to works (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, specifications, drafts, calculations, drawings, data carriers, etc.) created by the Contractor and his employees and commissioned third parties remain with the Contractor. They may be used by the Client during and after the end of the contractual relationship exclusively for the purposes covered by the contract. The Client is in this respect not entitled to duplicate and/or distribute the work (works) without the express permission of the Contractor. An unauthorised duplication/distribution of the work shall in no way create a liability for the Client towards third parties – in particular as regards, for instance, the accuracy of the work.
6.2 The violation of these provisions by the Client entitles the Contractor to immediately prematurely terminate the contractual relationship and to enforce other statutory claims, particularly to injunction and/or compensation.
7. Warranty
7.1 The Contractor is entitled and obliged, regardless of culpability, to correct any discovered inaccuracies and defects in the work performed. He is to inform the Client of this immediately.
7.2 This claim of the Client shall expire six months after the relevant service is provided.
8. Liability / Compensation
8.1 The Contractor is liable to the Client for damages – except personal injuries – only in the case of gross misconduct (deliberate acts or gross negligence). This also applies correspondingly to damages attributable to third parties commissioned by the Contractor.
8.2 Damage claims of the Client can only be judicially enforced within six months of becoming aware of the damage and the damager, but at the latest within three years of the event which is the grounds of the claim.
8.3 The Client must in each case provide proof that the damage is attributable to the fault of the Contractor.
8.4 If the Contractor completes the work with the help of third parties and in this connection warranty and/or liability claims arise against these third parties, the Contractor shall assign these claims to the Client. The Client will in this case pursue in the first instance these third parties.
9. Confidentiality / Data protection
9.1 The Contractor is obliged to maintain absolute confidentiality about all commercial matters of which he becomes aware, in particular business and company secrets and all information he acquires about the nature, business scope and practical activities of the Client.
9.2 Furthermore, the Contractor is obliged to keep confidential from third parties the whole content of the work and all information and circumstances of which he gains access in connection with the preparation of this work, in particular also about details about the customers of the Client.
9.3 The Contractor is released from the duty of confidentiality towards any possible vicarious agents and representatives whom he employs. However, he must ensure that these persons are also completely bound by the confidentiality duty and he is liable for violations of the confidentiality duty by them as for his own violations.
9.4 The confidentiality duty extends unrestrictedly beyond the cessation of this contractual relationship.
9.5 The Contractor is to be entitled to process personal information entrusted to him in the course of the purpose of the contractual relationship. The Client guarantees the Contractor that he will take all the necessary measures, in particular all measures within the scope of data protection legislation. Deletions or the transfer of data will be undertaken immediately upon request.
10. Fees
10.1 After completion of the agreed work or in advance in the case of training, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor. The Contractor is entitled to present interim invoices in line with the work step and to demand payments on account in line with the relevant progress. The fee is payable upon presentation of the invoice by the Contractor.
10.2 The Contractor shall always issue an invoice valid for deduction of advance taxes with all statutory required characteristics.
10.3 Incurred cash costs, expenses, travel costs, etc. are to be reimbursed in addition upon presentation of receipts by the Contractor.
10.4 If completion of the agreed work does not occur for reasons for which the Client is responsible, or due to the justified premature termination of the contractual relationship by the Contractor, then the Contractor shall have a claim to payment of the whole agreed fee less any expenses saved. If an hourly rate was agreed this is payable for every hour which was to be expected for the whole agreed work, less the saved expenses. The saved expenses are agreed at a fixed rate of thirty percent of the fee for those services which the Contractor had not yet performed on the day the contractual relationship ended.
10.5 In case of non-payment of interim invoices the Contractor is released from his obligation to provide further services. However, this shall not affect the assertion of further claims resulting from the non-payment.
11. Electronic Invoicing
11.1 The Contractor is entitled to transmit Client invoices in electronic form. The Client expressly declares his agreement to the sending of invoices in electronic form by the Contractor.
12. Duration of the contract
12.1 This contract ends in principle upon conclusion of the project.
12.2 Notwithstanding this, the contract can be dissolved at any time by either party on good grounds without observing a notice period. The following, in particular, are to be seen as good grounds:
- if a contracting partner violates fundamental contractual obligations or
- if insolvency proceedings are commenced against one of the contracting parties or
- if the opening of insolvency proceedings is refused due to lack of assets to cover the costs.
13. Cancellations
In the case of any changes requested by the Client to the commissions issued and their advance payment, Viable Projects GmbH is entitled to charge the following cancellation compensations of the overall sum:
- 4 weeks before commencement of work: 50%
- 2 weeks before commencement of work: 100%
Any handbooks or specialist literature purchased in advance will not be rescinded.
14. Final Provisions
14.1 The contracting parties confirm that all the details in this contract have been given truthfully and in good faith and they are mutually obliged to announce sensitive changes.
14.2 Any changes to the contract and these STCs must be made in written form; this also applies to any rescission of the requirement for written form. There are no oral collateral agreements.
14.3 This contract is subject to substantive Austrian law under exclusion of the provisions of international private law. The place of fulfilment is the location of the professional branch of the Contractor. The court of jurisdiction for any disputes is the court at the place of business of the Contractor.
