General Terms and Conditions

1. general principles / scope of application

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor (Bruckner-Consulting e.U.). The version valid at the time the contract is concluded shall apply.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in supplementary contracts.

1.3 Conflicting general terms and conditions of the Client are invalid unless they are expressly recognised in writing by the Contractor (Bruckner-Consulting e.U.).

1.4 In the event that individual provisions of these General Terms and Conditions are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.

2. scope of the counselling assignment / representation

2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.

2.2 The Contractor (Bruckner-Consulting e.U.) is authorised to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor (Bruckner-Consulting e.U.) itself. There is no direct contractual relationship of any kind whatsoever between the third party and the client.

2.3 The Client undertakes not to enter into any kind of business relationship with persons or companies used by the Contractor (Bruckner-Consulting e.U.) to fulfil its contractual obligations during the term of this contractual relationship or for a period of three years after termination of this contractual relationship. In particular, the Client shall not commission these persons and companies to provide the same or similar consulting services as those offered by the Contractor (Bruckner-Consulting e.U.).

3. obligation of the client to provide information / declaration of completeness

3.1 The Client shall ensure that the organisational framework conditions at its place of business allow for work to be carried out as undisturbed as possible and conducive to the rapid progress of the consulting process.

3.2 The Client shall also provide the Contractor (Bruckner-Consulting e.U.) with comprehensive information about previous and/or ongoing consultations - including in other specialist areas.

3.3 The Client shall ensure that the Contractor (Bruckner-Consulting e.U.) is provided with all documents necessary for the fulfilment and execution of the consultancy assignment in a timely manner, even without being specifically requested to do so, and that it is informed of all processes and circumstances that are of significance for the execution of the consultancy assignment. This also applies to all documents, processes and circumstances that only become known during the consultant's work.

3.4 The Client shall ensure that its employees and any employee representative body (works council) established by law are informed of the Contractor's (Bruckner-Consulting e.U.) activities before they begin.

4. safeguarding independence

4.1 The contracting parties undertake to be mutually loyal.

4.2 The contracting parties mutually undertake to take all appropriate precautions to prevent any risk to the independence of third parties and employees of the Contractor (Bruckner-Consulting e.U.). This applies in particular to offers of employment by the Client or the acceptance of orders for the Client's own account.

5. reporting / reporting obligation

5.1 The Contractor (Bruckner-Consulting e.U.) undertakes to report to the Client on the progress of its work, the work of its employees and, where applicable, the work of any third parties commissioned by the Contractor.

5.2 The Client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment, after completion of the assignment. 

5.3 The Contractor (Bruckner-Consulting e.U.) is not bound by instructions when producing the agreed work and acts at its own discretion and on its own responsibility. He is not bound to any particular place of work or any particular working hours.

6. protection of intellectual property

6.1 The copyrights to the works created by the Contractor (Bruckner-Consulting e.U.) and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the Contractor (Bruckner-Consulting e.U.). They may only be used by the client during and after termination of the contractual relationship for purposes covered by the contract. In this respect, the client is not authorised to reproduce and/or distribute the work(s) without the express consent of the contractor (Bruckner-Consulting e.U.). Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to any liability on the part of the contractor (Bruckner-Consulting e.U.) - in particular for the accuracy of the work - towards third parties.

6.2 Any breach of these provisions by the Client shall entitle the Contractor (Bruckner-Consulting e.U.) to terminate the contractual relationship prematurely with immediate effect and to assert other legal claims, in particular for injunctive relief and/or damages.

7. warranty

7.1 The Contractor (Bruckner-Consulting e.U.) is authorised and obliged, regardless of fault, to rectify any inaccuracies and defects in its services that become known. The Contractor will inform the Client of this immediately. 

7.2 This claim of the client shall expire six months after provision of the respective service.

8 Liability / Compensation

8.1 The Contractor (Bruckner-Consulting e.U.) shall only be liable to the Client for damages - except for personal injury - in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties engaged by the Contractor. 

8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim. 

8.3 The client must provide proof that the damage is due to the fault of the contractor.

8.4 If the Contractor (Bruckner-Consulting e.U.) performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor (Bruckner-Consulting e.U.) shall assign these claims to the Client. In this case, the client will give priority to these third parties.

9. confidentiality / data protection

9.1 The Contractor (Bruckner-Consulting e.U.) undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets and any information it receives about the nature, scope of operations and practical activities of the Client.

9.2 Furthermore, the Contractor (Bruckner-Consulting e.U.) undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that it has received in connection with the creation of the work, in particular also regarding the data of the Client's clients.

9.3 The Contractor (Bruckner-Consulting e.U.) is released from the duty of confidentiality vis-à-vis any assistants and deputies it uses. However, it must impose the duty of confidentiality on them in full and is liable for their breach of the duty of confidentiality in the same way as for its own breach.

9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

9.5 The Contractor (Bruckner-Consulting e.U.) is authorised to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants to the Contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from the data subjects.

10. fee

10.1 Upon completion of the agreed work, the Contractor (Bruckner-Consulting e.U) will receive a fee in accordance with the agreement between the Client and the Contractor (Bruckner-Consulting e.U.). The contractor (Bruckner-Consulting e.U.) is entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in line with the progress made. The fee is due in each case upon invoicing by the contractor.

10.2 The Contractor (Bruckner-Consulting e.U.) shall issue an invoice authorising input tax deduction with all legally required features.

10.3 Any cash outlays, expenses, travelling expenses, etc. incurred shall be reimbursed by the Client in addition to the invoice issued by the Contractor (Bruckner-Consulting e.U.).

10.4 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 (Bruckner-Consulting e.U.), the Contractor (Bruckner-Consulting e.U.) retains the right to payment of the entire agreed fee less any expenses saved. If an hourly fee is agreed, the fee is to be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved are agreed at a flat rate of 30 per cent of the fee for those services that the contractor has not yet provided by the date of termination of the contractual relationship. 

10.5 In the event of non-payment of interim invoices, the Contractor (Bruckner-Consulting e.U.) is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

11. electronic invoicing

11.1 The Contractor (Bruckner-Consulting e.U.) is authorised to send invoices to the Client in electronic form. The Client expressly agrees to the Contractor (Bruckner-Consulting e.U.) sending invoices in electronic form.

12. duration of the contract

12.1 This contract ends with the completion of the project.

12.2 Notwithstanding the above, the contract may be cancelled by either party at any time for good cause without notice. Good cause shall be deemed to include, in particular

- if a contractual partner breaches material contractual obligations or 
- if a contractual partner defaults on payment after insolvency proceedings have been opened.
- if there are justified concerns regarding the creditworthiness of a contractual partner for whom insolvency proceedings have not been opened and this partner neither makes advance payments at the request of the contractor nor provides suitable security before the contractor performs and the other contractual partner was not aware of the poor financial circumstances when the contract was concluded.

13. final provisions

13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.

13.3 This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law. The place of fulfilment is the place of business of the Contractor (Bruckner-Consulting e.U.). The court at the Contractor's place of business (Bruckner-Consulting e.U.) shall have jurisdiction over any disputes.

 

(as at: June 2020)