GTC | In-Depth Consultancy

1. General Terms and Conditions / Scope

1.1 All legal transactions between the Client and IN-DEPTH-CONSULTANCY (IDC) hereinafter referred to as Consultant shall be exclusively subject to these General Terms and Conditions. The valid version, at the time the Contract is executed, shall be applicable.

1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.

1.3 Any conflicting General Terms and Conditions on the part of the Client shall be invalid unless they have been explicitly accepted in writing by the Consultant.

1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts executed pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.

2. Scope of consulting assignments / representation

2.1 The scope of each particular consulting assignment shall be individually agreed by contract.

2.2 The Consultant shall be entitled to subcontract, in whole or in part, the services for which the Consultant is responsible to third parties. Payment of said third parties shall be effected exclusively by the Consultant. No contractual relationship of any kind shall exist between the Client and said third party.

2.3 During the validity of this Contract and for a period of three years after termination thereof, the Client shall agree not to enter into any kind of business transactions with persons or organizations the Consultant employs to perform the Consultant’s contractual duties. In particular, the Client shall not employ said persons or organizations to render consulting services the same or similar to those offered by the Consultant.

3. Client’s obligation to provide information / declaration of completeness

3.1 The Client shall ensure that during the performance of the consulting assignment, organizational conditions in the Client’s place of business allow the consulting process to proceed in a timely and undisturbed manner.

3.2 The Client shall also inform the Consultant in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency.

3.3 The Client shall, in a timely manner and without special request on the part of the Consultant, provide the Consultant with all documents necessary to fulfill and perform the consulting assignment and shall inform the Consultant of all activities and conditions pertinent to the performance of the consulting assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting assignment.

3.4 The Client shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of the Consultant’s consulting activities prior to the commencement of the assignment.

4. Maintenance of independence

4.1 The Contracting Parties shall be committed to mutual loyalty.

4.2 The Contracting Parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Consultant and/or of any third parties employed by the Consultant is not jeopardized. This applies particularly to any employment offers made by the Client or the acceptance of assignments on their own account.

5. Reporting / obligation to report

5.1 The Consultant shall be obligated to report to the Client on the progress of services performed by persons working for the Consultant and/or any third parties employed by the Consultant.

5.2 The Consultant shall deliver the final report in a timely manner, i.e. depending on the type of assignment, two to four weeks after completion of the assignment.

5.3 The Consultant shall not be bound by directives while performing the agreed service and shall be free to act at the Consultant’s discretion and under the Consultant’s own responsibility. The Consultant shall not be required to work in a particular place or to keep particular working hours.

5.4 The Consultant provides information to its client in an anonymized form only.

6. Protection of intellectual property

6.1 The Consultant shall retain all copyrights to any work done by the Consultant and/or by persons working for the Consultant and/or by third parties employed by the Consultant (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programmes, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Client may use these materials exclusively for the purposes described under the Contract. Therefore, the Client shall not be entitled to copy or distribute these materials without the explicit consent of the Consultant. Under no circumstances, shall the Consultant be liable to third parties, in particular for the accuracy of the material, in the event of unauthorized copying/distribution of the material.

6.2 In the event of any violation of these provisions by the Client, the Consultant shall be entitled to immediate termination of the contract relationship and to assert any other statutory claims, in particular claims for omission and/or damages.

7. Warranty

7.1 The Consultant shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Consultant’s work, which have become known subsequently. The Consultant will immediately inform the Client thereof.

7.2 This right of the Client expires six months after completion of the respective service.

8. Liability / damages

8.1 With the exception of personal injuries, the Consultant shall be liable to the Client for damages only to the extent that these are the result of serious fault (intention or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the Consultant.

8.2 Any claim for damages on the part of the Client may only be enforced by law within six months after they have gained knowledge of the damage and the liable party, but no later than three years after the incident upon which the claim is based.

8.3 The Client shall furnish evidence of the Consultant’s fault.

8.4 If the Consultant performs the required services with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Client. In this case, the Client shall primarily refer to the third party.

9. Confidentiality / data protection

9.1 The Consultant shall be obligated to maintain complete confidentiality concerning all business matters made known to the Consultant in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Client.

9.2 Furthermore, the Consultant shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Client’s clients.

9.3 The Consultant shall not be obligated to maintain confidentiality towards any person working for the Consultant or representatives of the Consultant. However, the Consultant is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Consultant had breached confidentiality.

9.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract. This shall not apply in case the Consultant is legally required to disclose information.

9.5 The Consultant shall be entitled to use any personal data entrusted to the Consultant for the purposes of the services performed. The Consultant shall guarantee the Client that all necessary measures will be taken, especially those regarding the Austrian Data Protection Act (GDPR), e.g. that declarations of consent are obtained from the persons involved.

9.6 The Consultant is obliged to protect the personal data of its Experts.

10. Remuneration

10.1 After completion of the services agreed upon, the Consultant shall receive remuneration agreed upon in advance between the Consultant and the Client. The Consultant shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the Consultant.

10.2 The Consultant shall render accounts which entitle to deduct input tax and contain all elements required by law.

10.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the Consultant by the Client separately, upon submission of the appropriate receipts.

10.4 In the event that the work agreed upon is not completed due to reasons on the part of the Client, or due to a premature termination of contract by the Consultant for cause, the Consultant shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Client shall pay for the number of hours expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the Consultant did not perform by the date of termination of the agreement.

10.5 In the event that intermediate invoices are not paid, the Consultant shall be released from the Consultant’s commitment to provide further services. This shall be without prejudice to any further claims resulting from default of payment.

11. Electronic invoicing

11.1 The Consultant shall be entitled to transmit invoices electronically. The Client explicitly agrees to accept invoices transmitted electronically by the Consultant.

12. Duration of the contract

12.1 This Contract shall terminate upon the completion of the project and the corresponding invoice.

12.2 Apart from this, this Contract may be terminated for good cause by either Party at any time without notice. Reasons for premature termination include the following:

A Party breaches major provisions of the Contract; or
A Party is in default of payment after insolvency proceedings have been opened; or
A Party has substantiated concerns regarding the other Party’s creditworthiness, without any insolvency proceedings, and such other Party does not make any advance payments upon request of the Consultant/provide any suitable guarantee in advance upon request of the Client, and such negative financial circumstances have not been known to the other Party at the time of execution of the contract.

13. Final provisions

13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience; and they shall be mutually obligated to immediately inform the other party of any changes.

13.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing; this shall also apply to a waiver of this requirement. Subsidiary agreements have not been executed.

13.3 This Contract is governed by the substantive law of the Republic of Austria, excluding the conflict-of-law rules of international private law and CISG. Place of fulfillment is the registered place of business of the Consultant. The court at the Consultant’s registered place of business shall be competent in any disputes.