GTC
01 General principles / scope of application
1.1. These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Management Consultant). The version in effect at the time the contract is concluded shall apply.
1.2. These General Terms and Conditions also apply to all future contractual relationships, even if they are not expressly referenced in supplementary agreements.
1.3. Any conflicting terms and conditions of the Client are invalid unless the Contractor (management consultant) expressly accepts them in writing.
1.4. Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and economic purpose.
1.5. Any conflicting terms in the Client’s terms and conditions are not legally binding.
1.6. The Terms and Conditions are deemed accepted upon the Client’s placement of an order.
2. scope of the consulting assignment / representation
2.1. The scope of a specific consulting engagement is agreed upon by contract on a case-by-case basis.
2.2. The Contractor (management consultant) is entitled to have the tasks assigned to it performed, in whole or in part, by third parties. Payment to the third party shall be made exclusively by the Contractor (management consultant) itself. No direct contractual relationship of any kind shall arise between the third party and the Client.
2.3. The Client agrees not to enter into any business relationship of any kind, either during the term of this contract or for a period of three years following its termination, with any persons or companies that the Contractor (management consultant) uses to fulfill its contractual obligations. In particular, the Client shall not commission these individuals and companies to provide consulting services that are the same as or similar to those offered by the Contractor (management consultant).
2.4. The Contractor is entitled to use AI tools to assist in the performance of the services, as needed. In doing so, the Contractor shall rely exclusively on AI services that do not use the Client’s content to train or further train generally available AI models.
3. obligation of the client to provide information / declaration of completeness
3.1. The Client shall ensure that the organizational conditions at its place of business during the performance of the consulting engagement allow for work to proceed with as few disruptions as possible and in a manner conducive to the rapid progress of the consulting process.
3.2. The Client shall also provide the Contractor (management consultant) with comprehensive information regarding any prior and/or ongoing consulting engagements—including those in other fields of expertise.
3.3. The Client shall ensure that the Contractor (management consultant) is provided, in a timely manner and without specific request, with all documents necessary for the fulfillment and performance of the consulting engagement, and that the Contractor is kept informed of all matters and circumstances relevant to the performance of the consulting engagement. This also applies to all documents, matters, and circumstances that come to light only during the course of the Consultant’s work.
3.4. The Client shall ensure that its employees and the employee representative body established in accordance with the law (works council), if applicable, are informed by the Contractor (management consultant) prior to the commencement of the Contractor’s work.
4. safeguarding independence
4.1. The contracting parties agree to act in good faith toward one another.
4.2. The contracting parties mutually undertake to take all appropriate measures to prevent any threat to the independence of the third parties engaged and the employees of the Contractor (management consultant). This applies in particular to offers made by the Client regarding employment or the acceptance of assignments on the Client’s own account.
5. reporting / reporting obligation
5.1. The Contractor (management consultant) agrees to report to the Client on the progress of the work performed by the Contractor, its employees, and, where applicable, any third parties engaged by the Contractor.
5.2. The Contractor (management consultant) is not subject to instructions in the performance of the agreed work; he acts at his own discretion and on his own responsibility. He is not bound to any specific place of work or specific working hours.
6. protection of intellectual property
6.1. The copyrights to the works created by the Contractor (management consultant) and its employees and commissioned third parties (in particular grant applications, proposals, reports, analyses, expert opinions, organizational plans, programs, service specifications, drafts, calculations, drawings, data carriers, etc.) remain with the Contractor (management consultant). They may be used by the Client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client is not entitled to reproduce and/or distribute the work(s) without the express consent of the Contractor (management consultant). This applies in particular to the use of grant applications prepared by the Contractor for independent submissions by the Client. Under no circumstances shall unauthorized reproduction or distribution of the work give rise to any liability on the part of the Contractor (management consultant)—in particular regarding the accuracy of the work—toward third parties.
6.2. Any breach of these provisions by the Client shall entitle the Contractor (management consultant) to immediately terminate the contractual relationship prior to its scheduled end and to assert other legal claims, in particular for injunctive relief and/or damages.
7. warranty
7.1. The Contractor (management consultant) is entitled and obligated, regardless of fault, to correct any inaccuracies or defects in its services that come to light. The Contractor shall notify the Client of this without delay.
7.2. This claim by the Client expires six months after the relevant service has been provided.
8 Liability / Compensation
8.1. The Contractor (management consultant) shall be liable to the Client for damages—excluding personal injury—only in cases of gross negligence (willful misconduct or gross negligence). This shall apply mutatis mutandis to damages attributable to third parties engaged by the Contractor.
8.2. The Client may only bring a claim for damages in court within six months of becoming aware of the damage and the party responsible for it, but no later than three years after the event giving rise to the claim.
8.3. The Client must provide evidence that the damage is attributable to the Contractor’s fault.
8.4. If the Contractor (management consultant) performs the work with the assistance of third parties and warranty and/or liability claims arise against such third parties in this context, these claims shall be handled through the Contractor (management consultant). The Contractor (management consultant) shall independently pursue any corresponding claims for recourse against third parties.
9. confidentiality / data protection
9.1. The Contractor (management consultant) undertakes to maintain strict confidentiality regarding all business matters that come to his attention, in particular trade and business secrets, as well as any information he receives regarding the nature, scope of operations, and day-to-day activities of the Client.
9.2. Furthermore, the Contractor (management consultant) agrees to maintain confidentiality toward third parties regarding the entire content of the work, as well as all information and circumstances that have come to its attention in connection with the creation of the work, including, in particular, data pertaining to the Client’s clients.
9.3. The Contractor (management consultant) is released from the duty of confidentiality with respect to any assistants or agents whom he employs. However, he must impose this duty of confidentiality on them in full and shall be liable for any breach of the confidentiality obligation by them as if it were his own breach.
9.4. The duty of confidentiality shall remain in effect indefinitely, even after the termination of this contractual relationship. Exceptions apply in cases where there is a legal obligation to testify.
9.5. The Contractor (management consultant) is authorized to process personal data entrusted to it within the scope of the contractual relationship. The Client warrants to the Contractor that all necessary measures have been taken for this purpose, in particular those required under the Data Protection Act, such as obtaining consent from the data subjects.
10. fee
10.1. Upon completion of the agreed-upon work, the Contractor (management consultant) shall receive a fee in accordance with the agreement between the Client and the Contractor (management consultant). The Contractor (management consultant) is entitled to issue interim invoices based on the progress of the work and to request advance payments corresponding to the respective progress. Unless otherwise specified, the fee is due upon issuance of the invoice by the Contractor.
10.2. In the case of a multi-year FFG Basic Program project, the overall project as described and all associated funding awarded shall serve as the basis for calculating the fee. Invoicing for each research year shall take place after approval by the FFG, in accordance with the payment terms agreed upon in the proposal.
10.3. In the event of an application for funding, the agreed fee must be paid even if the client rejects a funding offer from a regional, national, or international institution for any reason whatsoever. The only exception to this is the avoidance of duplicate funding in the case of parallel applications by the contractor (management consultant), in which case the highest funding offer (measured by gross grant equivalent) shall serve as the basis for calculating the fee.
10.4. In the event of the acquisition of venture capital, the agreed fee is payable even if the client rejects an investment offer from a private or institutional investor for any reason whatsoever. The only exception to this is a rejection in favor of another investor named by the Contractor, in which case the highest offer in each instance shall serve as the basis for calculating the fee. This provision applies mutatis mutandis to the management of crowdfunding/crowdinvesting campaigns, provided that the campaign’s minimum target (“funding threshold”) has been reached.
10.5. The Contractor (management consultant) shall issue an invoice that qualifies for input tax deduction and includes all legally required details.
10.6. Any cash advances, expenses, travel costs, etc. must be reported in advance and, upon approval by the Client, reimbursed by the Client in addition to payment of the Contractor’s (management consultant’s) invoice.
10.7. If the agreed work is not performed for reasons attributable to the Client, or due to a justified early termination of the contractual relationship by the Contractor (management consultant), the Contractor (management consultant) retains the right to payment of the full agreed fee, less any expenses saved. In the event that an hourly fee has been agreed upon, the fee for the number of hours that would have been expected for the entire agreed-upon work, less any expenses saved, shall be payable. The expenses saved are agreed upon as a lump sum of 30 percent of the fee for those services that the contractor has not yet rendered as of the date of termination of the contractual relationship.
10.8. In the event of non-payment of interim invoices, the Contractor (management consultant) shall be released from its obligation to provide further services. However, this shall not affect the Contractor’s right to assert any further claims arising from such non-payment.
10.9. The parties expressly agree that any work or goods shall remain the property of the seller until full payment has been made.
10.10. In the event of late payment, the customer agrees to pay the statutory late payment interest and the costs of any debt collection agency that may be engaged.
11. project termination
11.1. If the Client decides to terminate the joint project after the contract has been awarded, the Contractor shall be entitled to charge a termination penalty. This penalty shall amount to €5,000.00 if the Client terminates the project after the contract has been concluded but before it has been submitted to funding agencies.
11.2. The Contractor is entitled to the aforementioned termination fees even if the Contractor terminates the contract because the Client fails to fulfill an obligation despite being given a two-week notice period, in particular by failing to provide the necessary information. The date of termination is deemed to be the date on which written notice (including via email) of the intention to terminate the project is received, at the earliest.
11.3. The penalties specified above shall also apply if, despite having commissioned the project and despite a written request (e.g., via email), the Client fails to follow up on the project with due diligence, thereby forcing the Contractor to terminate the project (“Sandy Fee”).
11.4. In the context of these terms and conditions, the term “with due diligence” is defined such that, under generally reasonable circumstances, the necessary documents listed in the attached schedule could be provided within three months if the Client were to actively pursue the project. Accordingly, the Contractor may terminate the project at any time three months after the assignment and claim the corresponding penalties if the Client fails to provide the listed documents or provides them inadequately, or otherwise prevents successful completion through omission or other actions.
11.5. This does not affect the right to terminate the contract for cause. Cause shall be deemed to exist, in particular, if the information and documents provided by the Client regarding the company and the business concept are incorrect or incomplete.
12. electronic invoicing
12.1. The Contractor (management consultant) is entitled to send invoices to the Client in electronic form. The Client expressly agrees to the Contractor (management consultant) sending invoices in electronic form.
13. duration of the contract
13.1. This contract generally terminates upon completion of the services specified in the relevant estimate.
13.2. A key element of our support concept involves submitting a project to various funding agencies simultaneously and on multiple occasions in order to maximize the chances of success for the client. In the event that the contractor (management consultant) handles funding applications, a period of 12 months is therefore deemed agreed upon from the submission of the first application, during which the client will work exclusively with the contractor (management consultant) in the area of funding management. For the purposes of these Terms and Conditions, “exclusively” means that
13.3. No other independent management consultants or service providers may be engaged to apply for grants during the specified period
13.4. The company shall not submit grant applications on its own without consulting the contractor (management consultant)
13.5. Accordingly, all grant applications submitted to public funding agencies during this period shall entitle the Contractor (management consultant) to fees in accordance with Section 10 or the submitted proposal , even if the grant application was submitted by the Client or a third party commissioned by the Client.
13.6. Notwithstanding the foregoing, either party may terminate this Agreement at any time for good cause without notice. Good cause shall include, in particular,
13.7. if a contracting party breaches material contractual obligations or
13.8. if a contracting party defaults on payment after the initiation of insolvency proceedings
13.9. if there are legitimate concerns regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been initiated, and if, at the contractor’s request, that party neither makes advance payments nor provides adequate security prior to the contractor’s performance, and if the other contracting party was not aware of the poor financial circumstances at the time the contract was concluded.
14. final provisions
14.1. The parties confirm that all information provided in the contract is accurate and truthful, and agree to promptly notify each other of any changes.
14.2. Any amendments to the contract and these Terms and Conditions must be made in writing; the same applies to any waiver of this formal requirement. There are no verbal side agreements.
14.3. This contract is governed by Austrian substantive law, excluding the conflict-of-laws rules of private international law. The place of performance is the location of the Contractor’s (management consultant’s) principal place of business. The court at the Contractor’s (management consultant’s) place of business has jurisdiction over any disputes.