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GTC

01 General principles / scope of application

  • These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Agent (Management Consultant). The version valid at the time the contract is concluded shall apply.
  • 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.
  • Any conflicting general terms and conditions of the Principal shall be invalid unless they are expressly recognized in writing by the Agent (Management Consultant).
  • In the event that individual provisions of these General Terms and Conditions should be 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.
  • Conflicting conditions from the client's terms and conditions are not legally binding.
  • The GTC shall be deemed to have been accepted upon commissioning by the client.
  • These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Agent (Management Consultant). The version valid at the time the contract is concluded shall apply.
  • 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.
  • Any conflicting general terms and conditions of the Principal shall be invalid unless they are expressly recognized in writing by the Agent (Management Consultant).
  • In the event that individual provisions of these General Terms and Conditions should be 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.
  • Conflicting conditions from the client's terms and conditions are not legally binding.
  • The GTC shall be deemed to have been accepted upon commissioning by the client.

2. scope of the consulting assignment / representation

  • The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
  • The Agent (Management Consultant) shall be entitled 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 Agent (Management Consultant) himself. No direct contractual relationship of any kind shall arise between the third party and the Principal.
  • The Principal undertakes not to enter into any kind of business relationship with persons or companies used by the Agent (Management Consultant) to fulfill the Agent's (Management Consultant's) contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the Principal shall not commission such persons or companies to provide the same or similar consulting services as those offered by the Agent (Management Consultant).

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

  • The client shall ensure that the organizational framework conditions at its place of business allow the consulting process to proceed as quickly as possible without disruption.
  • The Client shall also provide the Contractor (Management Consultant) with comprehensive information on previous and/or ongoing consultancy work - including in other specialist areas.
  • The Client shall ensure that the Agent (Management Consultant) is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without a special request from the Agent, and that the Agent is informed of all processes and circumstances that are of significance for the execution of the consulting assignment. This also applies to all documents, processes and circumstances that only become known during the consultant's work.
  • The Client shall ensure that its employees and the employee representative body (works council) provided for by law and established where applicable are informed by the Contractor (Management Consultant) prior to the commencement of the Contractor's (Management Consultant's) activities.

4. safeguarding independence

  • The contracting parties undertake to be mutually loyal.
  • 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 (Management Consultant). This shall apply in particular to offers of employment by the Client or the acceptance of orders for the Client's own account.

5. reporting / reporting obligation

  • The Agent (Management Consultant) undertakes to report to the Principal on the progress of its work, that of its employees and, where applicable, that of any third parties engaged.
  • The Contractor (management consultant) shall be free from instructions in the production of the agreed work and shall act 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

  • The copyrights to the works created by the Agent (Management Consultant) and its employees and commissioned third parties (in particular funding applications, proposals, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Agent (Management Consultant). They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Principal shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Agent (Management Consultant). This applies in particular to the use of funding applications prepared by the Contractor for independent submissions by the Client. Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of the Contractor (Management Consultant) - in particular for the accuracy of the work - vis-à-vis third parties.
  • Any breach of these provisions by the Principal shall entitle the Agent (Management Consultant) to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.

7. warranty

  • The Agent (Management Consultant) shall be entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its services that become known. The Agent shall inform the Client thereof without delay.
  • This claim of the client shall expire six months after provision of the respective service.

8 Liability / Compensation

  • The Agent (Management Consultant) shall only be liable to the Client for damages - with the exception of personal injury - in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage caused by third parties engaged by the Agent.
  • 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.
  • The client must provide proof that the damage is due to the fault of the contractor.
  • If the Agent (Management Consultant) performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, these shall be processed via the Agent (Management Consultant). The Agent (Management Consultant) shall independently pursue corresponding recourse claims against third parties.

9. confidentiality / data protection

  • The Agent (Management Consultant) undertakes to maintain absolute confidentiality regarding all business matters of which it becomes aware, in particular business and trade secrets and any information it receives about the nature, scope and practical activities of the Principal.
  • Furthermore, the Agent (Management Consultant) undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances which he has received in connection with the creation of the work, in particular also regarding the data of the Principal's clients.
  • The Agent (Management Consultant) shall be released from the duty of confidentiality vis-à-vis any assistants and deputies that it uses. However, he shall impose the duty of confidentiality on them in full and shall be liable for their breach of the duty of confidentiality in the same way as for his own breach.
  • The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.
  • The Agent (Management Consultant) shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Principal shall guarantee the Agent that all necessary measures have been taken for this purpose, in particular those in accordance with the Data Protection Act, such as declarations of consent from the data subjects.

10. fee

  • Upon completion of the agreed work, the Agent (Management Consultant) shall receive a fee in accordance with the agreement between the Principal and the Agent (Management Consultant). The Agent (Management Consultant) shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the progress made. Unless otherwise specified, the fee shall be due upon invoicing by the Agent.
  • In the case of a multi-year FFG basic program project, the overall project described and all associated funding awarded shall form the basis for calculating the fee. Invoicing for the respective research years takes place after approval by the FFG according to the payment modalities agreed in the offer.
  • 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 whatever reason. The only exception to this is the avoidance of double funding in the case of parallel submissions by the contractor (management consultant), in which case the highest funding offer (measured in terms of gross grant equivalent) is used as the basis for calculating the fee.
  • In the case of the acquisition of venture capital and risk capital, the agreed fee must also be paid 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 client, in which case the highest offer is used as the basis for calculating the fee. For the management of crowdfunding/crowdinvesting campaigns, this point shall apply mutatis mutandis, provided that the minimum target of the campaign ("funding threshold") has been reached.
  • The contractor (management consultant) shall issue an invoice entitling the client to deduct input tax with all legally required features.
  • Any cash outlays, expenses, travel costs, etc. incurred shall be notified in advance and, after approval by the Client, shall be reimbursed by the Client in addition against an invoice from the Contractor (Management Consultant).
  • If the agreed work is not carried out for reasons on the part of the Principal or due to a justified premature termination of the contractual relationship by the Agent (Management Consultant), the Agent (Management Consultant) shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee has been agreed, the fee shall 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 percent of the fee for those services that the contractor has not yet provided by the date of termination of the contractual relationship.
  • In the event of non-payment of interim invoices, the Agent (Management Consultant) shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
  • The parties expressly agree that a work or goods shall remain the property of the seller until full payment has been made.

11. project termination

  • If the client decides to terminate the joint processing after commissioning, the contractor has the right to charge termination penalties. This penalty amounts to € 5,000.00 if the client cancels the project after conclusion of the contract but before submission to funding bodies.
  • The Contractor shall also be entitled to the aforementioned termination fees if the Contractor terminates the contract because the Client does not fulfill an obligation despite a request with a deadline of two weeks, in particular does not provide the necessary information. The date of termination shall be fixed at the earliest upon written receipt (also via e-mail) of the intention to terminate the project.
  • The aforementioned penalties shall also apply if the client does not pursue the project with reasonable vigor despite the assignment and despite a written request (e.g. via e-mail) and the contractor is therefore forced to cancel the project ("Sandy Fee").
  • The term "with reasonable vigor" is defined in the context of these contract provisions as meaning that, under generally reasonable circumstances, the provision of the necessary documents in accordance with the attached list would be possible within three months if the client were actually committed to pursuing the project. Accordingly, the Contractor may terminate the project at any time three months after commissioning and claim the corresponding penalties if the Client fails to provide the listed documents or provides them inadequately or otherwise makes successful processing impossible through omission or other actions.
  • Extraordinary termination for good cause shall remain unaffected. Good cause shall be deemed to exist in particular if the information and documents provided by the client about the company and the business idea are incorrect or incomplete.

12. electronic invoicing

  • The Agent (Management Consultant) shall be entitled to send invoices to the Principal in electronic form. The Principal expressly agrees to the sending of invoices in electronic form by the Agent (Management Consultant).

13. duration of the contract

  • This contract shall generally end upon completion of the services defined in the respective cost estimate.
  • An essential core of our support concept concerns the parallel and multiple submission of a project to different funding bodies in order to maximize the chances of success for the client. In the case of the processing of grants by the contractor (management consultant), a period of 12 months from the submission of the first grant is therefore deemed to have been agreed, during which the client works exclusively with the contractor (management consultant) in the area of grant management. For the purposes of these GTC, exclusive means that
  • no other independent management consultants or other service providers are commissioned to apply for funding within the specified period
  • the company does not independently submit funding applications without consulting the contractor (management consultant)
  • Accordingly, all funding offers from public funding institutions submitted within this period shall trigger a fee claim on the part of the Contractor (management consultant) in accordance with point 10 or in accordance with the submitted offer, even in the event that the funding application was submitted by the Client or a third party commissioned by the Client.
  • Notwithstanding this, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist 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 in respect of 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.

14. final provisions

  • 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.
  • 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.
  • 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 performance shall be the Contractor's (Management Consultant's) place of business. The court at the Contractor's (Management Consultant's) place of business shall have jurisdiction over any disputes.
  • In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree by mutual consent to consult registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the choice of business mediators or on the content of the dispute, legal action will be taken at the earliest one month after the failure of the negotiations.
  • In the event that mediation does not take place or is terminated, Austrian law shall apply in any court proceedings that may be initiated.
  • All necessary expenses incurred as a result of prior mediation, in particular those for a legal advisor, can be claimed as "pre-litigation costs" in court or arbitration proceedings as agreed.