(General Principles of Cooperation)
1. The present “General Terms and Conditions for Management Consulting” represent an integral part of contracts for work and services involving the professional consulting of customers by commercial management consultants (MC) in the areas of consultation within the professional scope of management consultants and within the framework of their recognized principles and rules of professional ethics.
2. If individual stipulations under the present General Terms and Conditions are rendered void, this shall not affect the validity of the remaining stipulations.
3. The MC shall be entitled to have the (entire or parts of the) order carried out by competent employees or commercial/free-lancing cooperation partners. The cooperation of specialized colleagues has to be specified in writing.
4. If the consulting order is performed at customer’s premises, the customer shall provide an organizational environment that allows, as far as possible, undisturbed work in the interest of a speedy carrying out of the consulting process.
5. The customer shall see to it that the MC is provided with all documents necessary to perform and carry out the consulting order in time and without special request on the part of the MC, and that the MC be informed of all events, processes and circumstances relevant for carrying out the order. This shall also apply to documents, processes, and circumstances that become known in the course of the consulting process.
6. The customer sees to it that his or her employees as well as the legally provided for and potentially established employees’ representation (works council) be informed of the consulting activities in advance.
7. The relationship of trust between the customer and the MC implies that the management consultant shall be informed comprehensively on consulting activities, including such activities relating to other subject areas, carried out before or simultaneously with the MC’s activities.
§ 1 Area of Application and Scope
1. The terms and conditions shall be valid if their application has been expressly agreed upon.
2. All orders for management consulting and other agreements shall only be legally binding if confirmed and signed by the customer with the customer’s firm name and shall be mutually legally binding only to the extent and scope agreed upon in the written contract (contract of work or services).
§ 2 Scope of the Consulting Order
The scope of the management consulting order shall be agreed upon by contract.
§ 3 Customer’s Obligation to Give Information/Declaration of Completeness
With regard to this paragraph, cf. Preamble (5)
§ 4 Guarantee of Independence
1. The parties to the contract shall commit themselves to mutual loyalty.
2. The parties to the contract shall mutually commit themselves to take all precautions to prevent any risk of jeopardizing the independence of the cooperation partners and employees of the MC. This is particularly true for offers on the part of the customer concerning employment and/or taking over orders on the customer’s own account.
§ 5 Reporting
1. The MC shall be obliged to report in writing about his or her work as well as that of his or her employees and potential cooperation partners.
2. The customer and the MC agree that the consulting order shall foresee continuous/one-time reporting in accordance with the progress of the work.
3. The final report shall be submitted to the customer in due time (2-4 weeks, depending on the nature of the consulting order) following the completion of the order.
§ 6 Protection of Intellectual Property of the MC/Copyright/Use
1. The customer shall have the obligation to see to it that offers, reports, analyses, expert opinions, organization plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc., produced by the MC or his or her employees or potential cooperation partners in the process of carrying out the consulting order, be used exclusively for the purposes of this order. The passing on of any kind of professional statements of the MC to third persons, free or against payment, is subject to the MC’s written consent. This does not make the MC liable to the third person.
2. The use of professional statements of the MC for advertisement purposes on the part of the customer is illegal. Any infringement thereof entitles the MC to terminate without notice any orders not yet carried out.
3. The MC shall hold a copyright in his work or services.
4. Considering that any consulting services rendered are the intellectual property of the MC, the right to use these services remains even after payment of the fee exclusively limited to purposes of the customer and to the scope specified in the contract. Any passing on of such intellectual property despite this fact, including in the process of the liquidation of the enterprise or in case of bankruptcy, but also the temporary permission of use for the purpose of reproduction, shall justify claims for damages. In this case, full redress is to be given.
§ 7 Removal of Defects and Warranty
1. The MC shall be entitled and obliged to remove any incorrectness or defect of his or her consulting services. The MC shall have the obligation of informing the customer thereof immediately.
2. The customer shall be entitled to a removal of defects without charge provided the removal is within the MC’s control. This title shall expire after a period of six (6) months following the rendering of the MC’s service (submission of report) to which objection was made.
3. If the MC fails to rectify potential defects, the customer shall be entitled to a reduction in price or – if the service rendered can be proved to be of no interest to the customer as a consequence of the failed rectification of defects – to rescission. If beyond this, claims for damages are asserted, the provisions of § 8 shall apply.
§ 8 Liability
1. The MC and his or her employees shall follow the generally recognized ethical principles in the conduct of their consulting business. The MC shall only be held liable if he or she can be proved to have caused damage intentionally or by gross negligence within the framework of legal regulations. This is also true for the violation of obligations on the part of colleagues consulted.
2. Damages can only be claimed within a period of time of six (6) months after the party entitled to damages took notice of the damage, but no later than three years following the event justifying a claim for damages.
3. If a third party is involved in the process of carrying out the activities, e.g. a data-processing company, a chartered accountant and tax expert, or a lawyer, and the customer is informed thereof, any claims vis-a-vis the third party as to warranty and liability arising by law or from conditions established by the third party shall be considered as assigned to the customer.
§ 9 Obligation not to Disclose Confidential Information
1. The MC, his or her employees and colleagues consulted shall have the obligation to observe secrecy with regard to all matters becoming known to them in the context of their activities for the customer. This obligation to observe secrecy shall relate both to the customer as well as to the customer’s business contacts.
2. The customer, but not his or her vicarious agents, shall have the exclusive power of releasing the MC from this obligation to observe secrecy in writing.
3. The passing on by the MC to third parties of reports, expert opinions, or other written statements on the results of the MC’s activities shall be subject to approval of the customer.
4. The obligation to observe secrecy of the consultant, his or her employees and colleagues consulted shall continue beyond the completion of the order. Cases of a legal commitment to disclose information shall be excluded.
5. The MC shall be entitled to process personal data committed to the care of the MC within the scope of the purposes of the consulting order or to have such data processed by third parties. The MC shall guarantee the obligation to observe data secrecy in accordance with the provisions of the Data Protection Act. Material committed to the care of the MC (data media, data, control figures, analyses, programs, etc.) as well as any and all results of the work performed shall be on principle returned to the customer.
§ 10 Payable Fee
1. As a compensation for consulting services performed, the MC is entitled to the payment of an appropriate fee by the customer.
2. If the customer prevents the carrying out of the order after the signing of the contract (e.g. by termination), the MC shall nevertheless be entitled to the agreed fee.
3. If the order is not performed for reasons that are substantial on the part of the MC, he or she shall only be entitled to that part of the fee corresponding to the MC’s services rendered so far. This is particularly valid if, notwithstanding termination, the services performed by the MC so far are of use to the customer.
4. The MC shall be entitled to make the completion of his or her services dependent on the full payment of the claimed fee. Objections to results of the MC’s work do not, except in case of obvious deficiencies, constitute a reason to withhold the remuneration the MC is entitled to.
§ 11 Amount of Fee
Unless otherwise specified in writing, the amount of the fee shall be calculated in accordance with the “Calculation Guidelines for Management Consultants” published by the Professional Association of Management Consulting and Information Technology as valid at the point of time the invoice is made out.
§ 12 Law Applicable, Place of Performance, Jurisdiction
1. The order, its performance, and claims resulting thereof shall be governed and interpreted exclusively in accordance with the laws of Austria, unless otherwise stated.
2. Place of performance shall be the place of business of the MC.
3. The competent court at the MC’s business headquarters shall have jurisdiction to hear and settle any disputes which may arise out of or in connection with the order.