1. General principles / scope
1.1 These general terms and conditions apply exclusively to all legal transactions between the client and the contractor (Procurex). The version valid at the time of the conclusion of the contract is decisive.
1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly referred to in additional contracts.
1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by the contractor (Procurex).
1.4 In the event that individual provisions of these General Terms and Conditions are and / or become ineffective, this does not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. The ineffective one is to be replaced by an effective provision that comes closest to its meaning and economic purpose.
2. Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
2.2 The contractor (Procurex) is entitled to have the tasks incumbent on him performed in whole or in part by third parties. The third party is paid exclusively by the contractor (Procurex) himself. There is no direct contractual relationship of any kind 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 that the contractor (Procurex) uses to fulfill his contractual obligations during or up to three years after the termination of this contractual relationship. In particular, the client will not commission these persons and companies with such or similar consulting services that the contractor (Procurex) also offers.
3. Client’s duty to provide information / declaration of completeness
3.1 The client ensures that the organizational framework conditions when the consulting assignment is fulfilled at his place of business allow work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
3.2 The client will also inform the contractor (Procurex) comprehensively about previous and / or ongoing consultations – also in other specialist areas.
3.3 The client ensures that the contractor (Procurex) is provided with all the documents necessary for the fulfillment and execution of the consulting assignment in a timely manner and that he is informed of all processes and circumstances that are important for the execution of the consulting assignment . This also applies to all documents, processes and circumstances that only become known during the activity of the consultant.
3.4 The client ensures that his employees and the legally stipulated and possibly established employee representatives (works council) are informed by the contractor (Procurex) prior to the start of their work.
4. Securing independence
4.1 The contracting parties commit themselves to mutual loyalty.
4.2 The contractual partners mutually undertake to take all precautions that are
suitable to prevent the endangerment of the independence of the third parties and employees of the contractor (management consultant). This applies in particular to offers by the client for employment or the acceptance of orders on his own account.
5. Reporting / obligation to report
5.1 The contractor (Procurex) undertakes to report to the client on the progress of his work, that of his employees and, if necessary, of the third party commissioned.
5.2 The client will receive the final report in a reasonable time, ie two to four weeks, depending on the type of consulting assignment after the assignment has been completed.
5.3 The contractor (Procurex) is not bound by any instructions in the production of the agreed work, acts at his own discretion and on his own responsibility. He is not tied to a specific place of work and no specific working hours.
6. Protection of intellectual property
6.1 The copyrights to the works created by the contractor (Procurex) and his employees and commissioned third parties (in particular offers, reports, analyzes, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (Procurex) . They may only be used by the client during and after the termination of the contractual relationship for the 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).
6.2 If the client violates these provisions, the contractor (Procurex) shall be entitled to terminate the contractual relationship prematurely immediately and to assert other legal claims, in particular for injunctive relief and / or compensation.
7.1 The contractor (Procurex) is entitled and obliged, regardless of fault, to correct inaccuracies and deficiencies in its performance that it becomes aware of. He will inform the client of this immediately.
7.2 This entitlement of the client expires after six months after the respective service has been provided.
8. Liability / Compensation
8.1 The contractor (Procurex) is liable to the client for damage – with the exception of personal injury – only in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties called in 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 no later than three years after the event giving rise to the claim.
8.3 In each case, the client must provide evidence that the damage is due to the fault of the contractor.
8.4 If the contractor (Procurex) performs the work with the help of third parties and warranty and / or liability claims against these third parties arise in this context, the contractor (Procurex) assigns 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 (Procurex) undertakes to maintain absolute silence about all business matters of which he is aware, in particular business and trade secrets as well as any information he receives about the type, scope and practical activities of the client.
9.2 Furthermore, the contractor (Procurex) undertakes to maintain confidentiality from third parties about the entire content of the work as well as all information and circumstances that have been received in connection with the creation of the work, in particular also about the data of clients of the customer.
9.3 The contractor (Procurex) is released from the duty of confidentiality towards any assistants and deputies whom he uses. However, he has to completely transfer the confidentiality obligation to these and is liable for their breach of the confidentiality obligation as for his own breach.
9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. There are exceptions in the case of statutory disclosure obligations.
9.5 The contractor (Procurex) is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures, in particular those in accordance with the Data Protection Act, such as declarations of consent by the data subjects, have been taken.
10.1 After completion of the agreed work or the agreed service, the contractor (Procurex) receives a fee in accordance with the agreement between the client and the contractor (Procurex). The contractor (Procurex) is entitled to submit interim accounts according to the progress of work and to request advance payments corresponding to the respective progress. The fee is due upon invoicing by the contractor.
10.2 The contractor (Procurex) will issue an invoice entitling the input tax deduction with all legally required features.
10.3 Any cash out-of-pocket expenses, expenses, travel expenses, etc. are to be reimbursed by the client against the invoice of the contractor (management consultant).
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 (Procurex), the contractor (Procurex) retains the right to payment of the entire agreed fee minus saved expenses . If an hourly fee has been agreed, the fee is to be paid for the number of hours that could be expected for the entire agreed work or for the entire agreed service, minus the saved expenses. The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet performed by the date of the termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the contractor (Procurex) 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 billing
11.1 The contractor (Procurex) is entitled to send the client invoices in electronic form. The client expressly agrees to the sending of invoices in electronic form by the contractor (Procurex).
12. Duration of the contract
12.1 This contract ends with the completion of the project.
12.2 Regardless of this, the contract can be
terminated at any time for important reasons by either party without observing a period of notice. In particular, an important reason is to be regarded
– if a contractual partner violates essential contractual obligations or
– if a contractual partner is in default of payment after opening insolvency proceedings.
– if there are justified concerns about the creditworthiness of a contractual partner for whom no insolvency proceedings have been opened and the latter neither makes advance payments at the request of the contractor nor provides suitable security prior to the performance of the contractor and the poor financial situation was not known to the other contractual partner 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 mutually inform each other of any changes without delay.
13.2 Changes to the contract and these terms and conditions must be made in writing; likewise a departure from this formal requirement. Verbal collateral agreements do not exist.
13.3 Substantive Austrian law is applicable to this contract, excluding the reference norms of international private law. The place of performance is Graz. The court at the contractor’s place of business is responsible for disputes.
13.4 In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties mutually agree to use registered mediators (ZivMediatG) with a focus on economic mediation from the list of the Ministry of Justice for out-of-court settlement of the conflict. If no agreement can be reached on the selection of the business mediators or on the content, legal steps will be initiated at the earliest one month after the failure of the negotiations.
13.5 In the event that mediation does not take place or is broken off, Austrian law applies to any legal proceedings that may be initiated.
All necessary expenses incurred as a result of previous mediation, in particular those for legal advisors, can be claimed as “pre-litigation costs” in court or arbitration proceedings.