Terms and Conditions

1. General Terms and Conditions / Scope
1.1 All legal transactions between the Principal and the Agent (Management Consultant) shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded 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 Principal shall be invalid unless they have been explicitly accepted in writing by the Agent (Management Consultant).
1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded 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. The severability clause applies.

2. Scope of Consulting Assignments / Representation
2.1 The scope of each particular consulting assignment shall be individually agreed by contract.
2.2 The Agent (Management Consultant) shall be entitled to subcontract, in whole or in part, the services for which the Agent is responsible to third parties. Payment of said third parties shall be effected exclusively by the Agent (Management Consultant). No contractual relationship of any kind shall exist between the Principal and said third party.
2.3 During the validity of this Contract and for a period of three years after termination thereof, the Principal shall agree not to enter into any kind of business transactions with persons or organisations the Agent (Management Consultant) employs to perform the Agent’s contractual duties. In particular, the Principal shall not employ said persons or organisations to render consulting services the same or similar to those offered by the Agent (Management Consultant).

3. Principal’s Obligation to Provide Information / Declaration of Completeness
3.1 The Principal shall ensure that during the performance of the consulting assignment, organisational conditions in the Principal’s place of business allow the consulting process to proceed in a timely and undisturbed manner.
3.2 The Principal shall also inform the Agent (Management Consultant) in detail about previously conducted and/or currently active consulting projects and negotiations.
3.3 The Principal shall, in a timely manner and without special request on the part of the Agent, provide the Agent (Management Consultant) with all documents necessary to fulfil and perform the consulting assignment and shall inform the Agent 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 Principal shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of the Agent’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 Agent (Management Consultant) and/or of any third parties employed by the Agent is not jeopardized. This applies particularly to any employment offers made by the Principal or the acceptance of assignments on their own account.

5. Reporting / Obligation to Report
5.1 The Agent (Management Consultant) shall be obligated to report to the Principal on the progress of services performed by persons working for the Agent and/or any third parties employed by the Agent.
5.2 The Agent (Management 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 Agent (Management Consultant) shall not be bound by directives while performing the agreed service and shall be free to act at the Agent’s discretion and under the Agent’s own responsibility. The Agent shall not be required to work in a particular place or to keep particular working hours.

6. Protection of Intellectual Property
6.1 The Agent (Management Consultant) shall retain all copyrights to any work done by the Agent and/or by persons working for the Agent and/or by third parties employed by the Agent (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 Principal may use these materials exclusively for the purposes described under the Contract. Therefore, the Principal shall not be entitled to copy or distribute these materials without the explicit consent of the Agent (Management Consultant).
6.2 Any violation of this provision by the Principal shall entitle the Agent (Management Consultant) to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.

7. Warranties
7.1 Regardless of fault, the contractor (management consultant) is entitled and obliged to remedy known inaccuracies and defects in his performance. He will immediately inform the client of this.
7.2 Any claims of the client expire after the respective service has been rendered.

8. Liability / Damages
8.1 The contractor (management consultant) is not liable to the client for damage - except only in the event of gross negligence (intent or gross negligence). Not even for damage that can be traced back to third parties brought in by the contractor.
8.2 Claims for damages on the part of the customer for incomplete services are not permitted because the scope of services in the order has been described in detail and recognized by placing the order. The order performance can also be higher or lower. It is the best result for the client to achieve without a granted or contractually agreed minimum amount.
8.3 The Principal shall furnish evidence of the Agent’s fault.
8.4 If the contractor (management consultant) does not achieve any profit for the client, the advance payment transferred by the client, with the deduction of a flat-rate fee for his work in the amount of € 2400, - will be transferred back.

9. Confidentiality / Data Protection
9.1 The contractor (management consultant) undertakes to maintain absolute secrecy about all business matters that come to his knowledge, in particular business and trade secrets, as well as any information that he receives about the type, scope of business and practical activity of the client. The information and data of any kind transmitted by the client are voluntary and at your own risk and serve to fulfill the order. A&P Consulting is in no way responsible for compliance with confidentiality or data protection obligations of the client. A&P Consulting assumes no liability for any violations and damage to the client by passing on the data obtained.
9.2 Furthermore, the contractor (management consultant) undertakes to keep the uninvolved from confidentiality 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 client.
9.3 The Agent (Management Consultant) shall not be obligated to maintain confidentiality towards any person working for the Agent or representatives of the Agent. The Agent 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 Agent had breached confidentiality.
9.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract.
9.5 The Agent (Management Consultant) shall be entitled to use any personal data entrusted to the Agent for the purposes of the services performed. The Agent (Management Consultant) shall guarantee the Principal that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.

10. Remuneration
10.1 After completion of the services agreed upon, the Agent (Management Consultant) shall receive remuneration agreed upon in advance between the Agent (Management Consultant) and the Principal. The Agent (Management 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 Agent.
10.2 The Agent (Management Consultant) shall render accounts which entitle to deduct input tax and contain all elements required by law.
10.3 Incurred cash expenses, expenses, travel costs, etc. are to be reimbursed by the client against the accounting of the contractor (management consultant) unless otherwise agreed.
10.4 In the event that the work agreed upon is not completed due to reasons on the part of the Principal, or due to a premature termination of contract by the Agent (Management Consultant) for cause, the Agent (Management 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 Principal 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 Agent did not perform by the date of termination of the agreement.
10.5 In the event that intermediate invoices are not paid, the Agent (Management Consultant) shall be released from the Agent’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.

11. Electronic Invoicing
11.1 The Agent (Management Consultant) shall be entitled to transmit invoices electronically. The Principal agrees explicitly to accept invoices transmitted electronically by the Agent (Management Consultant).
12. Duration of the Agreement
12.1 This Contract terminates with the completion of the project.
12.2 Apart from this, this Contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following:
- one party breaches major provisions of the Contract - one party opens insolvency proceedings or the petition for bankruptcy is denied because of insufficient assets to cover expenses.
13. Final Provisions
13.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. 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 in written form.
13.3 Substantive Austrian law is applicable to this contract, excluding the reference norms of private international law. The place of performance is the place of the professional establishment of the contractor (management consultant). The court at the place of business of the contractor (business consultant) is responsible for any disputes. The place of jurisdiction is 5020 Salzburg, Austria.

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