General Terms and Conditions

The scope and content of a specific consulting assignment is contractually agreed on a case-by-case basis. In the case of framework consultancy contracts, this shall be determined by mutual agreement at the start of the consultancy and, if necessary, adapted to the respective circumstances in the course of the business relationship.

M.Consulting 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 M.Consulting itself. No direct contractual relationship of any kind shall arise between the third party and the client.

The client undertakes not to enter any kind of business relationship with persons or companies that M.Consulting uses to fulfill its contractual obligations during and up to three years after the end of this contractual relationship. In particular, the client shall not commission these persons and companies with such or similar consulting services that M.Consulting also offers.

M.Consulting shall be free from instructions in the production of the agreed work, shall act at its own discretion and on its own responsibility and, unless otherwise agreed with the client, shall not be bound to any particular place of work or any working hours.

After completion of the agreed work, M.Consulting shall receive the fee agreed between the client and M.Consulting. M.Consulting shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in line with the progress made. The fee is due in each case upon invoicing by M.Consulting.

M.Consulting shall issue an invoice with all legally required features entitling the client to deduct input tax.

Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the client on receipt of an invoice from M.Consulting. Travel expenses for journeys by car shall be reimbursed at 80 (eighty) cents per kilometer plus VAT and otherwise according to actual expenditure. Expenses incurred on behalf of the client shall be charged at actual cost.

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 M.Consulting, M.Consulting shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee is 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 shall be agreed at a flat rate of 30 percent of the fee for those services that M.Consulting has not yet provided by the date of termination of the contractual relationship.

In the event of non-payment of interim invoices, M.Consulting shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

M.Consulting shall carry out the activities to be performed with the diligence of a prudent businessman. In the event of any breaches of duty, M.Consulting and its vicarious agents shall be liable to the client for intentional and grossly negligent acts. In the event of simple negligence, M.Consulting and its vicarious agents shall only be liable if the aforementioned have breached essential contractual obligations. Insofar as M.Consulting is responsible for damage in the event of simple negligence, liability shall be limited to typical contractual and foreseeable damage. Liability shall expressly not extend to the occurrence of the economic success of the project carried out in each case, but to the provision of the consulting services listed.

All claims against M.Consulting based on this consultancy agreement shall lapse two years after termination of the consultancy agreement unless a different limitation period is prescribed by law in individual cases.

M.Consulting has taken out liability insurance with a sum insured of EUR 1,500,000 per individual case and undertakes to maintain the insurance at this level for as long as the contractual relationship with the client exists. In the event of a liability claim, M.Consulting can only be held liable by the client up to the sum insured of EUR 1,500,000. Liability on the part of M.Consulting for any further damages is hereby expressly excluded unless a case of § 4 para. 1 sentence 2 exists. If the client requests a separate sum insured from M.Consulting in individual cases, the costs of a corresponding additional insurance policy shall be passed on.

M.Consulting undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets and any information it receives about the nature, scope of operations and practical activities of the client.

Furthermore, M.Consulting undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that it has received in connection with the creation of the work, in particular also regarding the data of client’s customers.

M.Consulting shall be released from the duty of confidentiality vis-à-vis any assistants and representatives that it uses. However, it must transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for its own breach.

The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

M.Consulting is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client guarantees M.Consulting that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from the persons concerned.

M.Consulting shall also be entitled to send invoices to the client in electronic form. The client expressly agrees to the sending of invoices in electronic form by M.Consulting.

This contract ends with the completion of the project and the corresponding invoicing.

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 contracting party breaches material contractual obligations, or
• if a contracting party defaults on payment after the opening of insolvency proceedings, or
• if there are justified concerns regarding the creditworthiness of a contracting party for which insolvency proceedings have not been opened and this party neither makes advance payments at the request of M.Consulting nor provides suitable security prior to performance by M.Consulting and the poor financial circumstances of the other contracting party were not known when the contract was concluded.

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.

The place of jurisdiction for all disputes arising directly or indirectly from the contract shall be the competent court in Ried im Innkreis, Austria. However, M.Consulting may also appeal to the court responsible for the client.

This contract is subject to Austrian law to the exclusion of the rules of its international private law (IPRG).