General Terms and Conditions
Klappacher Business Partnering
Tel.: +43 664 7864015
1. General Principles / Scope
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor (business consultant). The version valid at the time the contract is concluded shall apply.
1.2 These General Terms and Conditions also apply to all future contractual relationships, even if not explicitly referred to in additional agreements.
1.3 Conflicting General Terms and Conditions of the Client are invalid unless expressly accepted in writing by the Contractor.
1.4 Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions or the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to its meaning and economic purpose.
2. Scope of the Consulting Assignment / Substitution
2.1 The scope of a specific consulting assignment is agreed upon contractually in each individual case.
2.2 The Contractor is entitled to have tasks performed in whole or in part by third parties. Payment of such third parties shall be made exclusively by the Contractor. No contractual relationship of any kind shall arise between the third party and the Client.
2.3 The Client undertakes not to enter into any business relationship of any kind with persons or companies used by the Contractor in fulfilling contractual obligations, during the term of the contract and for three years after its termination. In particular, the Client shall not commission these persons or companies with consulting services similar to those offered by the Contractor.
3. Duty of Disclosure / Declaration of Completeness
3.1 The Client shall ensure that the organizational framework conditions at the Client’s business premises allow for undisturbed and efficient work during the consulting process.
3.2 The Client shall fully inform the Contractor of any previous and/or ongoing consulting activities, including those in other fields.
3.3 The Client shall ensure that all documents and information necessary for fulfilling the consulting assignment are provided to the Contractor in a timely manner, even without special request. This applies also to documents and circumstances that become known during the consulting process.
3.4 The Client shall ensure that employees and any legally required employee representatives (works council) are informed of the Contractor’s activities before the consulting work begins.
4. Safeguarding Independence
4.1 Both parties commit to mutual loyalty.
4.2 Both parties shall take all measures necessary to prevent any threat to the independence of the Contractor, its employees, or third parties engaged by the Contractor. This applies in particular to offers of employment or private engagements by the Client.
5. Reporting
5.1 The Contractor undertakes to report to the Client on the progress of the work performed by the Contractor, its employees, and any third parties engaged.
5.2 The Client shall receive the final report within a reasonable period, typically two to four weeks after completion of the assignment, depending on its nature and scope.
5.3 In producing the agreed work, the Contractor acts independently, at its own discretion and responsibility, and is not bound to a specific place or time of work.
6. Intellectual Property
6.1 All copyrights to works created by the Contractor, its employees, or third parties (including proposals, reports, analyses, expert opinions, organizational plans, programs, descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the Contractor. These works may be used by the Client during and after the contract only for purposes covered by the contract. The Client is not permitted to reproduce or distribute the works without the Contractor’s express consent. Unauthorized reproduction or distribution does not create any liability of the Contractor toward third parties.
6.2 Any violation entitles the Contractor to immediate termination of the contract and to assert further legal claims, particularly for injunctive relief and damages.
7. Warranty
7.1 The Contractor is entitled and obliged, regardless of fault, to correct any inaccuracies or defects discovered within the statutory warranty period. The Contractor shall inform the Client immediately.
7.2 Warranty claims expire six months after the respective service has been rendered.
8. Liability / Damages
8.1 The Contractor is liable to the Client for damages—excluding personal injury—only in cases of gross negligence or intent. This also applies to damages caused by third parties engaged by the Contractor.
8.2 Claims for damages must be asserted in court within six months of the Client becoming aware of the damage and the liable party, and no later than three years after the event giving rise to the claim.
8.3 The Client bears the burden of proof that the damage was caused by the Contractor’s fault.
8.4 If the Contractor performs work using third parties and warranty or liability claims arise against such third parties, the Contractor assigns these claims to the Client. The Client shall primarily pursue claims against these third parties.
9. Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain strict confidentiality regarding all business matters that become known during the assignment, including trade and business secrets and any information concerning the Client’s operations.
9.2 The Contractor shall also maintain confidentiality regarding the entire content of the work produced and all information obtained in connection with the assignment, including data of the Client’s customers.
9.3 The Contractor is released from confidentiality obligations toward assistants and representatives used in fulfilling the assignment, but must impose full confidentiality obligations on them and is liable for their compliance.
9.4 The confidentiality obligation remains in force indefinitely beyond the termination of the contract, except where legal disclosure obligations apply.
9.5 The Contractor is entitled to process personal data entrusted to it within the scope of the contract. The Client warrants that all necessary measures—particularly those required under data protection law, such as obtaining consent—have been taken.
10. Fees
10.1 Upon completion of the agreed work, the Contractor shall receive the fee agreed between the parties. The Contractor may issue interim invoices based on progress and request corresponding advance payments. Fees are due upon invoicing.
10.2 The Contractor shall issue invoices that meet all legal requirements for VAT deduction.
10.3 Cash expenses, travel costs, and other out‑of‑pocket expenses shall be reimbursed by the Client upon invoicing.
10.4 If the agreed work is not performed for reasons attributable to the Client, or if the Contractor terminates the contract early for justified reasons, the Contractor retains the right to the full agreed fee minus saved expenses. For hourly fee agreements, the fee is calculated based on the expected total hours minus saved expenses, which are agreed at 30% of unperformed services.
10.5 If interim invoices are not paid, the Contractor is released from the obligation to continue providing services. Further claims remain unaffected.
11. Electronic Invoicing
11.1 The Contractor is entitled to send invoices electronically. The Client expressly agrees to receive invoices in electronic form.
12. Duration of the Contract
12.1 The contract generally ends with completion of the project and corresponding invoicing.
12.2 Notwithstanding this, the contract may be terminated at any time by either party for good cause without notice. Good cause includes:
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material breach of contractual obligations,
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payment default after insolvency proceedings are opened,
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justified concerns regarding the financial standing of a party not in insolvency proceedings, if no advance payment or security is provided upon request and the poor financial situation was not known at contract conclusion.
13. Final Provisions
13.1 Both parties confirm that all information provided in the contract is accurate and undertake to notify each other of any changes immediately.
13.2 Amendments to the contract and these Terms and Conditions must be made in writing; this also applies to any waiver of this requirement. No verbal side agreements exist.
13.3 This contract is governed by Austrian substantive law, excluding conflict‑of‑law rules and the UN Convention on Contracts for the International Sale of Goods. Place of performance is the Contractor’s business location. The court at the Contractor’s business location has jurisdiction.
Recommended Mediation Clause
(As provided by the Austrian Professional Association for Management Consultancy, Accounting and IT)
(1) In the event of disputes arising from this contract that cannot be resolved amicably, the parties agree to engage registered mediators (ZivMediatG) specializing in business mediation from the Ministry of Justice list. If no agreement can be reached on the selection of mediators or the content, legal steps may be taken no earlier than one month after negotiations fail.
(2) If mediation does not take place or is terminated, Austrian law applies in any subsequent court proceedings. All necessary expenses incurred due to prior mediation, including legal fees, may be claimed as “pre‑litigation costs.”