Language
1. General provisions / scope of application
1.1 These general terms and conditions apply exclusively to all legal transactions between the client and the contractor (management 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 they are not expressly referenced in additional agreements.
1.3 Any conflicting general terms and conditions of the client are invalid unless expressly accepted in writing by the contractor (management consultant).
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 of contracts concluded on their basis. The invalid provision shall be replaced by a valid provision that comes closest to its intended meaning and economic purpose.
2. Scope of the consulting engagement / representation
2.1 The scope of a specific consulting engagement shall be agreed individually by contract.
2.2 The contractor (management consultant) is entitled to have the tasks assigned to them carried out in whole or in part by third parties. Payment to the third party shall be made exclusively by the contractor (management consultant). No direct contractual relationship of any kind shall arise between the third party and the client.
2.3 The client undertakes, during the term of this contractual relationship and for a period of three years after its termination, not to enter into any business relationship of any kind with persons or companies used by the contractor (management consultant) to fulfill their contractual obligations. In particular, the client shall not commission such persons or companies to provide consulting services that are identical or similar to those offered by the contractor (management consultant).
3. Duty of disclosure by the client / declaration of completeness
3.1 The client shall ensure that the organizational conditions at their place of business allow for work to be carried out with minimal disruption and in a manner conducive to the swift progress of the consulting process.
3.2 The client shall fully inform the contractor (management consultant) about any previous and/or ongoing consulting engagements, including those in other areas of expertise.
3.3 The client shall ensure that all documents necessary for the fulfillment and execution of the consulting engagement are provided to the contractor (management consultant) in a timely manner, even without specific request, and that the contractor is informed of all processes and circumstances relevant to the execution of the engagement. This also applies to all documents, processes, and circumstances that become known only during the consultant’s work.
3.4 The client shall ensure that employees and any legally required or established employee representation (works council) are informed about the contractor’s (management consultant’s) activities before the start of the engagement.
4. Safeguarding independence
4.1 The contracting parties undertake to act with mutual loyalty.
4.2 The contracting parties mutually undertake to take all measures necessary to prevent any risk to the independence of third parties and employees engaged by the contractor (management consultant). This applies in particular to offers by the client for employment or for the acceptance of assignments on their own account.
5. Reporting / reporting obligation
5.1 The contractor (management consultant) undertakes to report to the client on their work, as well as on the work of their employees and, where applicable, commissioned third parties, in accordance with the progress of the engagement.
5.2 The client shall receive the final report within a reasonable period, i.e., two to four weeks after completion of the engagement, depending on the nature of the consulting assignment.
5.3 The contractor (management consultant) is not bound by instructions in producing the agreed work, acts at their own discretion and under their own responsibility, and is not tied to a specific place of work or working hours.
6. Protection of intellectual property
6.1 The copyrights to all works created by the contractor (management consultant), their employees, and commissioned third parties (in particular proposals, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (management consultant). These may be used by the client during and after the contractual relationship exclusively for purposes covered by the contract. The client is therefore not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor (management consultant). Under no circumstances shall unauthorized reproduction or distribution of the work give rise to any liability of the contractor (management consultant)—in particular with regard to the accuracy of the work—towards third parties.
6.2 Any breach of these provisions by the client entitles the contractor (management consultant) to immediate termination of the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.
7. Warranty
7.1 The contractor (management consultant) is entitled and obliged, regardless of fault, to remedy any inaccuracies and defects in their performance that become known. The contractor shall inform the client of this without delay.
7.2 The client’s claim expires six months after the respective service has been rendered.
8. Liability / damages
8.1 The contractor (management consultant) shall be liable to the client for damages—excluding personal injury—only in cases of gross fault (intent or gross negligence). This applies accordingly to damages caused by third parties engaged by the contractor.
8.2 Claims for damages by the client may only be asserted in court within six months from the time the damage and the liable party become known, but no later than three years after the event giving rise to the claim.
8.3 The client shall bear the burden of proof that the damage is attributable to fault on the part of the contractor.
8.4 If the contractor (management consultant) performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties, the contractor assigns these claims to the client. In such a case, the client shall primarily assert claims against these third parties.
9. Confidentiality / data protection
9.1 The contractor (management consultant) undertakes to maintain strict confidentiality regarding all business matters that come to their knowledge, in particular trade and business secrets as well as any information received about the nature, scope of operations, and practical activities of the client.
9.2 The contractor (management consultant) further undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that come to their knowledge in connection with the creation of the work, including in particular data of the client’s customers.
9.3 The contractor (management consultant) is released from the duty of confidentiality vis-à-vis any assistants and representatives they engage. However, the contractor shall fully impose the confidentiality obligation on them and shall be liable for any breach of confidentiality by them as for their own breach.
9.4 The duty of confidentiality shall continue indefinitely beyond the termination of this contractual relationship. Exceptions apply in cases of legally required disclosures.
9.5 The contractor (management consultant) is entitled to process personal data entrusted to them within the scope of the contractual purpose. The client guarantees that all necessary measures have been taken for this purpose, in particular those required under data protection law, such as obtaining the consent of the data subjects.
10. Fees
10.1 Upon completion of the agreed work, the contractor (management consultant) shall receive a fee in accordance with the agreement between the client and the contractor. The contractor is entitled to issue interim invoices in line with the progress of the work and to request advance payments corresponding to that progress. The fee becomes due upon invoicing by the contractor.
10.2 The contractor (management consultant) shall issue invoices that entitle the client to deduct input tax and that contain all legally required elements.
10.3 Any cash expenses, disbursements, travel costs, etc. shall be reimbursed by the client upon invoicing by the contractor (management consultant), in addition to the agreed fee.
10.4 If the agreed work is not carried out for reasons attributable to the client, or due to a justified early termination of the contractual relationship by the contractor (management consultant), the contractor retains the right to payment of the full agreed fee, less any saved expenses. In the case of an agreed hourly fee, the fee shall be paid for the number of hours expected for the entire agreed work, less saved expenses. Saved expenses are agreed as a lump sum of 30 percent of the fee for those services that the contractor has not yet performed by the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the contractor (management consultant) is released from the obligation to perform further services. This does not affect the assertion of further claims arising from non-payment.
11. Electronic invoicing
11.1 The contractor (management consultant) is entitled to transmit invoices to the client in electronic form. The client expressly agrees to the receipt of invoices in electronic form from the contractor (management consultant).
12. Duration of the contract
12.1 This contract generally ends upon completion of the project.
12.2 Notwithstanding the above, the contract may be terminated at any time by either party for good cause without notice. Good cause shall be deemed to exist in particular if:
13. Online offerings (e-learning platform/webinars)
13.1 The dates and duration of the event, the respective content, and the intended learning outcomes can be found in the corresponding event announcement.
13.2 Wolfgang Eder Unternehmensentwicklung reserves the right to make justified changes to the program, schedule, location, and facilitators and will inform participants accordingly without delay. Reasonable changes do not constitute a right of withdrawal or any other claims by registered participants or clients. For online offerings, technical issues may also occur on the organizer’s side; in such cases, Wolfgang Eder Unternehmensentwicklung will endeavor to provide an appropriate alternative solution.
14. Final provisions
14.1 The contracting parties confirm that all information provided in the contract is accurate and truthful and undertake to promptly inform each other of any changes.
14.2 Amendments to the contract and these terms and conditions must be made in writing; this also applies to any waiver of this formal requirement. No verbal side agreements exist.
14.3 This contract is governed by substantive Austrian law, excluding the conflict-of-law rules of international private law. The place of performance is the contractor’s (management consultant’s) place of business. The court at the contractor’s place of business shall have jurisdiction for any disputes.
Mediation clause:
(1) In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to engage registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for out-of-court conflict resolution. If no agreement can be reached on the selection of the mediator(s) or on the substance, legal action may be initiated at the earliest one month after the failure of negotiations.
(2) In the event that mediation does not take place or is discontinued, Austrian law shall apply in any subsequent court proceedings. All necessary costs incurred as a result of prior mediation, including those for any legal advisors engaged, may be claimed as pre-litigation costs in court or arbitration proceedings.
Terms and conditions for the online shop and LMS
