NM NoraMack
NM NeueMöglichkeiten
Creator Coach Consultant
Leadership holistic.Evolution Healthcare & Tech
General Terms and Conditions (GTC)
1. general principles / scope of application
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Agent (Management Consultant) - hereinafter referred to only as the Agent. The version valid at the time the contract is concluded shall apply.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in additional contracts.
1.3 Any conflicting general terms and conditions of the Client shall be invalid unless they are expressly recognised by the Contractor in writing.
1.4 In the event that individual provisions of these General Terms and Conditions are 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.
2. Scope of the consultancy assignment / representation
2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.
2.2 The Contractor 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 the Contractor itself. No direct contractual relationship of any kind whatsoever shall arise 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 uses to fulfil its contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the Principal shall not commission these persons and companies with such or similar consulting services that the Contractor also offers.
3. duty of the client to provide information / declaration of completeness
3.1 The Client shall ensure that the organisational framework conditions for the fulfilment of the consulting assignment at its place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
3.2 The Client shall also provide the Contractor with comprehensive information about previously conducted and/or ongoing consultations - including in other specialist areas.
3.3 The Client shall ensure that all documents necessary for the fulfilment and execution of the consulting assignment are submitted to the Contractor in a timely manner, even without the Contractor's specific request, and that the Contractor is informed of all processes and circumstances that are relevant to the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances that only become known during the Consultant's work.
3.4 The Principal shall ensure that its employees and the employee representative body (works council) provided for by law and established, if applicable, are informed by the Agent prior to the commencement of the Agent's work.
4. Ensuring independence
4.1 The contracting parties undertake to be mutually loyal.
4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the Contractor from being jeopardised. This shall apply in particular to offers of employment by the Client or the acceptance of orders for the Client's own account.
5. Reporting / Duty to report
5.1 The Contractor undertakes to report to the Client on its work, that of its employees and, if applicable, that of any third parties commissioned, in accordance with the progress of the work.
5.2 The Client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the consulting assignment, after completion of the assignment.
5.3 The Contractor shall be free from instructions in the production of the agreed work and shall act at its own discretion and on its own responsibility.
6. Protection of intellectual property
6.1 The copyrights to the works created by the Contractor and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor. They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client shall not be authorised to reproduce and/or distribute the work(s) without the express consent of the Contractor. Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to any liability on the part of the Contractor - in particular for the accuracy of the work - towards third parties.
6.2 The Client's breach of these provisions shall entitle the Contractor to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.
7. Warranty
7.1 The Contractor shall be entitled and obliged, irrespective of fault, to rectify any inaccuracies and defects in its performance that become known within the scope of the statutory warranty. He/she shall inform the Client thereof without delay.
7.2 This claim of the client shall expire six months after the provision of the respective service.
8. Liability / Compensation
8.1 The Contractor shall only be liable to the Client for damages - except for personal injury - in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis 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 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 The Client must provide proof that the damage is attributable to the Contractor's fault.
8.4 If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor shall assign these claims to the Client. In this case, the Client shall give priority to these third parties.
9. Confidentiality / Data protection
9.1 The Contractor undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets as well as any information it receives about the nature, scope of operations and practical activities of the Client.
9.2 Furthermore, the Contractor 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 the Client's clients.
9.3 The Contractor shall be released from the duty of confidentiality vis-à-vis any assistants and representatives that he/she utilises. However, he/she shall transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for his/her own breach.
9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.
9.5 The Contractor shall be authorised to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants to the Contractor 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 data subjects.
10. Fee
10.1 Upon completion of the agreed work, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor. The Contractor shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due upon invoicing by the Contractor.
10.2 The Contractor shall issue an invoice authorising input tax deduction with all legally required features.
10.3 Any cash expenses, out-of-pocket expenses, travelling expenses, etc. incurred shall be reimbursed by the Client upon presentation of an invoice by the Contractor.
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, the Contractor shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee has been 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 per cent of the fee for those services that the Contractor has not yet provided by the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the Contractor shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
11. Electronic invoicing
11.1 The Contractor shall be entitled to send invoices to the Client in electronic form. The Client expressly agrees to the sending of invoices in electronic form by the Contractor.
12. Duration of the contract
12.1 This contract shall generally end upon completion of the project and the corresponding invoicing.
12.2 Notwithstanding this, the contract may be cancelled 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 the Contractor nor provides suitable security prior to performance by the Contractor and the poor financial circumstances of the other contracting party were not known 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 notify each other immediately of any changes.
13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.
13.3 This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of fulfilment shall be the place of the Contractor's professional establishment. The court at the Contractor's place of business shall have jurisdiction over any disputes.
13.4 In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to consult registered mediators (ZivMediatG) specialising in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the commercial mediators or on the content of the mediation, legal action will be initiated at the earliest one month after the failure of the negotiations.
legal steps will be initiated.
13.5 In the event that mediation does not take place or is cancelled, Austrian law shall apply in any court proceedings initiated.
All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors called in, can be claimed as ‘pre-litigation costs’ in court or arbitration proceedings as agreed.