Korum GmbH Terms and Conditions
1. General Principles / Scope
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant), hereinafter referred to only as the contractor. The version valid at the time of conclusion of the contract shall be decisive.
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 supplementary agreements.
1.3 Any conflicting general terms and conditions of the client shall be invalid unless expressly acknowledged in writing by the contractor.
1.4 Should any provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions and of the contracts concluded on their basis. The invalid provision shall be replaced by a valid provision that comes closest to it in meaning and economic purpose.
2. Scope of the Consulting Assignment / Representation
2.1 The scope of a specific consulting assignment shall be agreed contractually on a case-by-case basis.
2.2 The contractor is entitled to have the tasks incumbent upon them performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the contractor. No direct 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 to fulfil their contractual obligations during the term of this contractual relationship and for a period of three years after its termination. In particular, the client shall not commission these persons or companies with consulting services that are identical or similar to those offered by the contractor.
3. Duty of the Client to Provide Information / Declaration of Completeness
3.1 The client shall ensure that the organisational conditions at their place of business permit work to be carried out with as little disruption as possible and in a manner conducive to the rapid progress of the consulting process.
3.2 The client shall also comprehensively inform the contractor about any previous and/or ongoing consulting work, including in other specialist areas.
3.3 The client shall ensure that all documents required for the fulfilment and execution of the consulting assignment are submitted to the contractor in good time even without a specific request, and that the contractor is informed of all events and circumstances relevant to the execution of the consulting assignment. This shall also apply to all documents, events and circumstances that only become known during the consultant’s activity.
3.4 The client shall ensure that their employees and the legally required and, where applicable, established employee representation body (works council) are informed of the contractor’s activity before the start of the assignment.
4. Safeguarding Independence
4.1 The contracting parties undertake to be mutually loyal.
4.2 The contracting parties undertake to take all precautions appropriate to prevent any jeopardising of the independence of third parties and employees engaged by the contractor. This applies in particular to offers by the client of employment or the transfer of assignments to such persons for their own account.
5. Reporting / Reporting Obligation
5.1 The contractor undertakes to report to the client on their work, the work of their employees and, where applicable, the work of commissioned third parties in accordance with the progress of the work.
5.2 The client shall receive the final report within a reasonable period, i.e. within two to four weeks after completion of the assignment, depending on the nature and scope of the consulting assignment.
5.3 The contractor shall be free of instructions in the production of the agreed work, shall act at their own discretion and on their own responsibility, and shall not be bound to any specific place of work or working hours.
6. Protection of Intellectual Property
6.1 The copyrights to the works created by the contractor, their 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 only be used by the client during and after termination of the contractual relationship for the 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. In no case shall any liability of the contractor, in particular for the correctness of the work, arise towards third parties as a result of unauthorised reproduction/distribution of the work.
6.2 Any breach of these provisions by the client entitles the contractor to terminate the contractual relationship immediately and prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.
7. Warranty
7.1 Regardless of fault, the contractor is entitled and obliged to remedy inaccuracies and defects in their performance that become known within the framework of the statutory warranty provisions. The contractor shall inform the client thereof without delay.
7.2 This claim by the client shall expire six months after the respective service has been rendered.
8. Liability / Damages
8.1 The contractor shall only be liable to the client for damages, excluding personal injury, in cases of gross fault (intent or gross negligence). This shall 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 from knowledge of the damage and the damaging party, but no later than within three years after the event giving rise to the claim.
8.3 The client shall in each case bear the burden of proving that the damage is attributable to fault on the part of the contractor.
8.4 If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against such third parties in this context, the contractor assigns these claims to the client. In this case, the client shall primarily pursue such third parties.
9. Confidentiality / Data Protection
9.1 The contractor undertakes to maintain absolute secrecy regarding all business matters that come to their knowledge, in particular business and trade secrets as well as any information received about the nature, scope of operations and practical activities of the client.
9.2 Furthermore, the contractor undertakes to maintain secrecy vis-à-vis third parties regarding the entire content of the work and all information and circumstances received in connection with the preparation of the work, in particular also regarding the data of the client’s customers.
9.3 The contractor is released from the duty of confidentiality vis-à-vis any assistants and representatives used by them. However, the contractor shall fully impose the duty of confidentiality on them and shall be liable for their breach of confidentiality as for their own breach.
9.4 The duty of confidentiality shall continue indefinitely beyond the end of this contractual relationship. Exceptions exist in the event of statutory obligations to disclose information.
9.5 The contractor is entitled to process personal data entrusted to them within the framework of the purpose of the contractual relationship. The client warrants to the contractor that all necessary measures, in particular those within the meaning of data protection law such as declarations of consent by data subjects, have been taken.
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 is entitled to issue interim invoices in line with work progress and to request corresponding advance payments. The fee shall become due upon invoicing by the contractor.
10.2 The contractor shall issue an invoice entitling the client to deduct input tax and containing all statutory required elements.
10.3 Cash expenses, out-of-pocket expenses, travel costs, etc. incurred shall be reimbursed by the client in addition to the fee upon presentation of an invoice by the contractor.
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, the contractor shall retain the claim to payment of the entire agreed fee less saved expenses. If an hourly fee has been agreed, the fee for the number of hours expected for the entire agreed work shall be payable less saved expenses. The saved expenses are agreed as a flat rate of 30 percent of the fee for those services that the contractor has not yet rendered 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 the obligation to render further services. This shall not affect the assertion of further claims resulting from non-payment.
11. Electronic Invoicing
11.1 The contractor is entitled to send invoices to the client in electronic form as well. The client expressly agrees to the sending of invoices in electronic form by the contractor.
12. Term of the Contract
12.1 This contract shall generally end upon completion of the project and the corresponding invoicing.
12.2 Notwithstanding the foregoing, the contract may be terminated by either party at any time for important reasons without observing a notice period. In particular, important reasons shall include:
- if one contracting party breaches essential contractual obligations, or
- if one contracting party falls into default of payment after the opening of insolvency proceedings, or
- if there are justified doubts regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been opened, and this party neither makes advance payments at the contractor’s request nor provides suitable security before performance by the contractor, and the poor financial situation of the other contracting party was not known at the time of conclusion of the contract.
13. Final Provisions
13.1 The contracting parties confirm that all information provided in the contract is conscientious and truthful and undertake to notify each other promptly of any changes.
13.2 Amendments to the contract and to these Terms and Conditions must be made in writing; this shall also apply to any waiver of this formal requirement. No oral side agreements exist.
13.3 This contract shall be governed by substantive Austrian law, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the location of the contractor’s professional establishment. The court with jurisdiction at the contractor’s place of business shall have exclusive jurisdiction for disputes.
14. Mediation Clause
(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree by mutual consent to involve registered mediators under the Civil Law Mediation Act (ZivMediatG) with a focus on business mediation from the list maintained by the Federal Ministry of Justice for the out-of-court resolution of the conflict. If no agreement can be reached on the selection of business mediators or on the content of the mediation, legal steps shall not be initiated until at least one month after the failure of the negotiations.
(2) If mediation does not take place or is terminated, Austrian law shall apply in any court proceedings that may be initiated. All necessary expenses incurred due to prior mediation, including those for legal advisers involved, may by agreement be asserted as pre-trial costs in court or arbitration proceedings.