GENERAL TERMS & CONDITIONS
of L&M Political Risk and Strategy Advisory GmbH (hereinafter referred to as the "Contractor")
1. General Terms and Conditions / Scope
1.1 All legal transactions between the Principal and the Contractor shall be subject to these General Terms and Conditions exclusively. The version valid at the time the Contract is concluded shall be applicable.
1.2 These General Terms and Conditions shall also apply to any future contractual relationships even if these General Terms and Conditions are not expressly referred to in collateral contracts.
1.3 Any conflicting General Terms and Conditions on the part of the Principal shall be invalid unless they have been explicitly accepted in writing by the Contractor.
1.4 If any provision of these General Terms and Conditions is or becomes invalid, the other provisions and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid provision shall be replaced by a provision which best corresponds to the intention and economic purpose of the invalid provision.
2. Scope of Consulting Assignments / Representation
2.1 The scope of each particular consulting assignment shall be individually agreed by contract.
2.2 Contractor shall be entitled to subcontract, in whole or in part, the services for which the Agent is responsible to third parties. Payment of said third parties shall be effected exclusively by the Contractor. No contractual relationship of any kind shall exist between the Principal and said third party.
2.3 During the validity of this Contract and for a period of three years after termination thereof, the Principal shall agree not to enter into any kind of business transactions with persons or organisations the Contractor employs to perform the Contractor’s contractual duties. In particular, the Principal shall not employ said persons or organisations to render consulting services the same or similar to those offered by the Contractor.
3. Principal’s Obligation to Provide Information / Declaration of Completeness
3.1 The Principal shall ensure that during the performance of the consulting assignment, organisational conditions in the Principal’s place of business allow the consulting process to proceed in a timely and undisturbed manner.
3.2 The Principal shall also inform the Contractor in detail about previously conducted and/or currently active consulting projects, including those in other areas of competency.
3.3 The Principal shall, in a timely manner and without special request on the part of the Agent, provide the Agent (Management Consultant) with all documents necessary to fulfil and perform the consulting assignment and shall inform the Agent of all activities and conditions pertinent to the performance of the consulting assignment. This includes all documents, activities and conditions that become known or available during the performance of the consulting assignment.
3.4 The Principal shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of the Contractor’s consulting activities prior to the commencement of the assignment.
4. Maintenance of Independence
4.1 The contracting parties shall be committed to mutual loyalty.
4.2 The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Agent (Management Consultant) and/or of any third parties employed by the Agent is not jeopardized. This applies particularly to any employment offers made by the Principal or the acceptance of assignments on their own account.
5. Reporting / Obligation to Report
5.1 The Contractor shall be obligated to report to the Principal on the progress of services performed by persons working for the Contractor and/or any third parties employed by the Contractor.
5.2 The Contractor shall deliver the final report in a timely manner, i.e. depending on the type of assignment, two to four weeks after completion of the assignment.
5.3 The Contractor shall not be bound by directives while performing the agreed service and shall be free to act at the Agent’s discretion and under the Contractor’s own responsibility. The Contractor shall not be required to work in a particular place or to keep particular working hours.
6. Protection of Intellectual Property
6.1. The Contractor shall retain all copyrights to any work done by the Contractor and/or by persons working for the Contractor and/or by third parties employed by the Contractor (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programmes, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Principal may use these materials exclusively for the purposes described under the Contract. Therefore, the Principal shall not be entitled to copy or distribute these materials without the explicit consent of the Contractor.
6.2 Any passing on and/or providing access to the work products of the Contractor to a third party requires the prior written consent of the Contractor; in such case these terms of engagement, in particular its provisions referring to liability, are to be passed on. No liability of the Contractor towards third parties also with regard to liability assumed of the protection of third parties arises out of such passing on of the work product.
6.3 Any violation of this provision by the Principal shall entitle the Agent (Management Consultant) to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.
7. Warranties
7.1 The Contractor shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Contractor’s work which have become known subsequently. The Contractor shall immediately inform the Principal thereof.
7.2 This right of the Principal expires six months after completion of the respective service.
8. 8. Liability / Damages
8.1 The Contractor shall be liable to the Principal for damages - with the exception of personal injury – only to the extent that these are the result of serious fault (intention or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the Contractor. The liability is limited to a maximum amount of EUR 10,000.00.
8.2 The Contractor is not liable for financial loss of the Principal in case of wrong advice, wrong representation or other wrong services in case of slight negligence regarding an infringement of his or her duties. The same applies to slight negligent acts of the Contractor’s personnel or other third parties, for whom he or she is responsible. The Contractor is liable for physical injury of the Principal independent of the degree of the fault accused of.
8.3 Any claim for damages on the part of the Principal may only be enforced by law within six months after those entitled to assert a claim have gained knowledge of the damage and the liable party, but not later than three years after the incident upon which the claim is based.
8.4 The Principal shall furnish evidence of the Contractor’s fault.
8.5 If the Contractor performs the required services with the help of third parties, any warranty claims and claims for damages which arise against the third party shall be passed on to the Principal. In this case, the Principal shall primarily refer to the third party.
9. Confidentiality / Data Protection
9.1 The Contractor shall be obligated to maintain complete confidentiality concerning all business matters made known to the Agent in the course of services performed, especially trade and company secrets and any other information concerning type and/or scope of business and/or practical activities of the Principal.
9.2 Furthermore, the Contractor shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Principal’s clients.
9.3 The Contractor shall not be obligated to maintain confidentiality towards any person working for the Agent or representatives of the Contractor. The Contractor is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Contractor had breached confidentiality.
9.4 The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract - with the exception of any duty to give evidence.
9.5. The obligation to maintain confidentiality does not pertain to information that the client can prove was or will be obtained from a) third parties in a lawful manner, b) which was already generally known upon conclusion of the contract or which without let or violation of the general conditions outlined in the present text subsequently became well known, or c) which has been developed/is being developed independently by the Contractor.
9.6 At any rate, the Contractor is released from his or her duty of confidentiality if necessary to pursuit claims of the Contractor (in particular claims regard-ng his or her fees) or to defend claims against the Contractor (in particular regarding damage claims by the Principal or third parties against the Contractor).
9.7 The Contractor shall be entitled to use any personal data entrusted to the Contractor for the purposes of the services performed. The Contractor shall guarantee the Principal that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.
9.8. Without prior permission in written form neither the Contractor nor the Principal is allowed to publish details on the business cooperation.
10. Remuneration
10.1 After completion of the services agreed upon, the Contractor shall receive remuneration agreed upon in advance between the Contractor and the Principal. The Contractor shall be entitled to render intermediate accounts and to demand payment on account as required by the progress of the work. Remuneration shall be due and payable immediately after rendering accounts by the Contractor.
10.2 The Contractor shall render accounts which entitle to deduct input tax and contain all elements required by law.
10.3 Any cash expenditures, expenses, travel expenses, etc. shall be reimbursed to the Contractor by the Principal separately, upon submission of the appropriate receipts.
10.4 In the event that the work agreed upon is not completed due to reasons on the part of the Principal or due to a premature termination of contract by the Contractor for cause, the Contractor shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. In the event that an hourly fee had been agreed upon, the Principal shall pay for the number of hours expected to be required for the entire contracted assignment, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the Contractor did not perform by the date of termination of the agreement.
10.5 In the event that intermediate invoices are not paid, the Contractor shall be released from the Contractor’s commitment to provide further services. This shall not apply to any further claims resulting from default of payment.
10.6 The Contractor is entitled to ask for an appropriate advancement at any time.
11. Electronic Invoicing
11.1 The Contractor shall be entitled to transmit invoices electronically. The Principal agrees explicitly to accept invoices transmitted electronically by the Contractor.
12. Duration of the Agreement
12.1 This Contract terminates with the completion of the project.
12.2 Apart from this, this Contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following:
- one party breaches major provisions of the Contract
- one party is in delay with the payments after the beginning of insolvency proceedings
- legitimate concerns exist regarding the Principal's credit standing, even though insolvency proceedings have not been opened, the Principal fails to make an advance payment or to furnish suitable security at the Contractor’s request and the Contractor did not know about the Principal’s bad financial situation when the contract was concluded.
13. Choice of law and jurisdiction
13.1 These Terms of Engagement and the mandate governed by them, in particular their execution and resulting claims, are subject to Austrian law to the exclusion of referring provisions.
13.2 Any disputes in connection to these Terms of Engagement and arising out of the mandate, including disputes referring to its conclusion, validity and interpretation, are subject to the exclusive jurisdiction of the court in Vienna. However, the Contractor is entitled to file claims against the Principal also at any other court within or outside of Austria, in which the Principal is based, has a subsidiary or estate there.
14. Final Provisions
14.1 The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.
14.2 Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.