1     GENERAL PROVISIONS / SCOPE OF APPLICATION

1.1         These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Rebel Seed Consulting GmbH). The version in force at the time the contract is concluded shall apply.

1.2         These General Terms and Conditions shall also apply to all future contractual relationships, including where no express reference is made to them in supplementary agreements.

1.3         Any conflicting general terms and conditions of the Client shall have no effect unless expressly acknowledged 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 of the contracts concluded on their basis. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

2    SCOPE OF THE CONSULTING ENGAGEMENT / SUBSTITUTION

2.1         The scope of the specific services shall be agreed orally/in writing in each individual case.

2.2         Services shall be provided within the framework of the applicable trade law provisions. The Client is responsible for engaging suitably qualified experts for matters requiring specific professional expertise.

2.3         The Contractor shall be entitled to have the tasks incumbent upon it performed wholly or partly by third parties. Payment of the third party shall be made exclusively by the Contractor itself. No direct contractual relationship of any kind shall arise between the third party and the Client.

2.4         The Client undertakes not to enter into any business relationship of any kind with persons or companies engaged by the Contractor to fulfil its contractual obligations during this contractual relationship and for three years after its termination. In particular, the Client shall not engage these persons or companies to provide consulting services of the same or a similar kind to those also offered by the Contractor.

3    CLIENT’S DUTY TO PROVIDE INFORMATION / DECLARATION OF COMPLETENESS

3.1         The Client shall ensure that the organisational conditions at its place of business during the performance of the service/consulting engagement permit work to be carried out with as little disruption as possible and in a manner conducive to the swift progress of the consulting process.

3.2         The Client shall also provide the Contractor with comprehensive information about consulting services previously carried out and/or ongoing, including in other specialist fields.

3.3         The Client shall ensure that, even without a specific request from the Contractor, all information and documents necessary for the fulfilment and performance of the service/consulting engagement are provided to the Contractor in good time and that it is informed of all events and circumstances relevant to the performance of the service/consulting engagement. This shall also apply to all documents, events and circumstances that become known only during the Contractor’s activities.

3.4         The Client shall ensure that its employees and the employee representation provided for by law and established where applicable (works council) are informed by the Client of the Contractor’s activities before those activities commence.

4    SAFEGUARDING INDEPENDENCE

4.1         The contracting parties undertake to act loyally towards each other.

4.2         The contracting parties mutually undertake to take all measures suitable to prevent the independence of the third parties engaged and the Contractor’s employees from being jeopardised. This shall apply in particular to offers by the Client of employment or of engagements to be undertaken on their 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, where applicable, that of third parties engaged, in accordance with the progress of the work.

5.2         A final report, if agreed, may be delivered orally or in writing and is not subject to any form requirement. If agreed, the Client shall receive the final report within a reasonable period, i.e. two to four weeks, depending on the nature of the service/consulting engagement, after completion of the engagement.

5.3         In producing the agreed work or providing the specific services, the Contractor shall not be subject to instructions and shall act at its own discretion and on its own responsibility. It shall not be bound to any specific place of work or working hours.

6    PROTECTION OF INTELLECTUAL PROPERTY

6.1         Copyright in the works created by the Contractor, its employees and third parties engaged (in particular proposals, reports, analyses, expert opinions, organisational plans, programs, service descriptions, drafts, calculations, drawings, data storage media, concepts, models, etc.) shall remain with the Contractor. The Client may use them during and after termination of the contractual relationship exclusively for purposes covered by the contract. Accordingly, the Client shall not be entitled to reproduce and/or distribute the work(s) without the Contractor’s express consent. Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to liability on the part of the Contractor towards third parties, in particular for the correctness of the work.

6.2         Any breach of these provisions by the Client shall entitle the Contractor to terminate the contractual relationship with immediate effect before its agreed expiry 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 to remedy any inaccuracies and defects in its services that become known. It shall inform the Client thereof without delay.

7.2         This claim of the Client shall expire six months after the respective service has been provided.

8    LIABILITY / DAMAGES

8.1         The Contractor shall be liable to the Client for damage only in cases of serious fault (intent or gross negligence). This shall apply mutatis mutandis to damage attributable to third parties engaged by the Contractor.

8.2         Claims for damages by the Client may be asserted in court only within six months of the Client becoming aware of the damage and the party responsible for it, but in any event no later than three years after the event giving rise to the claim.

8.3         The Contractor shall not be liable for decisions or actions taken by the Client on the basis of the consulting services. All decisions shall be the sole responsibility of the Client. No liability shall be accepted for indirect damage, consequential damage, loss of profit, unmet expectations or financial loss.

8.4         To the extent permitted by law, the Contractor’s liability shall be limited to the amount of the fee agreed for the engagement concerned. For ongoing programmes, the maximum amount shall be the total remuneration for the respective programme.

8.5         In each case, the Client shall bear the burden of proving that the damage is attributable to fault on the part of the Contractor.

8.6         If the Contractor produces the work with the assistance of third parties and warranty and/or liability claims against those third parties arise in this connection, the Contractor shall assign those claims to the Client. In such a case, the Client shall seek recourse primarily against those third parties.

9    CONFIDENTIALITY / DATA PROTECTION

9.1         The Contractor undertakes to maintain strict confidentiality concerning all business matters that come to its knowledge, in particular trade and business secrets and any information it receives about the nature, scope of operations and practical activities of the Client.

9.2         The Contractor further undertakes to maintain confidentiality towards third parties concerning the entire content of the work and all information and circumstances that have come to its knowledge in connection with the production of the work/provision of the service, including in particular data concerning the Client’s clients.

9.3         The Contractor shall be released from its duty of confidentiality towards any assistants, employees, partners and substitutes whose services it uses. However, it shall impose the duty of confidentiality on them in full and shall be liable for their breach of the confidentiality obligation as for its own breach.

9.4         The duty of confidentiality shall continue without time limit beyond the end of this contractual relationship. Exceptions shall apply where there is a statutory obligation to give evidence.

9.5         The Contractor shall be entitled to process the personal data entrusted to it within the purposes of the contractual relationship. The Client warrants to the Contractor that all measures required for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects, have been taken.

10  FEES

10.1       Depending on the agreement, the Contractor shall receive the corresponding fee from the Client before or after the service has been provided.

10.2       The Contractor shall be entitled to demand payment in advance for the entire scope of services or the entire work, or to issue interim invoices in accordance with the progress of the work and to charge payments on account corresponding to the respective progress.

10.3       The fee shall be due upon invoicing by the Contractor, but no later than within 10 days.

10.4       The Contractor shall in each case issue an invoice containing all particulars required by law and entitling the recipient to deduct input VAT.

10.5       Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed additionally by the Client upon invoicing by the Contractor, provided that this has been agreed accordingly and is necessary for the provision of the specific service.

10.6       If the agreed services are not performed for reasons attributable to the Client or due to justified early termination of the contractual relationship (see clause 12) by the Contractor, the Contractor shall retain its entitlement to payment of the entire agreed fee less expenses saved (cash outlays, etc.).

10.7       In the event of non-payment of advance payments or interim invoices, the Contractor shall be released from its obligation to provide (further) services. This shall, however, not affect the Contractor’s right to assert further claims arising from the non-payment.

10.8       Where specific fee rates have been agreed, the Contractor reserves the right to adjust the rates specifically granted annually by way of indexation.

11   ELECTRONIC INVOICING

11.1       The Contractor shall be 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   DURATION OF THE CONTRACT

12.1       As a general rule, the contract shall end upon completion of the concept/project/programme or of the scope or period of services commissioned.

12.2       Notwithstanding the above, either party may terminate the contract at any time for good cause without observing a notice period. 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 insolvency proceedings have been opened.

·       if there are justified concerns regarding the creditworthiness of a contracting party in respect of which no insolvency proceedings have been opened, and that party, at the Contractor’s request, neither makes advance payments nor provides adequate security before the Contractor performs its services, and the other contracting party was unaware of the poor financial circumstances when the contract was concluded.

13   FINAL PROVISIONS

13.1       The contracting parties confirm that they have provided all information conscientiously and truthfully and undertake to notify each other of any changes without delay.

13.2       Amendments to the agreement and these General Terms and Conditions must be made in writing; the same shall apply to any waiver of this form requirement. There are no oral ancillary agreements.

13.3       The contract shall be governed by substantive Austrian law, excluding the conflict-of-laws rules of private international law. The place of performance shall be the place of the Contractor’s professional establishment. The court at the Contractor’s place of business shall have jurisdiction over disputes.

13.4       In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to jointly engage registered mediators (ZivMediatG) specialising in business mediation from the Ministry of Justice’s list to settle the conflict out of court. If no agreement can be reached on the selection of the business mediators or on the substance of the dispute, legal proceedings shall be initiated no earlier than one month after the failure of negotiations.

13.5       If mediation does not take place or is discontinued, Austrian law shall apply in any court proceedings that may be initiated.

13.6       All necessary expenses incurred as a result of prior mediation, including in particular those for legal advisers engaged, may, as agreed, be claimed as “pre-litigation costs” in court or arbitration proceedings.