AGB - General Terms and Conditions

GTC - General Terms and Conditions
Handelsagentur & Unternehmensberatung
Frank Peter Spängler
Münsterstrasse 6 Top 15
4813 Altmünster am Traunsee
FN 544540 w
As of 23.04.2024

1. general principles / scope of application
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor
(Handelsagentur & Unternehmensberatung) - hereinafter only the term contractor
is used. The version of
valid at the time of conclusion of the contract 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 supplementary contracts.
1.3 Conflicting general terms and conditions of the client are invalid, unless
these are expressly recognized in writing by the contractor.
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 / substitution
2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.
2.2 The Contractor(s) shall be entitled to have the tasks incumbent upon him/her performed in whole or in part by
third parties. Payment of the third party shall be made exclusively by the
contractor himself/herself.
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 fulfill its contractual
obligations during and for a period of three years after the termination of this contractual relationship. In particular, the client shall not commission these persons and companies
with the same or similar consulting services as those offered by the contractor

3. client's obligation to provide information / declaration of completeness
3.1 The client shall ensure that the organizational framework conditions at his/her place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the consulting process at
the consulting assignment.
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 the contractor is provided with all documents
necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without a special request from
, and that he/she is informed of all processes and circumstances
that are relevant to the execution of the
consulting assignment. This also applies to all documents, processes and circumstances,
which only become known during the consultant's work.

4. safeguarding 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 third parties and employees of the
contractor from being jeopardized. This applies in particular to offers made by the client to
employ or take on assignments for its own account.

5. reporting / reporting obligation
5.1 The Contractor undertakes to report on its work, that of its employees
and, if applicable, that of commissioned third parties to the
client 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
his/her own discretion and on his/her own responsibility. He/she shall not be bound to any specific place of work or
any specific working hours.

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,
organization charts, programs, 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 entitled to reproduce and/or distribute the work (the
works) on
without the express consent of the Contractor.
Under no circumstances shall any unauthorized 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 Any breach of these provisions by the Client 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

7. warranty
7.1 The contractor is entitled and obliged, irrespective of fault, to rectify
any inaccuracies and defects in his/her service that become known within the scope of the statutory
warranty. He/she shall inform the Client of this immediately
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 also applies
mutatis mutandis to damages caused by third parties engaged by the contractor.
8.2 Claims for damages by the client can 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
fault 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 these third parties in this
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 he/she becomes aware
, in particular business and
trade secrets as well as any information he/she receives about the type, scope of operations and practical
activities of the client.
9.2 Furthermore, the Contractor undertakes to maintain confidentiality vis-à-vis
third parties about the entire content of the work and
all information and circumstances that he/she has received in connection with the creation of the work
, in particular also about 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 uses. However, he/she shall impose the duty of confidentiality on
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 shall extend indefinitely beyond the end of this contractual relationship.
Exceptions exist in the case of statutory obligations to testify.
9.5 The contractor is entitled to process personal data entrusted to him/her 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 by the data subjects

10. fee
10.1 After 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 in each case upon
invoicing by the Contractor.
10.2 The Contractor shall issue an invoice entitling the Client to deduct input tax with
all legally required features.
10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed by the Client upon prior consultation and agreement with the
Contractor in addition to
10.4 If the agreed work is not carried out for reasons on the part of the
client(s) or due to a justified premature termination of the
contractual relationship by the contractor(s), the contractor(s) shall retain the right
to payment of the entire agreed fee less expenses saved. In the event that
an hourly fee is 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 percent 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 his/her
obligation to provide further services. However, this shall not affect the assertion of further claims resulting from
10.6 Payments in foreign payment transactions (AZV) in EU countries shall be regulated by means of expense sharing
. Payments / transfers / direct debits to / from non-EU/EEA countries are regulated
by means of cost sharing.

11. electronic invoicing
11.1 The Contractor is entitled to send invoices to the Client also 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 or after contractually agreed deadlines and agreed conditions.
12.2 Notwithstanding the above, the contract may be terminated by either party 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, 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(s) nor provides suitable security before the Contractor(s) performs
and the poor financial circumstances of the other contracting party were not
known when the contract was concluded.

13 Cancellation - Timings & Costs
13.1 Cancellation of the contract by the client
up to 8 weeks before the agreed start date = 50% of the total fee
up to 6 weeks before the agreed start date = 60% of the total fee
up to 4 weeks before the agreed start date = 75% of the total fee
from 4 weeks before the agreed start date = 100% of the total fee

Reminder periods:
1st reminder 1 week after the agreed payment deadline
2nd reminder 1 week after the first reminder Reminder 1 week after first reminder
3. Reminder 1 week after the second reminder
Automatic cancellation by the client due to non-payment after the 3rd reminder = 100% of the
13.2 Cancellation of the contract by the contractor
100% refund to the client until the start of the project.

14. samples / sampling goods
Samples for tastings, sampling and customer acquisition are provided free of charge
(including logistics and any customs duties outside the EU) by the client in a timely manner and in the quantity specified by the
contractor and taxes / customs duties and fees are paid.

15. final provisions
15.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully
and undertake to notify each other of any changes immediately
15.2 Amendments to the contract and these GTC must be made in writing; the same applies to any waiver of this
formal requirement. There are no verbal collateral agreements.
15.3 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 fulfillment is the place of business of the contractor. For disputes,
the court at the Contractor's place of business shall have jurisdiction.
The Fachverband Unternehmensberatung, Buchhaltung und Informationstechnologie recommends the following mediation clause as a
business-friendly means of dispute resolution:
(1) In the event of disputes arising from this contract that cannot be settled amicably
, the contracting parties mutually agree to consult registered mediators (ZivMediatG) with a focus on business mediation from
on the list of the Ministry of Justice for the out-of-court settlement of the
If no agreement can be reached on the selection of the business mediators
or on the content of the mediation, legal action shall be initiated no earlier than one month after the failure of the negotiations
(2) In the event that mediation does not take place or is discontinued, 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 consulted, can be claimed as "pre-litigation costs" in
court or arbitration proceedings as agreed.

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