General Terms of Business for gfa - consulting gmbh
1. General principles of cooperation
1.1. These General Business Conditions are an integral component of working contracts and offers on the subject of expert counsel of those ordering contracts through management consultancy.
1.2. If any individual regulations of the general terms and conditions should become ineffective, this does not affect the remaining conditions.
1.3. gfa – consulting gmbh is entitled to carry out the consulting order through expert colleagues or commercial/freelance cooperation partners entirely or partially. The collaboration with specialist colleagues is to be agreed on in writing.
1.4. The client shall ensure that during the performance of the consulting assignment, organisational conditions in the client's place of business allow the consulting process to proceed in a timely and undisturbed manner.
1.5. The client ensures that they will produce all documents necessary for the fulfilment and execution of the consulting order in a timely manner and without special requests, and that all procedures and knowledge of the circumstances is given to the management consultant. This applies to all documents, procedures and circumstances that develop during activity with the gfa–consulting gmbh.
1.6. The client shall ensure that all employees as well as any employee representation (works council) provided by law, if established, are informed of the consulting activities prior to the commencement of the advisory activity.
1.7. The mutual trust between the client and gfa - consulting gmbh requires that gfa-consulting gmbh is informed about prior and/or current consultation also in other commercial or industrial sectors.
2. Scope and Validity
2.1. General terms and conditions apply if the terms were expressly agreed.
2.2. All consulting orders and other agreements are only legally binding when they are confirmed and signed by the client and are only mutually binding within the scope of a contractual agreement (contract for work).
3. Extent of advice
Extent of advice will be contractually agreed upon.
4. Duty of disclosure of the client / Letter of representation
See item 1 : General Business Conditions
5. Assurance of independence
5.1. The contracting parties shall be committed to mutual loyalty
5.2. The contracting parties shall be committed to take all necessary measures to ensure that the independence of the cooperation partners and employees of gfa – consulting gmbh are not endangered. This applies particularly to any employment offers made by the client or the acceptance of assignments on their own account.
6.1. gfa – consulting gmbh is committed to reporting its work to its employees and cooperation partners.
6.2. The client and gfa – consulting gmbh agrees that both parties should report on the progress of services.
6.3. The client 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.
7. Protection of intellectual property of gfa – consulting gmbh / Copyright / utilisation
7.1. The client is committed to ensuring that the information, documents, analysis, assessments, offers, organisation charts, programmes, descriptions of services, designs, calculations, drafts, data carriers and the like, created during the course of the consulting order by gfa – consulting gmbh , their employees and cooperation partners will only be used for fulfilling the consulting order. The client may not give away any information created by gfa – consulting gmbh for any reason without written permission. gfa – consulting gmbh cannot be held liable for this information.
7.2. The use of professional remarks of gfa - consulting gmbh for advertising purposes by the client is inadmissible. An offense of that nature entitles gfa – consulting gmbh to cancel all unfulfilled orders without notice.
7.3. gfa – consulting gmbh retains the copyright for its services.
7.4. The consultation provided is the intellectual property of gfa - consulting gmbh. The client has the right to use the material after the consultation ends only for its own purposes and as outlined in the contract. Every other passing on of intellectual property which takes place in spite of this, even if in the course of a company's dissolution or bankruptcy or for short-term reproduction purposes, will bring about legal action. Such a case would result in claims for damages.
8. Removal of shortcomings and guarantees
8.1. gfa – consulting gmbh is entitled to and obliged to remove subsequent mistakes and failings of its consultation. gfa – consulting gmbh is obliged to inform the client immediately. The warranty period is 3 months.
8.2. The client is entitled to demand the correction of any defects if gfa – consulting gmhh is responsible. The requirement expires six months after the delivery of the failed service (reporting) of gfa – consulting gmbh. After failure to remedy the issue, the client has the right to demand an annulment. In case of warranty; correction takes priority over reduction or annulment.
8.3. In so far as claims are concerned, the regulations in item 9 , “Liabilities”, apply.
8.4. The burden of proof lies with the gfa – consulting gmbh.
9.1. gfa – consulting gmbh and its staff conduct themselves in accord with generally recognized principles of the profession. gfa – consulting gmbh is only liable for damages if its intention or gross negligence is proven, within the legal framework. This also applies if obligations are violated by its colleagues.
9.2 The claim for damages can only up to six months after it or the claimant becomes aware of the defect in which to initiate proceedings, although within three years after the event causing the claim.
9.3. If the activity is ordered by a third party, for example , a data processing company, a chartered accountant or a lawyer and the client is hereof notified, then the resulting third party warranty claims and the liability claims against the third party is applicable according to the law and the conditions of the third party.
10. Obligation of confidentiality
10.1. gfa – consulting gmbh, its employees and colleagues are committed to retain the client's privacy over all matters in connection with their activity for the client. This privacy refers to both the client and its business relations.
10.2. Only the client itself, not its assistants, can release gfa – consulting gmbh of this confidentiality in writing.
10.3. gfa – consulting gmbh may hand over reports, appraisals, and other written documents of the results of its activity to a third party only with the consent of the client.
10.4. The privacy from the gfa – consulting gmbh and its colleagues also applies after the order is completed.
10.5. gfa – consulting gmbh is authorised to process personal data given it in the context of the purposeful use of the counsel assignment or to have them processed by a third party. gfa – consulting gmbh assures the confidentiality of data in accord with the regulations of the data protection laws. Any material entrusted to gfa – consulting gmbh (data carriers, data, analyses, programmes etc) as well as all results from the contracted work shall be returned to the client.
11.1. gfa – consulting gmbh, as compensation for delivering its advisory services, is entitled to suitable compensation by the client.
11.2 If the carrying out of the work order is prevented by the ordering partner after the offer has been received and accepted ( e.g. due to dismissal or cancellation) gfa – consulting gmbh is still entitled to the compensation agreed upon.
11.3 If the work order is not carried out due to reasons which are considered substantial by gfa – consulting gmbh , gfa – consulting gmbh is entitled only to partial compensation. This applies especially if the material that was created up to that point is still useable by the client.
11.4 gfa – consulting gmbh reserves the right to cancel an order based on outstanding payments. Complaints or objections to the services rendered by gfa – consulting gmbh do not entitle holding back compensation, except in the case of obvious and substantial shortcomings.
12.1. The fees depend on the written agreement of the client with gfa – consulting gmbh.
13. Place of Performance, Place of Jurisdiction, Applicable Laws
13.1. For the work order, its fulfilment and the demands resulting from them, only Austrian laws are applicable unless otherwise agreed.
13.2. Place of fulfilment is the registered business establishment of gfa – consulting gmbh.
13.3. The place of jurisdiction for all disputes is the location of gfa – consulting gmbh.