Terms and Conditions

1. General Principles/Scope of Application

1.1. These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Management Consultant). The version in force at the time the contract is concluded shall be authoritative.

1.2. If a specific assignment includes a penetration test, the Additional Terms and Conditions for Penetration Tests shall apply in addition to these General Terms and Conditions.

1.3. These General Terms and Conditions shall also apply to all future contractual relationships, and therefore also to supplementary agreements, even if they are not explicitly referred to.

1.4. Any conflicting General Terms and Conditions of the Client shall be invalid unless they are expressly accepted in writing by the Contractor (Management Consultant).

1.5. In the event that individual provisions of these General Terms and Conditions are and/or should 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 closest to its meaning and economic purpose. 

2. Scope of the Advisory Mandate/Representation

2.1. The scope of a specific advisory mandate is agreed contractually on a case-by-case basis.

2.2. The Contractor (Management Consultant) is entitled to have the tasks assigned to them performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor (Management Consultant) themselves. 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 whose services the Contractor (Management Consultant) utilizes to fulfill their contractual obligations during and until the expiry of three years after the termination of this contractual relationship. In particular, the Client shall not commission these persons and companies with such or similar advisory services that the Contractor (Management Consultant) also offers.

3. Client's Duty of Disclosure/Declaration of Completeness

3.1. The Client shall ensure that the organizational framework conditions at their place of business allow for work that is as undisturbed as possible and conducive to the rapid progress of the advisory process when fulfilling the advisory mandate. 

3.2. The Client shall also comprehensively inform the Contractor (Management Consultant) about previously conducted and/or ongoing consultations – also in other specialist areas.

3.3. The Client shall ensure that the Contractor (Management Consultant) is provided with all documents necessary for the fulfillment and execution of the advisory mandate completely and in a timely manner, even without a specific request to this effect, and that they are informed of all processes and circumstances that are of significance for the execution of the advisory mandate. This also applies to all documents, processes, and circumstances that only become known during the course of the Contractor's (Management Consultant) activity.

3.4. The Client shall ensure that their employees and the legally required and, if applicable, established employee representation (works council) are informed of the Contractor's (Management Consultant) activity before it begins.

4. Safeguarding Independence

4.1. The contracting parties commit to mutual loyalty.

4.2. The contracting parties mutually undertake to take all precautions suitable to prevent any threat to the independence of the commissioned third parties and employees of the Contractor (Management Consultant). This applies in particular to offers of employment by the Client or the acceptance of orders on their own account.

5. Reporting/Duty to Report

5.1. The Contractor (Management Consultant) undertakes to report to the Client on their work, that of their employees, and, if applicable, that 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 of time, i.e., at the latest two to four weeks after completion of the order, depending on the nature of the advisory mandate.

5.3. The Contractor (Management Consultant) is free from instructions in the creation of the agreed work, acts at their own discretion and under their own responsibility. They are not bound to any specific place of work or specific working hours.

6. Protection of Intellectual Property

6.1. The copyrights to the works created by the Contractor (Management Consultant) and their employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor (Management Consultant). They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The Client is therefore not entitled to duplicate and/or distribute the work(s) without the express consent of the Contractor (Management Consultant). Under no circumstances shall an unauthorized duplication/distribution of the work give rise to any liability on the part of the Contractor (Management Consultant) – in particular, for example, for the correctness of the work – towards third parties.

6.2. Any breach of these provisions by the Client shall entitle the Contractor (Management Consultant) to terminate the contractual relationship prematurely with immediate effect and to assert other legal claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1. The Contractor (Management Consultant) is entitled and obligated, regardless of fault, to remedy any inaccuracies and defects in their performance that become known. They will inform the Client of this without delay.

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

7.3. The reversal of the burden of proof, i.e., the obligation of the Contractor to prove that they are not at fault for the defect, is excluded.

8. Liability/Damages

8.1. The Contractor (Management Consultant) shall only be liable to the Client for damages – with the exception of personal injury – in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage attributable to third parties engaged by the Contractor.

8.2. Claims for damages by the Client can only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years after the event giving rise to the claim.

8.3. The Client shall in each case provide proof that the damage is attributable to fault on the part of the Contractor.

8.4. If the Contractor (Management Consultant) renders the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor (Management Consultant) shall assign these claims to the Client. In this case, the Client will primarily hold these third parties liable.

8.5. Insofar as the Contractor (Management Consultant) or a vicarious agent is liable under this agreement, liability is limited to a maximum amount of EUR 3,000,000 (in words: Euro Three Million). No liability is accepted for indirect or consequential damages.

8.6. Any liability towards third parties is excluded.

9. Confidentiality/Data Protection

9.1. The Contractor (Management Consultant) undertakes to maintain absolute silence regarding all business matters that come to their knowledge, in particular business and trade secrets as well as any information they receive regarding the nature, scope of operations, and practical activity of the Client.

9.2. Furthermore, the Contractor (Management Consultant) undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to them in connection with the creation of the work, in particular also regarding the data of the Client's customers.

9.3. The Contractor (Management Consultant) is released from the duty of confidentiality towards any assistants and representatives whose services they utilize in fulfilling the order. However, they must completely transfer the duty of confidentiality to these assistants or representatives and shall be liable for their breach of the confidentiality obligation as for their own breach.

9.4. The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.

9.5. The Contractor (Management Consultant) is entitled to process personal data entrusted to them within the scope of the purpose of the contractual relationship. The Client guarantees 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.

9.6. The Contractor may only hand over reports, analyses, image, photo and data material as well as sketches and other written statements on the results of their activities performed for the Client to third parties with the consent of the Client, unless these documents are anonymized. Consent is granted for the use of the aforementioned documents in anonymized form, in particular for the purpose of internal and external training, as well as the naming and printing of the Client's name and logo and their project in the Contractor's reference list, unless the Client withdraws this consent for a specific project.

9.7. The Contractor (Management Consultant) may name the Client as a reference customer on their website, using the Client's logo and providing a brief, general description of the services rendered. The description will not contain any information that the Contractor (Management Consultant) deems sensitive. The Client may withdraw their consent in writing at any time. In this case, the Contractor (Management Consultant) will remove the Client from the website within three working days at the latest.

10. Fees

10.1. Upon completion of the agreed work, the Contractor (Management Consultant) shall receive a fee in accordance with the agreement between the Client and the Contractor (Management Consultant). The Contractor (Management Consultant) is entitled to submit interim invoices in accordance with the progress of the work and to request corresponding advances commensurate with the respective progress. The fee is due in each case upon invoicing by the Contractor within 14 days; in the event of default, interest at a rate of 10% p.a. is agreed. Furthermore, the Client undertakes to pay the costs of reminders for the invoice (€ 50.00 per reminder) in the event of default, as well as the costs of engaging a collection agency or the costs for judicial enforcement of the outstanding invoice (court fees or lawyer's fees).

10.2. The Contractor (Management Consultant) will in each case issue an invoice social to input tax deduction with all legally required characteristics.

50.3. Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the Client upon invoicing by the Contractor (Management Consultant).

10.4. If the execution of the agreed work does not take place for reasons on the part of the Client, or due to a justified premature termination of the contractual relationship by the Contractor (Management Consultant), the Contractor (Management Consultant) shall retain the claim to payment of the entire agreed fee less saved expenses. In the event that an hourly fee has been agreed, the fee is to be paid for the number of hours that would have been expected for the entire agreed work, less the saved expenses. The saved expenses are agreed on a flat-rate basis at 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 (Management Consultant) is released from their obligation to render further services. However, this shall not affect the assertion of further claims resulting from non-payment.

10.6. The Client may only offset against claims of the Contractor (Management Consultant) if the Client's claims have been recognized in writing or established by a court of law with legally binding effect.

11. Electronic Invoicing

11.1. The Contractor (Management Consultant) is entitled to transmit invoices to the Client in electronic form as well. The Client expressly agrees to the transmission of invoices in electronic form by the Contractor (Management Consultant).

12. Duration of the Contract

12.1. This contract basically ends with the completion of the order assigned to the Contractor (Management Consultant).

12.2. Notwithstanding this, the contract can be dissolved at any time for important reasons by either side without complying with a notice period. An important reason is to be assumed in particular, 

• if a contracting party breaches essential contractual obligations, or 
• if insolvency proceedings have been opened over the assets of a contracting party or an application for the opening of insolvency proceedings has been rejected for lack of cost-covering assets, 
• if there are justified doubts regarding the creditworthiness of a contracting party over whose assets no insolvency proceedings have been opened, and the latter neither makes advance payments upon request of the Contractor (Management Consultant) nor provides suitable security prior to performance by the Contractor, and the poor financial circumstances were not known to the other contracting party at the time the contract was concluded.

13. Severability Clause

13.1. If individual provisions of the above terms and conditions are invalid, the validity of the remaining provisions shall remain unaffected. The invalid clause shall then be replaced by a provision that comes closest economically and in its intention to the invalid clause.

14. Languages

14.1. The version printed here in the German language shall be exclusively valid for the linguistic validity of the GTC. The English translation serves exclusively for informal service purposes.

15. EU General Data Protection Regulation

15.1. All data necessarily collected in the course of the assignment to grant the scope of the contract will be stored by the Contractor (Management Consultant) for a period of 30 years due to possible evidentiary obligations.

15.2. All other rights under the EU General Data Protection Regulation remain unaffected (e.g., inspection, copy, etc.).

15.3. The Client gives their consent to the storage of data (including personal data) using cloud storage services of Microsoft Corporation, Redmond, Washington, USA (or their legal successor or one of their subsidiaries) such as OneDrive.com. Microsoft Corporation has announced that it participates in the EU-US Privacy Shield framework and that it has further implemented the Standard Contractual Clauses for the transfer of personal data to processors in third countries of the European Commission in the Terms of Use of OneDrive.com.

16. Academy

16.1. Complaints about the educational provider can be sent to office@riskonmind.at and info@ibw.at

17. Final Provisions

17.1. The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully and undertake to inform each other immediately of any changes.

17.2. Amendments to the contract and these GTC must be in writing to be valid; this also applies to any departure from this form requirement. Oral collateral agreements shall have no validity.

17.3. Material Austrian law shall apply to this contract, to the exclusion of the referral norms of international private law. The place of performance is the place of the professional establishment of the Contractor (Management Consultant). For disputes, the court at the place of business of the Contractor (Management Consultant) shall have jurisdiction.