Terms and Conditions

1. General Principles / Scope of Application

1.1. All legal transactions between the client and the contractor (management consultant) are exclusively governed by these General Terms and Conditions. In each case, the valid version at the time of the conclusion of the contract applies.

1.2. If a specific contract includes a penetration-test, the additional terms and conditions for penetration-tests shall apply to that extent in addition to these general terms and conditions.

1.3. These general terms and conditions also apply to all future contractual relationships, even if this is not explicitly stated in supplementary contracts

1.4. Conflicting General Terms and Conditions of the client are invalid, unless they are expressly acknowledged in writing by the contractor (consultant).

1.5. In the event that individual provisions of these General Terms and Conditions are and/or become invalid, this does not affect the validity of the remaining provisions and the contracts concluded on their basis. The invalid provision is to be replaced by a valid provision that comes closest to it in terms of meaning and economic purpose.

2. Scope of the consulting contract/substitution

2.1. The scope of a specific consulting contract is defined in individual cases.

2.2. The contractor (consultant) is entitled to contract a third party to carry out in whole or in part his duties. Payment for the third party is carried out exclusively by the contractor (consultant). There exists no direct contractual agreement of any kind between the third party and the client.

2.3. The client agrees not to enter into any business relationship with persons or companies during or up to three years after the fulfilment of the contract. In particular, the client will not entrust these persons and companies with such or similar consulting services which the contractor (consultant) also offers.

3. Duty of disclosure of the client/Letter of representation

3.1. The client shall ensure that the organisational conditions at his place of business allow for an unhindered progress conducive to the consulting process.

3.2. The client shall also inform the contractor (consultant) about previous and / or ongoing consultations - including in other fields.

3.3. The client shall ensure that the contractor (consultant), without his special request, is provided with all documents necessary for the fulfilment and execution of the consulting services in full and in a timely manner and that he is informed of all events and circumstances that are of importance for the execution of the consulting contract. This also applies to all documents, processes and circumstances which become known during the contract of the contractor (consultant).

3.4. The client shall ensure that his employees and the legally intended or established workers` representation (workers` council) are informed of the services to be provided by the contractor (business consultant) prior to the start of the work.

4. Assurance of independence

4.1. The contracting parties commit themselves to mutual loyalty.

4.2. The contracting parties mutually agree to take all suitable precautions to prevent endangering the independence of commissioned third parties and employees of the contractor (consultant). This applies in particular to offers of the client on employment or the assumption of orders at his own expense.

5. Reporting/reporting obligation

5.1. The contractor (consultant) agrees to report on his work, that of his employees and, if applicable, also of commissioned third parties regarding work progress in accordance with the client.

5.2. The final report will be provided to the client in due time, this means latest two to four weeks, depending on the type of consulting services, after completion of the contract.

5.3. The contractor (consultant) is not subject to directives during preparation of the agreed work, acts at his own discretion and on his own responsibility. He is not bound to any specific place of work or work hours.

6. Protection of intellectual property

6.1. The copyrights of the works created by the contractor (consultant) and its employees and commissioned third parties (in particular offers, reports, analyses, expert reports, organisation plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor (consultant). They may only be used by the client during and after the contractual relationship for purposes covered by the contract. The client is not entitled to reproduce and / or distribute the work (the works) without the express consent of the contractor (consultant). Under no circumstances will an unauthorised duplication / distribution of the work incur liability of the contractor (consultant) - in particular for the accuracy of the work - vis-à-vis third parties.

6.2. The breach of these provisions by the client entitles the contractor (consultant) to terminate the contractual relationship immediately and to assert other statutory claims, in particular regarding omission and / or damages.

7. Guarantee

7.1. The contractor (consultant) is entitled and obligated, without regard to a fault, to rectify known errors and errors in his performance. He will inform the client without delay.

7.2. This claim of the client expires six months after providing the respective service.

7.3. The reversal of the burden of proof, i.e. the obligation of the contractor to prove his innocence of the defect, is excluded.

8. Liability/Damage compensation

8.1. The contractor (management consultant) is liable to the client for damages - except for personal injury - only in the case of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage 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 person causing the damage, but no later than three years after the event giving rise to the claim.

8.3. In each case, the client must provide proof that the damage is due to the fault of the contractor.

8.4. If the contractor (management consultant) performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor (management consultant) assigns these claims to the client. In this case, the Client will give priority to these third parties.

8.5. Insofar as the contractor (management consultant) or a vicarious agent is liable under this, the liability is limited to the maximum amount of EUR 3,000,000,-- (in words: Euro Three Million). We are not liable for indirect or consequential damages.

8.6. Any liability towards third parties is excluded.

9. Confidentiality/Data Protection/Privacy

9.1. The contractor (management consultant) undertakes to maintain absolute confidentiality about all business matters that come to his knowledge, in particular business and trade secrets as well as any information he receives about the nature, scope of business and practical activities of the client.

9.2. Furthermore, the contractor (consultant) agrees to maintain the confidentiality of the entire content of the work as well as all information and circumstances that have been received in connection with the preparation of the work, in particular the data of customers (clients) of the client.

9.3. The contractor (consultant) is released from confidentiality to any subcontractors and substitutes he serves. He has the obligation to guarantee secrecy on their behalf and is liable for their breach of the confidentiality obligation as for their own violation.

9.4. Confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory statements.

9.5. The contractor (consultant) is entitled to process personal data entrusted to him 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, in particular those within the meaning of the Data Protection Act, such as consent declarations of the persons concerned.

9.6. The contractor may only hand over reports, analyses, images, photo and data material as well as sketches and other written statements about the results of his work performed for the client to third parties with the consent of the client, provided that these documents are not anonymized. The use of the above-mentioned documents in anonymous form, especially for the purpose of internal and external training as well as the naming and printing of the name and logo of the client and his project in the contractor's list of references, shall be approved, unless the client revokes this consent for a specific project.

9.7. The contractor (consultant) may show the client as a reference client on its website using the logo of the client and giving a short, general description of the services rendered. The description shall not include information which the contractor (consultant) deems sensitive. The client may at any time revoke his consent in writing. In this case, the contractor (consultant) shall delete the client on the website after three working days at the latest.

10. Remuneration

10.1. After completion of the agreed work, the contractor (consultant) receives a fee in accordance with the agreement between the client and the contractor (consultant). The contractor (consultant) is entitled to submit interim invoices in accordance with the work progress and to charge partial payments for the respective progress. The fee is in each case to be paid by the contractor in accordance with the invoice within 14 days. Billing by the contractor is due immediately, in the case of default, interest in the amount of 10% agreed. Furthermore, the client is obligated to pay the costs of dunning letters (per reminder € 50.00) as well as the costs of bringing in a debt collection agency or the costs for the legal enforcement of the outstanding invoice (court fees or attorney's fees).

10.2. The contractor (consultant) will issue an invoice for purposes of input tax deduction which includes all legally required information for such purposes.

10.3. All out-of-pocket expenses, charges, travel expenses, etc. shall be additionally reimbursed by the client through an invoice submitted by the contractor (consultant).

10.4. If the execution of the agreed work is stopped for reasons stemming from the client, or due to a justified premature termination of the contract by the contractor (consultant), the contractor (consultant) retains the right to payment of the entire agreed fee less expenses saved. If an hourly fee is agreed, the fee is to be paid for the number of hours expected for the entire agreed work less the expenses saved. The saved expenditures are agreed on a flat-rate basis at 30 percent of the fee for those services that the contractor has not yet provided by the date of termination of the contract.

10.5. In the event of non-payment of interim invoices, the contractor (consultant) is released from his obligation to provide further services. The assertion of further claims resulting from non-payment will not be affected by this.

10.6. The client can offset against claims of the contractor (consultant) only if the claims of the client have been acknowledged in writing or established as final by a court of law.

11. Electronic invoicing

11.1. The contractor (consultant) is entitled to submit bills to the client in electronic form. The client expressly agrees to the receipt of invoices in electronic form by the contractor (consultant).

12. Duration of the contract

12.1. This contract ends with the completion of the project.

12.2. The contract may be terminated at any time with good cause by either party without observing a period of notice. An important reason in particular is to be considered:
o if a contracting party violates material contractual obligations or
o if a contracting party falls into arrears after the opening of insolvency proceedings. o if legitimate concerns exist with respect to the creditworthiness of a contracting party over which no insolvency proceedings have been initiated and the latter fails to make any advance payments or provides adequate security before the contractor provides services and the inadequate financial circumstances were not known to the other contracting party at the time of the contract signing

13. Nullity Clause

13.1. If any of the above conditions are invalid, the validity of the remaining provisions shall remain unaffected. The invalid clause is then replaced by a clause that comes closest in economic terms and in its intention to the valid clause.

14. Languages

14.1. Validity of the terms and conditions have only the versions printed in German. The English translation is for informal services only!

15. EU General Data Protection Regulation

15.1. All data collected during the contract to fulfil the scope of the contract will be stored for a period of 30 years for the purpose of a possible obligation to provide proof

15.2. All other rights under the General Data Protection Regulation remain unaffected (for example, inspection, transcript, etc.).

15.3. The client gives consent to the storage of data (including personal data) using cloud storage services by Microsoft Corporation, Redmond, Washington, U.S. (or by its legal successor or by any of its subsidiaries) such as OneDrive.com. Microsoft Corporation has communicated that it participates in the EU - US Privacy Shield Framework and that it has furthermore implemented the European Commission’s Standard Contractual Clauses for the Transfer of Personal Data to Processors established in Third Countries in the terms of use of OneDrive.com.

16. Academy

16.1. You can find complaints about the education provider under office@riskonmind.at and under info@ibw.at

17. Final provisions

17.1. The contracting parties confirm that they have faithfully and truthfully provided all information in the contract and mutually agree to announce any changes immediately.

17.2. Changes to the contract and these terms and conditions must be in writing; as well as an agreement to not require changes in writing must be concluded in writing. Verbal agreements do not exist.

17.3. Substantive Austrian law is applicable to this contract to the exclusion of the reference norms of private international law. Place of performance is the place of business of the contractor (consultant). For disputes, the court at the place of business of the contractor (consultant) is responsible.