AuscultA Management Consulting
Validity:
These general terms and conditions (GTC) apply to all legal transactions between AuscultA Management Beratung – hereinafter referred to as AM-C – and its customers and other contractual partners; the general terms and conditions of a customer and other contractual partners apply – even if these have been sent – only if their validity has been expressly agreed in writing.
Should individual provisions of these GTC not be effective, or be declared ineffective by courts or administrative authorities, the other GTC – unaffected by this – shall remain in effect in any case. The ineffective provisions of the GTC shall be replaced by provisions that come closest to the economic purpose and the system of the GTC. The same applies to necessary interpretations and additions.
Services and delivery periods:
The scope of services is determined by the written order and the service specifications. If there is no written order, the offer from AM-C shall be the basis for the order.
Changes and/or additions to the order must be made in writing to be effective.
Know-how provided by AM-C in the course of providing services is protected by international copyright. The client receives the right to use the know-how provided within the scope of the order (e.g. in the form of checklists, forms, expert opinions and the like) exclusively for internal company use and within the scope of the order.
Agreed delivery dates are only guidelines and the customer cannot assert any claims for damages of any kind against AM-C if the deadlines are exceeded. In the event of culpable exceeding of an agreed delivery period, default only occurs after a reasonable grace period has been set. Claims for damages due to culpable delays in delivery are excluded – to the extent permitted by law; however, any claims for damages that are not excluded are in any case limited to the invoice value of the service not provided on time and already invoiced by AM-C.
Liability:
AM-C is not liable for delays and other disruptions in the provision of services that are caused by the client or are within its sphere of influence. AM-C is not liable for information, data and other documents received from the client or third parties.
The client shall provide AM-C with the documents and information necessary for the fulfillment of the order in good time.
AM-C is entitled to destroy the client’s files/documents etc. in its possession after a period of one (1) year after the end of the mandate, provided that these have not been requested back by the client.
AM-C is entitled to involve third parties to fulfill the contract. AM-C is only liable for the third parties it has engaged alone and then only for the careful selection and instruction of third parties. AM-C assumes no liability whatsoever for third parties who are selected and engaged jointly or independently of AM-C. AM-C acts as a representative in the name and on the account of the client vis-à-vis third parties.
Claims for damages can only be asserted against AM-C if defects were caused intentionally or through gross negligence by AM-C or employees of AM-C. The injured party must prove the existence of gross negligence. Claims for damages are in any case limited to the amount of the service provided and already invoiced by AM-C. Claims for damages are in any case subject to a limitation period of one (1) year after the service has been provided.
Confidentiality:
AM-C undertakes to maintain unlimited confidentiality with regard to all information about the client that becomes known in connection with this order and is not publicly available.
The client undertakes to use all information and documents received from AM-C in connection with the order exclusively for the purpose formulated in the order.
The client is responsible and liable for the security and confidentiality of data, know-how, documentation, etc. within this project. He must ensure that the appropriate controlling is in place and instruct all internal persons and third parties involved accordingly and oblige them to maintain unlimited confidentiality.
The further use of the documents and information related to the order and the transfer to third parties by the client is excluded without the written consent of AM-C.
Fee:
The basis for the invoicing of all services is the offer from AM-C and the regulations for ancillary costs and expenses.
All invoices from AM-C are issued exclusively in euros.
The services of AM-C are invoiced immediately after provision or in monthly partial invoices. In addition, AM-C is entitled to demand advance payments.
Invoice amounts are due for payment without deduction upon receipt of the invoice. In the event of default in payment, default interest of 15% p.a. is agreed, whereby this agreement does not preclude the assertion of a higher interest loss. In addition, the contractual partner must immediately reimburse AM-C for all expenses and costs incurred by the default. Incoming payments, irrespective of the contractual partner’s designation, shall first be credited to costs, then to interest and finally to the principal, whereby the oldest claim shall be covered first in each case in terms of time.
Cancellation/termination of order:
If an order for a consulting, restructuring or interim management mandate is cancelled or annulled up to 6 weeks before the start of the order, 20% of the agreed fee will be charged as a cancellation fee; at a later date, the entire order volume is due.
In addition, the client shall reimburse AM-C for all expenses already incurred and expenses incurred, as well as any damage caused.
Collateral agreements:
Agreements deviating from these conditions are only valid if they have been confirmed in writing by AM-C and with an original signature.
Miscellaneous:
The client agrees not to actively recruit AM-C employees integrated in the order.
Applicable law and place of jurisdiction:
The applicability of Austrian law, with the exception of the reference standards of Austrian international private law and the UNCITRAL, is agreed for all contracts concluded between AM-C and its contractual partners. For all disputes arising from the delivery contracts concluded between AM-C and its contractual partners, the court with subject-matter jurisdiction for Innsbruck shall be called upon to decide as the exclusive place of jurisdiction. However, AM-C is free to sue its contractual partners before other domestic or foreign courts.