Terms & Conditions

1. General principles / scope

1.1 For all legal transactions between the client and the contractor (1st MTB Market Intelligence eU) - in the following only the term contractor is used - these General Terms and Conditions apply exclusively. The version valid at the time the contract is concluded is relevant.

1.2 These general terms and conditions also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts.

1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly acknowledged in writing by the contractor.

1.4 In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The ineffective provision is to be replaced by an effective provision that comes closest in meaning and economic purpose.

2. Scope of the consulting assignment / representation

2.1 The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.

2.2 The contractor is entitled to have the tasks incumbent on him carried out in whole or in part by third parties. The payment of the third party is made exclusively by the contractor himself. There is no direct contractual relationship of any kind 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 that the contractor uses to fulfill its contractual obligations during or until three years after termination of this contractual relationship. In particular, the client will not commission these people and companies to provide the same or similar consulting services that the contractor also offers.

3. The client's obligation to provide information / declaration of completeness

3.1 The client ensures that the organizational framework conditions at his place of business when fulfilling the consulting assignment allow work to be carried out as undisturbed as possible and conducive to the rapid progress of the consulting process.

3.2 The client will also inform the contractor comprehensively about previously carried out and/or ongoing consultations - including in other specialist areas.

3.3      The client ensures that all documents necessary for the fulfillment and execution of the consulting order are presented to the contractor in a timely manner, even without the contractor's special request, and that he is informed of all processes and circumstances that are important for the execution of the consulting order. This also applies to all documents, processes and circumstances that only become known during the consultant's work.

3.4 The client ensures that its employees and the employee representatives (works council) provided for by law and, if applicable, are informed by the contractor before the contractor's work begins.

4. Securing Independence

4.1 The contracting parties undertake to be loyal to one another.

4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the contractor from being jeopardized. This applies in particular to offers from the client for employment or to take on orders on their own account.

5. Reporting / Duty to Report

5.1 The contractor undertakes to report to the client on the progress of his work, that of his employees and, if necessary, that of commissioned third parties.

5.2 The client will receive the final report within a reasonable period of time, ie two to four weeks, depending on the type and scope of the consulting assignment, after completion of the assignment.

5.3 The contractor is free from instructions when producing the agreed work and acts at his own discretion and under his own responsibility. He is not tied to a specific place of work or specific working hours.

6. Intellectual Property Protection

6.1 The copyrights to the works created by the contractor and its employees and commissioned third parties (in particular offers, reports, analyses, reports, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) 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. The client is therefore not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances will the contractor be liable to third parties as a result of unauthorized reproduction/distribution of the work - in particular for the accuracy of the work.

6.2 If the client violates these provisions, the contractor is entitled to immediately terminate the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or compensation.

7. Warranty

7.1 The contractor is entitled and obliged, regardless of fault, to correct any inaccuracies and defects that become known in his service within the scope of the statutory warranty. He will inform the client of this immediately.

7.2 This claim of the client expires six months after the respective service has been provided.

8. Liability / Damages

8.1 The contractor is liable to the client for damages - with the exception of personal injuries - only 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 perpetrator, but at the latest within three years of the event giving rise to the claim.

8.3 The client must provide proof that the damage was due to the contractor's fault.

8.4 If the contractor 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 assigns these claims to the client. In this case, the client will give priority to these third parties.

9. Confidentiality / data protection

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

9.2 Furthermore, the contractor undertakes to maintain confidentiality from third parties about the entire content of the work as well as all information and circumstances that he received in connection with the creation of the work, in particular also about the data of the client's clients.

9.3 The contractor is released from the obligation of confidentiality towards any assistants and representatives he uses. However, he has to completely waive the obligation of confidentiality.

9.4 The confidentiality obligation extends beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to provide information.

9.5 The contractor is entitled to process personal data entrusted to him within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken, particularly those within the meaning of the Data Protection Act, such as declarations of consent from those affected.

10. Fee

10.1 After completion of the agreed work, the contractor receives a fee in accordance with the agreement between the client and the contractor. The contractor is entitled to issue interim invoices based on the progress of the work and to request advance payments corresponding to the respective progress. The fee is due upon receipt of the invoice by the contractor.

10.2 The contractor will issue an invoice entitling the deduction of input tax with all legally required features.

10.3 Any cash expenses, expenses, travel costs, etc. incurred must be additionally reimbursed by the client against the contractor's invoice.

10.4 If the agreed work is not carried out for reasons on the part of the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor retains the right to payment of the entire agreed fee less any expenses saved. If an hourly fee is agreed, the fee is to be paid for the number of hours that were expected for the entire agreed work, less the saved expenses. The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the day the contractual relationship is terminated.

10.5 In the event of non-payment of interim invoices, the contractor is released from his obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

11. Electronic accounting

11.1 The contractor is entitled to send invoices to the client in electronic form. The client expressly agrees to the contractor sending invoices in electronic form

12. Duration of Contract

12.1 This contract generally ends with the completion of the project and the corresponding accounting.

12.2 Irrespective of this, the contract can be terminated by either party at any time for important reasons without observing a period of notice. An important reason is, in particular,

  • If a contracting party breaches material contractual obligations, or
  • if a contracting party defaults on payment after the opening of insolvency proceedings, or
  • if there are legitimate concerns about the creditworthiness of a contracting party for which no insolvency proceedings have been opened and, at the request of the contractor, it neither makes advance payments nor provides suitable security before the contractor's performance and the poor financial circumstances of the other contracting party were not known when the contract was concluded.

13. Final Provisions

13.1 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.

13.2 Changes to the contract and these general terms and conditions must be made in writing; also a departure from this formal requirement. Verbal collateral agreements do not exist.

13.3 Substantive Austrian law applies to this contract, excluding the reference norms of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the location of the contractor's professional establishment. The court at the contractor's place of business is responsible for disputes.

Appendix: Mediation clause 

(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to call in registered mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the economic mediators or on the content, then at the earliest one month from the failure of the negotiations

legal action initiated.

(2) In the event that mediation does not take place or is aborted, Austrian law applies to any court proceedings that may have been initiated.

All necessary expenses incurred as a result of prior mediation, in particular those for legal advisors retained, can, as agreed, be claimed as “pre-litigation costs” in court or arbitration proceedings.