1. general principles / scope of application

1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the client (customer) and the contractor (Jürgen Bell) – hereinafter only the term customer or Jürgen Bell shall be used. The version valid at the time the contract is concluded shall apply.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in supplementary contracts.

1.3 Conflicting general terms and conditions of the customer shall be invalid unless they are expressly recognized by Jürgen Bell in writing.

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 thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.

2. scope of the consulting assignment / representation

2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.

2.2 Jürgen Bell shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. The third party shall be paid exclusively by Jürgen Bell himself. There is no direct contractual relationship of any kind whatsoever between the third party and the customer.

2.3 The customer undertakes not to enter into any business relationship whatsoever with persons or companies which Jürgen Bell uses to fulfill its contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the customer shall not commission these persons and companies with such or similar consulting services that Jürgen Bell also offers.

3. Obligation of the customer to provide information / declaration of completeness

3.1 The client shall ensure that the organizational frame conditions at its place of business allow the consulting process to proceed as quickly as possible without disruption.

3.2 The customer shall also inform Jürgen Bell comprehensively about previous and/or ongoing consultations – also in other specialist areas.

3.3 The customer shall ensure that Jürgen Bell is provided with all documents necessary for the performance and execution of the consultancy assignment in a timely manner, even without being specifically requested to do so, and that Jürgen Bell is informed of all events and circumstances which are of significance for the execution of the consultancy assignment. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.

3.4 The customer shall ensure that the employees and the employee representative body (works council) provided for by law and established where applicable are informed by Jürgen Bell prior to the commencement of Jürgen Bell’s activities.

4. Safeguarding independence

4.1 The contracting parties undertake to be mutually loyal.

4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties from being jeopardized. This applies in particular to offers of employment by the customer or the acceptance of orders for the customer’s own account.

5. Reporting / reporting obligation

5.1 Jürgen Bell undertakes to report to the customer on the progress of its work and, where applicable, that of any third parties commissioned.

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

5.3 Jürgen Bell shall be free from instructions in the production of the agreed work and shall act at its own discretion and on its own responsibility. He is not bound to any particular place of work or working hours.

6. Protection of intellectual property

6.1 The copyrights to the works created by Jürgen Bell and third parties commissioned by Jürgen Bell (in particular quotations, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with Jürgen Bell. They may only be used by the customer during and after termination of the contractual relationship for purposes covered by the contract. In this respect, the customer is not entitled to reproduce and/or distribute the work(s) without the express consent of Jürgen Bell. Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of Jürgen Bell – in particular for the accuracy of the work – towards third parties.

6.2 Any breach of these provisions by the customer shall entitle Jürgen Bell to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 Irrespective of fault, Jürgen Bell shall be entitled and obliged to rectify any inaccuracies and defects in its performance that become known within the scope of the statutory warranty. He shall inform the customer of this immediately.

7.2 This claim of the customer expires six months after the provision of the respective service.

8 Liability / Compensation

8.1 Jürgen Bell shall only be liable to the customer for damages – except for personal injury – in the event of gross negligence (intent or gross negligence). Correspondingly, this shall also apply to damage caused by third parties engaged by Jürgen Bell.

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

8.3 The customer must provide proof that the damage is attributable to a fault on the part of Jürgen Bell.

8.4 If Jürgen Bell performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, Jürgen Bell assigns these claims to the customer. In this case, the customer shall primarily refer to the third parties.

9. Confidentiality / data protection

9.1 Jürgen Bell undertakes to maintain absolute confidentiality about all business matters coming to its knowledge, in particular business and trade secrets as well as any information it receives about the nature, scope of operations and practical activities of the customer.

9.2 Furthermore, Jürgen Bell undertakes to maintain confidentiality vis-à-vis third parties regarding the entire content of the work as well as all information and circumstances that he has received in connection with the creation of the work, in particular also regarding the data of the customer’s clients.

9.3 Jürgen Bell is released from his duty of confidentiality towards any assistants and representatives he uses. However, he must impose the duty of confidentiality on them in full and is liable for their breach of the duty of confidentiality in the same way as for his 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 Jürgen Bell is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The customer warrants to Jürgen Bell that all necessary measures, in particular those within the meaning of the Austrian Data Protection Act (DSG), such as declarations of consent by the data subjects, have been taken.

10. Remuneration

10.1 After completion of the agreed work, Jürgen Bell shall receive a fee in accordance with the agreement between the customer and Jürgen Bell. Jürgen Bell shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee is due upon invoicing by Jürgen Bell.

10.2 Jürgen Bell shall issue an invoice entitling the customer to deduct input tax with all legally required features.

10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed by the customer in addition upon presentation of an invoice by Jürgen Bell.

10.4 If the agreed work is not performed for reasons attributable to the customer or due to a justified premature termination of the contractual relationship by Jürgen Bell, the latter shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee is agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved are agreed at a flat rate of 30 percent of the fee for those services that Jürgen Bell has not yet provided by the date of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, Jürgen Bell shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic invoicing

11.1 Jürgen Bell shall also be entitled to send invoices to the customer in electronic form. The customer expressly agrees to the sending of invoices in electronic form by Jürgen Bell.

12. Duration of the contract

12.1 In principle, every contract ends with the completion of the project and the corresponding invoicing.

12.2 Apart from this, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular,
– If a contracting party breaches major contractual obligations, or
– if a contracting party defaults on payment after insolvency proceedings have been opened, or
– if there are justified concerns regarding the creditworthiness of a contracting party in respect of which insolvency proceedings have not been opened and this party neither makes advance payments nor provides suitable security prior to performance at the request of Jürgen Bell 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 immediately of any changes.

13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.

13.3 This contract shall be governed by Austrian substantive law to the exclusion of the conflict of laws rules of private international law and the convention on Contracts for the International Sale of Goods (CISG). The place of performance shall be the place of Jürgen Bell’s professional establishment. The court at Jürgen Bell’s place of business shall have jurisdiction for any disputes.

 

 

(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) specializing in business mediation from the list of the Ministry of Justice to settle the conflict out of court. If no agreement can be reached on the selection of the commercial mediators or on the content of the negotiations, legal action will be initiated at the earliest one month after the failure of the negotiations.

(2) In the event that mediation does not take place or is terminated, Austrian law shall apply in any court proceedings that may be initiated. All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors called in, can be claimed as “pre-litigation costs” in court or arbitration proceedings in accordance with the agreement.

 

Jürgen Bell / Status: 13.05.2024