AGB Englisch
General Terms and Conditions:
1. General Provisions / Scope of Application
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor. The version in effect at the time the contract is concluded shall be decisive.
1.2 These General Terms and Conditions also apply to all future contractual relationships, even if they are not expressly referenced in supplementary contracts.
1.3 Any conflicting general terms and conditions of the Client are invalid unless expressly acknowledged in writing by the Contractor.
1.4 In the event that individual provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and economic purpose.
2. Scope of Services
2.1 The scope of the specific service shall be contractually agreed upon on a case-by-case basis.
3. Obligations of the Client
3.1 If the service is to be performed on the Client’s premises, the Client shall ensure that the organizational conditions allow for work to proceed with as few disruptions as possible and in a manner conducive to the rapid progress of the consulting process.
3.2 The Client shall ensure that the Contractor is informed of all processes and circumstances relevant to the performance of the service. This also applies to all documents, processes, and circumstances that become known only during the course of the service.
3.3 The Client shall ensure that its employees and the employee representative body (works council) provided for by law and, if applicable, established, are informed by the Contractor prior to the commencement of the Contractor’s work.
3.4 Upon completion of the service, the Contractor is entitled to use the Client’s company name and logo as a reference for its corporate identity.
4. Safeguarding Independence
4.1 The contracting parties undertake to maintain mutual loyalty.
5. Reporting / Reporting Obligation
5.1 The Contractor undertakes to report to the Client on its work in accordance with the progress of the work.
5.2 The Client shall receive the final report within a reasonable time, i.e., two to four weeks after completion of the contract, depending on the nature of the service.
5.3 The Contractor is not subject to instructions when performing the service; the Contractor acts at its own discretion and on its own responsibility. The Contractor is 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 (in particular, proposals, reports, analyses, expert opinions, organizational plans, programs, service specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor. The Client may use them during and after the termination of the contractual relationship exclusively for purposes covered by the contract. In this regard, the Client is not authorized to reproduce and/or distribute the work(s) without the Contractor’s express consent. Under no circumstances shall unauthorized reproduction or distribution of the work give rise to any liability on the part of the Contractor—in particular, with respect to the accuracy of the work—toward third parties.
6.2 Any breach of these provisions by the Client entitles the Contractor to immediately terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.
7. Warranty
7.1 The Contractor is entitled and obligated, regardless of fault, to correct any inaccuracies or defects in its work that come to light. The Contractor shall notify the Client thereof without delay.
7.2 This claim by the Client expires six months after the respective service has been rendered.
8. Liability / Damages
8.1 The Contractor shall be liable to the Client for damages—excluding personal injury—only in cases of gross negligence (intent or gross negligence). This shall apply mutatis mutandis to damages attributable to third parties engaged by the Contractor.
8.2 The Client’s claims for damages may be asserted in court only within six months of becoming aware of the damage and the party responsible for it, but no later than three years after the event giving rise to the claim.
8.3 The Client must provide evidence in each case that the damage is attributable to the Contractor’s fault.
8.4 If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against such third parties in this context, the Contractor shall assign these claims to the Client. In this case, the Client shall primarily seek redress from these third parties.
9. Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain strict confidentiality regarding all business matters that come to its knowledge, in particular trade and business secrets, as well as any information it receives regarding the nature, scope of operations, and practical activities of the Client.
9.2 Furthermore, the Contractor undertakes to maintain confidentiality toward third parties regarding the entire scope of the services as well as all information and circumstances that have come to its knowledge in connection with the provision of the services, including, in particular, data pertaining to the Client’s clients.
9.3 The Contractor is released from the duty of confidentiality with respect to any assistants or agents it employs. However, the Contractor must fully impose this duty of confidentiality upon them and shall be liable for any breach of the confidentiality obligation by such persons as if it were a breach by the Contractor itself.
9.4 The duty of confidentiality shall remain in effect indefinitely even after the termination of this contractual relationship. Exceptions apply in cases where there are statutory obligations to testify.
9.5 Both contracting parties are independent data controllers within the meaning of data protection law. The Contractor guarantees compliance with the legal obligations applicable to it.
10. Fee
10.1 Upon completion of the agreed-upon service, the Contractor shall receive 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 issuance of an invoice by the Contractor.
10.2 The Contractor shall issue an invoice that qualifies for input tax deduction and contains all legally required details.
10.3 Any cash outlays, expenses, travel costs, etc., shall be reimbursed by the Client in addition to the Contractor’s invoice.
10.4 If the agreed-upon service is not performed for reasons attributable to the Client, or due to a justified early termination of the contractual relationship by the Contractor, the Contractor retains the right to payment of the full agreed-upon fee, less any expenses saved. If an hourly fee has been agreed upon, the fee shall be paid for the number of hours that would have been expected for the entire agreed-upon service, less any expenses saved. The expenses saved are agreed upon as a lump sum equal to 30 percent of the fee for those services that the Contractor has not yet rendered as of the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the Contractor shall be released from its obligation to provide further services. However, this shall not affect the assertion of any further claims resulting from the non-payment.
11. Electronic Invoicing
11.1 The Contractor is entitled to submit invoices to the Client in electronic form. The Client expressly agrees to the Contractor’s submission of invoices in electronic form.
12. Term of the Contract
12.1 This contract generally ends upon completion of the project.
12.2 Notwithstanding the foregoing, either party may terminate the contract at any time for good cause without notice. Good cause shall be deemed to exist, in particular,
– if a contracting party breaches material contractual obligations, or
– if a contracting party defaults on payment following the commencement of insolvency proceedings.
– if there are justified concerns regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been initiated, and this party, upon the contractor’s request, neither makes advance payments nor provides adequate security prior to the contractor’s performance, and the other contracting party was not aware of the poor financial circumstances at the time 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 Any amendments to this Contract and these General Terms and Conditions must be made in writing; the same applies to any waiver of this formal requirement. There are no oral side agreements.
13.3 This Contract is governed by Austrian substantive law, excluding the conflict-of-laws provisions of private international law. The place of performance is the location of the Contractor’s place of business. The court at the Contractor’s place of business shall have jurisdiction over any disputes.
13.4 In the event of disputes arising from this contract that cannot be resolved by mutual agreement, the contracting parties agree to engage registered mediators (ZivMediatG) to settle the dispute out of court. If no agreement can be reached regarding the selection of mediators or the substance of the matter, legal action shall be initiated no earlier than one month after the failure of the negotiations.
In the event that mediation fails to materialize or is terminated, Austrian law shall apply in any subsequent court proceedings.
All necessary expenses incurred as a result of prior mediation, in particular those for legal counsel engaged for that purpose, may be claimed as “pre-litigation costs” in court or arbitration proceedings, as agreed.
Legal Information:
Psychosocial counseling is a form of life counseling and, pursuant to § 19 of the Trade Regulation Act of 1994 (GewO 1994), Federal Law Gazette No. 194/1994, as amended by
Federal Law Gazette I No. 108/2022, only if the individual’s qualification for the trade of “life and
social counseling, excluding nutritional counseling and sports science counseling” is guaranteed. I am registered as a business operator with the Graz-Umgebung District Administration.
Definitions:
Psychosocial counseling refers to a professional form of counseling that provides clients with preventive and development-oriented support in various areas and phases of their lives, drawing on their personal resources, so that they can develop specific skills relevant to everyday life. With the increasing complexity of all areas of life and psychosocial aspects, counseling in the psychosocial field is becoming increasingly widespread (Wikipedia).
(Systemic) coaching refers to a counseling format designed to provide support with everyday issues related to personal life management in both professional and private spheres. The term “coaching” is used as an umbrella term for various settings (e.g., individual coaching, career coaching, team coaching, business coaching, project coaching). [ ] Systemic coaching is a counseling format. [ ] These foundational principles include systems theory, constructivism, second-order cybernetics, and synergetics.
In addition to references and personal recommendations, the coach’s training is one of the most important selection criteria (Wikipedia).