General Terms and Conditions
1. Basic terms / Scope
1.1 These General Terms and Conditions apply exclusively to all legal contracts between the client and the contractor Peter Skala. The applicable version is the respective version valid at the time of the contract signature.
1.2 These General Terms and Conditions also apply to any future contracts, as well as to any contract addenda, even if not specifically referred to.
1.3 Contradictory General Terms and Conditions from the client are invalid, unless explicitly accepted by the contractor Peter Skala in writing.
1.4 Individual terms of these General Terms and Conditions being or becoming invalid have no effect upon the validity of the remaining terms, or on contracts concluded on the basis of these. Invalid terms are to be replaced by valid terms which most closely match the purpose and commercial intent of the original terms.
2. Scope of consultancy / Delegation of tasks
2.1 The scope of a specific consultancy is regulated by contract on an individual basis.
2.2 The contractor Peter Skala is entitled to delegate some or part of the tasks assigned to him to third parties. Payment of such third parties is exclusively performed by the contractor Peter Skala himself. There will be no direct contractual relationship of any kind between the client and the third party, unless otherwise stipulated in writing.
2.3 The client covenants not to enter into any kind of business relationship during the contract, or within two years of its expiry, with individuals or companies used by Peter Skala to comply with his contractual duties. In particular, the client will not contract such individuals or companies with such or similar consultative tasks as those provided by the contractor Peter Skala.
3. Client’s duty of discourse / Statement of completeness
3.1 The client is obliged to provide organizational framework conditions in his offices to further the expedient completion of the consultancy agreement, providing, as far as possible, undisturbed working conditions for the contractor.
3.2 The client will also inform the contractor Peter Skala comprehensibly about prior or ongoing consultations – including such relating to other topical areas.
3.3 The client will ensure that the contractor Peter Skala will receive all documentation necessary for the implementation and completion of the consultancy in a timely manner without the need to place a specific request to this effect; furthermore, that he is informed about all occurrences and conditions relevant to the implementation of the consultancy. The same applies to all documents, occurrences and conditions only becoming known during the consultancy.
3.4 The client ensures that his staff and, if applicable, their legally stipulated representatives (staff association) are informed about the contractor Peter Skala’s activity prior to commencement.
4. Protection of independence
4.1 The contract partners are obliged to mutual loyalty.
4.2 The contract partners are mutually obliged to undertake all necessary measures required to prevent endangering the independence of the contracted third party and staff members of the contractor Peter Skala. This particularly applies to offers of employment by the client and/or accepting assignments on their own account.
5. Reporting / Obligation to report
5.1 The contractor Peter Skala covenants to provide progress reports about his work, the work of his staff and, if applicable, that of third parties to the client upon written request.
5.2 Should a final report have been agreed upon, it will be provided to the client within a reasonable period of time i.e., subject to the kind of consultancy, within two to four weeks after completion of the contract.
5.3 The contractor Peter Skala is not bound by directives in fulfilling the task on hand, but acts upon his own discretion and responsibility. He is not bound to any specific location or working hours.
6. Protection of intellectual property
6.1 The intellectual property rights of works created by the contractor Peter Skala, his staff or subcontracted third parties (in particular offers, reports, analyses, expertise, organizational plans, programmes, KPIs, strategic concepts, drafts, calculations, presentations, drawings, data media etc.) remain with the contractor Peter Skala. They may exclusively be used by the client for the purposes specified in the contract during and after the expiration of the contract. The client is thus not entitled to copy and/or to distribute the work(s) without express permission by the contractor Peter Skala. The contractor Peter Skala shall under no circumstances be held accountable – in particular for the correctness of the work(s) – towards third parties through any unauthorized duplication/distribution of the work(s).
6.2 A breach of these conditions by the client entitles the contractor Peter Skala to terminate the contract with immediate effect and to seek legal compensation, especially a cease and desist order and/or compensation for damages.
7.1 Regardless of fault, the contractor Peter Skala is entitled and obliged to rectify incorrect or faulty output upon identification. The client must be informed immediately of any such occurrences.
7.2 The client’s right to this warranty expires six months after completion of the respective contracted services.
8. Liability / Damages
8.1 The contractor Peter Skala is only liable to the client for damages caused by intentional and/or gross negligence – with the exception of damages to persons or property. This analogously also applies to damages related to third parties in his service. The liability of the contractor for all consequential losses is excluded in any case.
8.2 The client’s right to submit claims for compensation to a court of law is limited to a period of within six months of recognizing the damage and the tortfeasor, but must be made at the latest within one year subsequent to the occurrence giving rise to the claim.
8.3 The client is obliged to adduce evidence that the damage has been caused by the contractor.
8.4 In the case of the contractor Peter Skala utilizing the services of third parties for the completion of the contracted services, and liability/damage claims arise in this context, the contractor Peter Skala waives these claims to the client. In such a case the client will prioritize claims against these third parties.
9. Confidentiality / Data protection
9.1 The contractor Peter Skala covenants to maintain strict confidentiality about all business information received, especially company and business secrets, as well as all information about kind, scope and activity of the client.
9.2 Furthermore, the contractor Peter Skala covenants to maintain strict confidentiality towards third parties about the entire content of his work, in addition to all information and all circumstances that have been disclosed to him in the course of his work, especially about the client’s customer data.
9.3 The contractor Peter Skala is released from the covenant of confidentiality towards potential assistants and third parties used by him for the purpose of fulfilling the service contract. The contractor Peter Skala is not liable for any breach of confidentiality by such parties.
9.4 The duty to maintain confidentiality is retained indefinitely beyond the expiry of the contractual relationship. Legal obligations to testify are exempt from this rule.
9.5 The contractor Peter Skala is entitled to process person related data entrusted to him within the context of the service contract. The client is obliged to ensure the contractor that all necessary provisions, especially those relating to the data protection law such as the declaration of consent by those involved, have been met.
10.1 After completion of the contracted work the contractor Peter Skala will receive a fee as agreed between him and the client. The contractor Peter Skala is entitled to place interim invoices according to work progress, and to demand advance payments in accordance with the respective progress. The fee is due for payment by the client immediately upon receipt of the invoice.
10.2 The contractor Peter Skala will issue an invoice for input tax deduction in accordance with all legal requirements.
10.3 Incidentals such as cash payments, DSAs, travel costs etc. are to be reimbursed in addition upon invoicing.
10.4 Should the agreed upon works remain uncompleted for reasons bearing on the client’s responsibility, or due to a premature, justified termination of the contractual relationship by the contractor Peter Skala, the contractor retains a claim for payment of the entire contract fee less any savings caused by the non-completion of the contract.
Should an hourly fee have been agreed upon, the fee for the expected number of hours required for the completion of the works, less any savings caused by the non-completion of the contract, is due. The savings are set to be calculated as a 40% lump sum of the fee for the services not yet performed by the contractor at the time of cancellation of the contract.
10.5 In the case of payment default of interim invoices, the contractor Peter Skala is released from his obligation to perform further work. This does not affect his right to assert further claims resulting from the payment default.
11. Electronic invoicing
11.1 The contractor Peter Skala is additionally entitled to provide electronic invoices to the client. The client expressly agrees to receive electronic invoices from the contractor Peter Skala.
12. Duration of contract
12.1 The contract expires upon closure of the project.
12.2 Regardless of the above, the contract may be terminated for important reasons by both parties with immediate effect. Important reasons specifically apply when:
- one party to the contract violates essential contract obligations or
- one party to the contract is in payment default.
- If justified doubts about the solvency of a contract party exist and this party neither renders advance payments upon demand by the contractor nor provides sufficient security prior to the commencement of work
13. Final provisions
13.1 The contract parties confirm having made all statements in the contract in a diligent and truthful manner and oblige themselves to immediately notify the respective partner of any changes.
13.2 Amendments to the contract and these General terms and Conditions are only valid in writing; the same applies to changes to this requirement. There are no verbal agreements in place.
13.3 The contract is subject to substantive Austrian law excluding reference provisions to private international law (conflict of laws). Place of performance and jurisdiction for both parties is Vienna, and the location of the contractor is Peter Skala’s office. The competent court for disputes is the Vienna court. In case of disputes the German language version of the General Terms and Conditions (AGB) is the valid version.
13.4. Peter Skala reserves the right to amend these General Terms and Conditions at any time. In case of such an amendment, the valid version at the time also applies to jobs (work orders, assignments) which have been awarded but not yet (entirely) completed at the time of amendment.
The respective version of the valid General Terms and Conditions is always available at the homepage of querdenke.com