Condiciones generales de
contrato en Ingles
1. General
Terms and Conditions / Scope
1.1 All legal transactions between the Principal and
the Agent (Stefan Fritz Empowerment e.U.) shall be
subject to these General Terms and Conditions
exclusively. The version valid at the time the
Contract is concluded shall be applicable.
1.2 These General Terms and Conditions shall also
apply to any future contractual relationships even if
these General Terms and Conditions are not expressly
referred to in such future contracts.
1.3 Any conflicting General Terms and Conditions on
the part of the Principal shall be invalid unless they
have been explicitly accepted in writing by the Agent.
1.4 If any provision of these General Terms and
Conditions is or becomes invalid, the other provisions
and any contracts concluded pursuant to these
provisions shall not be affected thereby. The invalid
provision shall be replaced by a provision which best
corresponds to the intention and economic purpose of
the invalid provision.
2. Scope
of Consulting Assignments / Representation
2.1 The scope of each particular consulting assignment
shall be individually agreed by contract.
2.2 The Agent shall be entitled to subcontract, in
whole or in part, the services for which the Agent is
responsible to third parties. Payment of said third
parties shall be effected exclusively by the Agent. No
contractual relationship of any kind shall exist
between the Principal and said third party.
2.3 During the validity of this Contract and for a
period of three years after termination thereof, the
Principal shall agree not to enter into any kind of
business transactions with persons or organisations
the Agent employs to perform the Agent’s contractual
duties. In particular, the Principal shall not employ
said persons or organisations to render consulting
services the same or similar to those offered by the
Agent.
3. Principal’s Obligation to
Provide Information / Declaration of Completeness
3.1 The Principal shall ensure that during the
performance of the consulting assignment,
organisational conditions in the Principal’s place of
business allow the consulting process to proceed in a
timely and undisturbed manner.
3.2 The Principal shall also inform the Agent in
detail about previously conducted and/or currently
active consulting projects, including those in other
areas of competency.
3.3 The Principal shall, in a timely manner and
without special request on the part of the Agent,
provide the Agent with all documents necessary to
fulfil and perform the consulting assignment and shall
inform the Agent of all activities and conditions
pertinent to the performance of the consulting
assignment. This includes all documents, activities
and conditions that become known or available during
the performance of the consulting assignment.
3.4 The Principal shall ensure that all relevant
employees as well as any employee representation
(works council) provided by law, if established, are
informed of the Agent’s consulting activities prior to
the commencement of the assignment.
4. Maintenance of
Independence
4.1 The contracting parties shall be committed to
mutual loyalty.
4.2 The contracting parties shall be obligated to take
all necessary measures to ensure that the independence
of all persons working for the Agent and/or of any
third parties employed by the Agent is not
jeopardized. This applies particularly to any
employment offers made by the Principal or the
acceptance of assignments on their own account.
5. Reporting /
Obligation to Report
5.1 The Agent shall be obligated to report to the
Principal on the progress of services performed by
persons working for the Agent and/or any third parties
employed by the Agent at the agreed intervals or
milestones.
5.2 The Agent shall deliver the final report in a
timely manner, i.e. depending on the type of
assignment, two to four weeks after completion of the
assignment.
5.3 The Agent shall not be bound by directives while
performing the agreed service and shall be free to act
at the Agent’s discretion and under the Agent’s own
responsibility. The Agent shall not be required to
work in a particular place or to keep particular
working hours.
6. Protection of
Intellectual Property
6.1 The Agent shall retain all copyrights to any work
done by the Agent and/or by persons working for the
Agent and/or by third parties employed by the Agent
(including but not limited to tenders, reports,
analyses, expert opinions, organization charts,
programmes, performance descriptions, drafts,
calculations, drawings, data media, etc.). During the
contract period and after termination thereof, the
Principal may use these materials exclusively for the
purposes described under the Contract. Therefore, the
Principal shall not be entitled to copy or distribute
these materials without the explicit consent of the
Agent.
6.2 Any violation of this provision by the Principal
shall entitle the Agent to prematurely terminate the
Contract and to enforce other legal claims, in
particular for restraint and/or damages.
7. Warranties
7.1 The Agent shall be entitled and obligated,
regardless of fault, to correct any errors and/or
inaccuracies in the Agent’s work which have become
known subsequently. The Agent shall immediately inform
the Principal thereof.
7.2 This right of the Principal expires six months
after completion of the respective service.
8. Liability /
Damages
8.1 The Agent shall be liable to the Principal for
damages - with the exception of personal injury – only
to the extent that these are the result of serious
fault (intention or gross negligence).
Correspondingly, this also applies to damages
resulting from third parties employed by the Agent.
8.2 Any claim for damages on the part of the Principal
may only be enforced by law within six months after
those entitled to assert a claim have gained knowledge
of the damage and the liable party, but not later than
three years after the incident upon which the claim is
based.
8.3 The Principal shall furnish evidence of the
Agent’s fault.
8.4 If the Agent performs the required services with
the help of third parties, any warranty claims and
claims for damages which arise against the third party
shall be passed on to the Principal. In this case, the
Principal shall primarily refer to the third party.
9. Confidentiality /
Data Protection
9.1 The Agent shall be obligated to maintain complete
confidentiality concerning all business matters made
known to the Agent in the course of services
performed, especially trade and company secrets and
any other information concerning type and/or scope of
business and/or practical activities of the Principal.
9.2 Furthermore, the Agent shall be obligated to
maintain complete confidentiality towards third
parties concerning the content of the work completed,
as well as any information and conditions that
contributed to the completion of the work,
particularly concerning data on the Principal’s
clients.
9.3 The Agent shall not be obligated to maintain
confidentiality towards any person working for the
Agent or representatives of the Agent. The Agent is
required to obligate such persons to maintain complete
confidentiality and shall be liable for any violation
of confidentiality on their part in the same way as if
the Agent had breached confidentiality.
9.4 The obligation to maintain confidentiality shall
persist indefinitely even after termination of this
Contract.
9.5 The Agent shall be entitled to use any personal
data entrusted to the Agent for the purposes of the
services performed. The Agent shall guarantee the
Principal that all necessary measures will be taken,
especially those regarding data protection laws, e.g.
that declarations of consent are obtained from the
persons involved.
10. Remuneration
10.1 After completion of the services agreed upon, the
Agent shall receive remuneration agreed upon in
advance between the Agent and the Principal. The Agent
shall be entitled to render intermediate invoices and
to demand payment at agreed intervals or milestones.
Remuneration shall be due and payable immediately
after rendering invoices by the Agent.
10.2 The Agent shall render invoices containing all
elements required by law.
10.3 Any cash expenditures, expenses, travel expenses,
etc. shall be reimbursed to the Agent by the Principal
separately, upon submission of the appropriate
receipts.
10.4 In the event that the work agreed upon is not
completed due to reasons on the part of the Principal,
or due to a premature termination of contract by the
Agent for cause, the Agent shall be entitled to claim
payment in full of the remuneration agreed upon in
advance, less expenses not incurred. In the event that
an hourly fee had been agreed upon, the Principal
shall pay for the number of hours expected to be
required for the entire contracted assignment, less
expenses not incurred. Expenses not incurred shall be
calculated as a lump sum consisting of 30 % of the fee
required for those services that the Agent did not
perform by the date of termination of the agreement.
10.5 In the event that intermediate invoices are not
paid, the Agent shall be released from the Agent’s
commitment to provide further services. This shall not
apply to any further claims resulting from default of
payment.
11. Electronic
Invoicing
11.1 The Agent shall be entitled to transmit invoices
electronically. The Principal agrees explicitly to
accept invoices transmitted electronically by the
Agent.
12. Duration of the
Agreement
12.1 This Contract terminates with the completion of
the project.
12.2 Apart from this, this Contract may be terminated
for good cause by either party at any time without
notice. Grounds for premature termination include the
following: - one party breaches major provisions of
the Contract - one party opens insolvency proceedings
or the petition for bankruptcy is denied because of
insufficient assets to cover expenses.
13. Final Provisions
13.1 The contracting parties declare that all
information contained herein is accurate and made in
good conscience. They shall be mutually obligated to
immediately inform the other party of any changes.
13.2 Modifications of and amendments to this Contract or
these General Terms and Conditions shall be made in
writing. This shall also apply to a waiver of this
requirement in written form.
13.3 This Contract is governed by the substantive law of
the Republic of Austria excluding the conflict-of-law
rules of international private law. Place of fulfilment
is the registered business establishment of the Agent
(Vienna). Jurisdiction in all disputes is the court in
the place where the Agent (Vienna) is based.
|
|
|