Imprint & GTCs

1 General Principles / Scope of Application

1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Principal and the Agent (Management Consultant). The version valid at the time of conclusion of the contract shall be authoritative in each case.

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

1.3 Any General Terms and Conditions of Business of the Principal to the contrary shall be invalid unless expressly acknowledged in writing by the Agent (Management Consultant).

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 which comes as close as possible to its meaning and economic purpose.

2 Scope of the Consulting Contract / Substitution

 2.1 The Agent (Management Consultant) shall provide the consulting services within the framework of the generally recognized professional principles and rules of professional conduct. He shall render the consulting services with due care, but shall not owe the achievement of a specific result. The scope of a specific consulting assignment shall be contractually agreed in each individual case.

2.2 The Agent (Management Consultant) shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Agent (Management Consultant) itself. No direct contractual relationship whatsoever shall arise between the third party and the Principal.

2.3 The Principal undertakes not to enter into any business relationship whatsoever with persons or companies used by the Agent (Management Consultant) for the performance of its contractual obligations, neither during nor for a period of three years after the termination of this contractual relationship. In particular, the Principal shall not commission such persons or companies with such or similar consulting services that are also offered by the Agent (Management Consultant).

3 Duty of the Principal to Provide Information / Declaration of Completeness

3.1 The Principal shall ensure that all documents required for the performance and execution of the consulting assignment are submitted to the Agent (Management Consultant) in a timely manner, even without the Agent’s specific request, and that the Agent is informed of all events and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the Consultant’s activities. The Agent (Management Consultant) shall be authorized to rely, without verification or investigation, on any information obtained (a) from the Principal or any of its affiliates, or (b) from generally accepted or mutually agreed sources.

4. Assurance of independence

4.1 The contracting parties mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of the contractor (management consultant) from being jeopardized. This shall apply in particular to offers made by the client for employment or the acceptance of orders on its own account.

5 Reporting / Duty to Report

5.1 The Agent (Management Consultant) shall be free from instructions in the production of the agreed work, shall act at his own discretion and on his own responsibility. He shall not be bound to any particular place of work or to any particular working hours.

6 Protection of intellectual property

6.1 The copyrights to the works created by the Agent (Management Consultant) and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with the Agent (Management Consultant). 

They may be used by the Principal during and after termination of the contractual relationship exclusively for purposes covered by the contract. 

In particular, the Principal may not make available to third parties any information provided to him by the Agent regarding the performance of the Employee.

However, upon payment of the fee, the Client shall receive a license to use the work for its own agreed purposes in (a) works made available to the Client as agreed, and (b) works created for the Client as agreed. The transfer of work results to third parties against payment or free of charge shall require the written consent of the Contractor (Management Consultant). 

In this respect, the Principal shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Agent (Management Consultant). Under no circumstances shall an unauthorized reproduction/dissemination of the Work give rise to any liability on the part of the Agent (Management Consultant) – in particular, for example, for the correctness of the Work – vis-à-vis third parties.

6.2 Any violation of these provisions by the Principal shall entitle the Agent (Management Consultant) to immediately terminate the contractual relationship prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.

7 Warranty

7.1 The Agent (Management Consultant) shall be entitled and obligated to remedy any inaccuracies or defects in its services that become known. The Agent shall notify the Principal thereof without delay.

7.2 This right of the Principal shall expire 1 month after the respective service has been rendered.

8 Liability / Compensation

8.1 The Agent (Management Consultant) shall be liable to the Principal for damages – except for personal injury – only in the event of gross negligence (intent or gross negligence). Liability for slight negligence shall thus be excluded to the extent permitted by law. This shall also apply mutatis mutandis to damages attributable to third parties engaged by the Contractor.

8.2 Cap on liability. To the extent permitted by law, the Agent’s liability arising out of or in connection with an engagement is limited in amount to the net fee agreed for the engagement that caused the damage. This cap applies, to the extent permitted by law, also to damage caused by gross negligence. It does not apply in the case of intentional infliction of damage, personal injury, or where a limitation of liability is impermissible under mandatory law.

8.3 Series of losses. Several losses or claims based on the same act, the same omission or the same connected event count as a single occurrence for the purposes of the liability cap.

8.4 Excluded heads of loss. To the extent permitted by law, the Agent is not liable for loss of profit, lost business opportunities, indirect damage, pure consequential financial loss, damage to reputation or image, nor for contractual penalties, liquidated damages or other payment obligations that the Principal has assumed towards third parties. This does not apply where the Agent has expressly assumed the risk concerned in writing in the individual case, or where mandatory law provides otherwise.

8.5 No cumulation. The limitations of liability in this clause apply to all claims arising out of or in connection with the contractual relationship irrespective of their legal basis, in particular to contractual, pre-contractual and tortious claims, unless mandatory law provides otherwise.

8.6 Persons entitled to claim. The Agent’s services are rendered exclusively for the Principal and for the purpose agreed in the respective engagement. Unless mandatory law provides otherwise, they create no contractual claims of third parties and no protective effect in favour of third parties. Passing work results on to third parties does not extend the circle of persons entitled to claim. The Agent accepts no liability for damage that does not occur to the Principal itself but exclusively to a third party, unless mandatory law provides otherwise.

8.7 Claims for damages against the Agent must be asserted in court within six months of becoming aware of the damage and the party causing it, failing which the claim is forfeited, and in any event within three years of the event giving rise to the damage, unless mandatory statutory provisions provide for a longer period.

8.8 The Principal must in each case prove that the damage is attributable to fault on the part of the Agent.

8.9 If the Agent (Management Consultant) performs the work with the assistance of third parties and if warranty and/or liability claims arise against such third parties in this context, the Agent (Management Consultant) shall assign such claims to the Principal to the extent they are assignable. In this case, the Principal shall give priority to these third parties. In selecting external technology and service providers, the Agent takes into account in particular their contractual provisions on confidentiality, data use, data protection, information security and liability. The Agent is under no obligation to conclude with such providers individual liability or indemnity arrangements departing from their standard terms.

8.10 With regard to claims asserted against the Agent (Management Consultant) in connection with acts or omissions based on the Principal’s instructions, the Principal shall indemnify and hold the Agent harmless. The Principal shall further indemnify and hold the Agent harmless in respect of justified third-party claims to the extent that these are based on content, documents, data or instructions provided by the Principal infringing third-party rights or on the processing thereof being unlawful, and to the extent that the Agent is not itself responsible for the circumstance giving rise to the claim. Mandatory statutory liability provisions, in particular the rights of data subjects under Art. 82 GDPR, remain unaffected. As between the parties, damage is borne in accordance with their respective share of responsibility. Administrative fines and other public-law sanctions are borne in principle by the party against which they are imposed; rights of recourse permitted by law remain unaffected.

8.11 Mitigation. The Principal shall notify the Agent without delay of any imminent or actual damage and shall take all measures reasonable for it to avoid and mitigate the damage. Disadvantages resulting from a culpable breach of this obligation are borne by the Principal.

 9 Secrecy / Data Protection

 9.1 The Agent (Management Consultant) shall be obligated to maintain absolute secrecy with regard to all business matters of which it becomes aware, in particular business and trade secrets, as well as any information that it receives about the type, scope of operation and practical activities of the Principal.

9.2 Furthermore, the Agent (Management Consultant) undertakes to maintain secrecy vis-à-vis third parties with regard to the entire content of the Work as well as all information and circumstances received in connection with the preparation of the Work, in particular also with regard to the data of the Principal’s clients.

9.3 The Agent (Management Consultant) shall be released from the duty of confidentiality vis-à-vis assistants, employees and other persons whom he uses to perform the contract, to the extent that their involvement is necessary for rendering the services. The Agent shall select such persons carefully and shall bind them to confidentiality to an extent corresponding to clause 9. The Agent shall be liable for their conduct in accordance with clause 8.

9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally stipulated obligations to testify.

9.5 The Agent (Management Consultant) shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Principal shall warrant to the Agent that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the persons concerned.

10 Fee

10.1 Unless otherwise agreed, the contractor (Management Consultant) shall receive a fee upon completion of the agreed work in accordance with the agreement between the client and the contractor (management consultant). The contractor (Management Consultant) shall be entitled to issue interim invoices in accordance with the progress of the work and to demand advance payments corresponding to the respective progress. The fee shall be due upon invoicing by the contractor. All costs of payment, such as bank charges, shall be borne by the client. 

10.2 The Agent (Management Consultant) shall issue an invoice with all legally required features entitling the Agent to deduct input tax.

10.3 Any cash expenses, out-of-pocket expenses, travel expenses, etc. shall be reimbursed by the Principal upon presentation of an invoice by the Agent (Management Consultant).

10.4 If the agreed work is not performed for reasons attributable to the Principal or due to justified premature termination of the contractual relationship by the Agent (Management Consultant), the Agent (Management Consultant) shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee has been 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 saved expenses are agreed as a lump sum of 30 percent of the fee for those services which the Contractor has not yet performed by the day of termination of the contractual relationship.

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

10.6 The Principal shall not be entitled to withhold payments on account of alleged claims or to offset them with alleged counterclaims against claims of the Agent (Management Consultant). This shall not apply to claims in connection with the agreements on the provision of consulting services that have been acknowledged or established by a court of law.

11 Electronic Invoicing

11.1 The Agent (Management Consultant) shall be entitled to send invoices to the Principal also in electronic form. The Principal expressly agrees to the sending of invoices in electronic form by the Agent (Management Consultant).

12 Duration of the Contract

12.1 The duration of the consulting service shall be determined by the offer.

12.2 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 contractual partner violates essential contractual obligations or

– if a contractual partner defaults on payment after insolvency proceedings have been opened.

– if there are justified doubts regarding the creditworthiness of a contractual partner in respect of whom insolvency proceedings have not been opened and the contractual partner, at the request of the Contractor, neither makes advance payments nor provides suitable security prior to performance by the Contractor and the poor financial circumstances were not known to the other contractual partner at the time of conclusion of the contract.

 13. Provision of services to other clients

Subject to the confidentiality obligation agreed in these General Terms and Conditions, the Agent (Management Consultant) shall not be prevented or otherwise restricted from rendering services (including services identical with or similar to the Services) to other Clients, or from using or disclosing to third parties knowledge, experience or skills acquired in the course of rendering the Services, even if the interests of third party Clients may be in competition with the interests of the Client.

14. Working time for submissions for law firm rankings

The delivery of submission drafts created or texted by Law Business typically takes 1-3 working days. The checking of submissions typically takes 1-2 working days.

15. Rules for package offers

Package offers that are made per area of law only apply to one area of law. It is not possible, for example, to use an unused word count from one area of law as a remaining service component for another area of law. Failure to comply with flat-rate parameters will result in an additional charge of EUR 200 per hour.

16. Reference clause

The Contractor shall have the right to refer to the fact of the business relationship with the Customer by means of a reference on its website and/or other marketing/business documents, and shall be entitled to use the Customer’s logo in doing so. This right shall continue to exist after termination of the contractual relationship.

17 Use of AI-Supported Systems

17.1 The Agent (Management Consultant) is entitled to use artificial intelligence systems (in particular generative language, analysis and research models) as supporting tools when rendering its services, provided that the applicable statutory, contractual and professional requirements are observed. There is no claim to public disclosure of the products or product versions used. Where a provider is engaged as a sub-processor within the meaning of Art. 28 GDPR, the Principal shall receive the legally required information on that provider’s identity and processing activity in accordance with the data processing agreement.

17.2 For the processing of the Principal’s data, the Agent uses exclusively accounts, services or access channels intended for business use whose applicable contractual terms meet the requirements of this clause. Free consumer or trial offerings are not used for this purpose.

17.3 No training on the Principal’s data. For the processing of the Principal’s data, the Agent uses only AI services under whose contractual terms applicable to the Agent inputs and outputs may not be used to train or improve the models of the provider or of any third party. The Agent verifies this condition when selecting the service and upon material changes to its terms.

17.4 Status of the providers. Providers of AI-supported systems may qualify both as vicarious agents within the meaning of § 1313a of the Austrian Civil Code and, where they process personal data on behalf of the Agent, as sub-processors within the meaning of Art. 28 GDPR. Clause 8 governs the Agent’s civil liability.

17.5 Confidentiality and data protection. The obligations under clause 9 apply without restriction to the use of AI-supported systems. The Agent selects the providers carefully and ensures appropriate confidentiality and data protection obligations by way of the contractual arrangements applicable with the respective provider. The Principal grants the Agent general written authorisation to engage further processors; the Agent shall inform the Principal within a reasonable period before the intended engagement or replacement of a sub-processor, and the Principal may object on substantiated data protection grounds. Transfers to third countries take place only in compliance with the requirements of Chapter V GDPR. Mandatory data protection liability provisions, in particular Art. 28(4) and Art. 82 GDPR, remain unaffected.

17.6 Data minimisation. Only such personal data are transmitted to AI-supported systems as are necessary for the respective work step. Where possible without impairing the purpose of the engagement, data are reduced, pseudonymised or stripped of unnecessary identifiers before transmission.

17.7 Relationship to services, warranty and liability. The use of AI-supported systems does not alter the scope of services under clause 2, the warranty under clause 7 or the liability under clause 8, and neither extends nor limits them.

17.8 Rights in the work result. The use of AI-supported tools does not affect the rights of use in the work result owed, as governed by clause 6. No assurance beyond this is given as to the existence of copyright protection in individual elements.

17.9 Technical markings. Content generated by AI-supported systems may contain provider-side, machine-readable markings imperceptible to humans (such as watermarks or metadata), which may survive copying and further processing. The Agent has no influence over the existence or design of such markings.

17.10 Professional secrets and particular restrictions. The Agent is aware that documents transmitted to it by law firms may contain information subject to attorney confidentiality obligations. The Agent takes this into account in the selection, configuration and use of AI-supported systems and takes appropriate contractual, technical and organisational measures to protect confidentiality. Before processing, the Principal shall inform the Agent of any further particular restrictions that are not apparent to the Agent, in particular individual non-disclosure agreements, express prohibitions on processing by external service providers, or specific requirements as to storage or processing locations. The Principal warrants that the processing of the transmitted data by the Agent in accordance with the agreed purposes is legally permissible and that it is entitled to issue the necessary instructions.

17.11 Right to object. The Principal may object in writing at any time to the use of AI-supported systems for its engagements. The objection takes effect for services commenced after its receipt. The Agent shall inform the Principal without delay of the resulting effects on the scope of services, deadlines and fees. Where the services can be rendered without the use of AI only with substantially increased effort or not within the agreed deadlines (clause 14), the Agent shall not be obliged to commence or continue the affected part of the services until an agreement on the necessary adjustment has been reached.

17.12 Precedence of the data processing agreement. Where personal data are processed on behalf of the Principal, the provisions of the data processing agreement concluded between the parties take precedence over the provisions of this clause. Mandatory data protection provisions remain unaffected.

18 Final Provisions

18.1 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.

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

18.3 This contract shall be governed by Austrian substantive law, excluding the conflict of law rules of private international law. The place of performance shall be the place of the Contractor’s (Management Consultant’s) professional establishment / Vienna. The court at the Contractor’s (Management Consultant’s) place of business / Vienna shall be responsible for disputes.

Please note that this is a translation from the German original. In case of doubt, the German version at Impressum & AGB | Law Business shall prevail.