General Terms and Conditions

Heinrich Böhm e.U., Kellerberggasse 9 Haus 9, A-1230 Vienna

1. General principles / Scope
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant) – hereinafter referred to as the contractor. The version valid at the time of conclusion of the contract shall be decisive.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if this is not expressly stated in supplementary agreements.
1.3 Any conflicting general terms and conditions of the client shall be invalid unless expressly accepted 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 and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and economic purpose.

2. Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment shall be agreed upon in each individual case.
2.2 The contractor is entitled to have the tasks incumbent upon him/her performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the contractor himself/herself. No direct contractual relationship of any kind shall arise between the third party and the client.
2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies used by the contractor to fulfill its contractual obligations during and for a period of three years after the termination of this contractual relationship. In particular, the client shall not commission these persons and companies to provide consulting services that are the same or similar to those offered by the contractor.

3. Client's duty to provide information / Declaration of completeness
3.1 The client shall ensure that the organizational conditions at its place of business allow for the consulting assignment to be carried out with as little disruption as possible and in a manner conducive to the rapid progress of the consulting process.
3.2 The client shall also provide the contractor with comprehensive information about any previous and/or ongoing consulting services, including in other specialist areas.
3.3 The client shall ensure that the contractor is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without the contractor's specific request, and that the contractor is informed of all processes and circumstances that are relevant to the execution of the consulting assignment. This also applies to all documents, processes, and circumstances that only become known during the consultant's work.
3.4 The client shall ensure that their employees and the legally required and, if applicable, established employee representation (works council) are informed by the contractor before the contractor begins their work.

4. Ensuring independence
4.1 The contracting parties undertake to maintain mutual loyalty.
4.2 The contracting parties undertake to take all appropriate precautions to prevent any threat to the independence of the commissioned third parties and employees of the contractor. This applies in particular to offers made by the client for employment or the acceptance of orders on their own account.

5. Reporting / Reporting obligation
5.1 The contractor undertakes to report to the client on his/her work, that of his/her employees and, if applicable, that of commissioned third parties 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, depending on the nature and scope of the consulting assignment, after completion of the assignment.
5.3 The contractor is not bound by any instructions in the production of the agreed work, acts at his/her own discretion and on his/her own responsibility. He/she is not bound to any specific place of work or working hours.

6. Protection of intellectual property
6.1 The copyrights to the work created by the contractor and his/her employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with the contractor. They may be used by the client during and after the termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances shall the contractor be liable to third parties for unauthorized reproduction/distribution of the work, in particular for the accuracy of the work.
6.2 Any violation 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 Regardless of fault, the contractor is entitled and obligated to remedy any inaccuracies and defects in their work that become known within the scope of the statutory warranty. They shall inform the client of this immediately.
7.2 This claim of the client shall expire six months after the respective service has been rendered.

8. Liability / Damages
8.1 The contractor shall be liable to the client for damages – except for personal injury – only in cases of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages attributable to third parties engaged by the contractor.
8.2 Claims for damages by the client can only be asserted in court 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 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 these third parties in this context, the contractor shall assign these claims to the client. In this case, the client shall primarily hold these third parties liable.

9. Confidentiality / Data protection
9.1 The contractor undertakes to maintain absolute confidentiality regarding all business matters that come to his/her knowledge, in particular business and trade secrets and any information he/she receives about the nature, scope of operations, and practical activities of the client.
9.2 Furthermore, the contractor undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to his/her knowledge in connection with the creation of the work, in particular also regarding the data of the client's customers.
9.3 The contractor is released from the duty of confidentiality towards any assistants and representatives he/she employs. However, he/she must transfer the duty of confidentiality to them in full and is liable for their breach of the confidentiality obligation as for his/her own breach.
9.4 The duty of confidentiality shall continue indefinitely beyond the end of this contractual relationship. Exceptions shall apply in the case of statutory obligations to disclose information.
9.5 The contractor shall be entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The client guarantees the contractor 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 from the persons concerned.

10. Fee
10.1 Upon completion of the agreed work, 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 in accordance with the progress of the work and to demand advance payments corresponding to the respective progress. The fee is due upon invoicing by the contractor.
10.2 The contractor shall issue an invoice entitling the client to deduct input tax, containing all the information required by law.
10.3 Any cash expenses, expenses, travel costs, etc. incurred shall be reimbursed by the client in addition to the contractor's invoice.
10.4 If the agreed work is not performed for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor shall retain the right to payment of the entire agreed fee less any expenses saved. In the case of an hourly fee agreement, the fee for the number of hours that would have been expected for the entire agreed work shall be paid, less any expenses saved. The expenses saved shall be agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet rendered by 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 his/her obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic invoicing
11.1 The contractor is entitled to send invoices to the client in electronic form. The client expressly agrees to the contractor sending invoices in electronic form.

12. Term of the contract
12.1 This contract generally ends with the completion of the project and the corresponding invoicing.
12.2 Notwithstanding this, the contract may be terminated at any time by either party for good cause without observing a notice period. Good cause shall be deemed to exist in particular
• if one of the contracting parties breaches essential contractual obligations, or
• if one of the contracting parties defaults on payment after the opening of insolvency proceedings, or
• if there are justified concerns about the creditworthiness of a contracting party against whom no insolvency proceedings have been opened and who, at the request of the contractor, neither makes advance payments nor provides suitable security prior to the contractor's performance, and the poor financial circumstances of the other contracting party were not known at the time the contract was concluded.

13. Final provisions
13.1 The contracting parties confirm that all information in the contract has been provided conscientiously and truthfully and undertake to notify each other immediately of any changes.
13.2 Amendments to the 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 verbal side agreements.
13.3 This contract is governed by Austrian substantive law, excluding the referral provisions of international private law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of business of the contractor. The court at the contractor's place of business shall have jurisdiction over any disputes.

The Professional Association of Management Consulting, Accounting, and Information Technology recommends the following mediation clause as a business-friendly means of dispute resolution:
(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree to consult registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for out-of-court settlement of the conflict. If no agreement can be reached on the selection of the business mediators or on the content, legal action shall be initiated at the earliest one month after the failure of the negotiations.
(2) In the event of mediation not taking place or being discontinued, Austrian law shall apply in any legal proceedings that may be initiated.

All necessary expenses incurred as a result of prior mediation, in particular those for legal advisors, may be claimed as “pre-trial costs” in court or arbitration proceedings as agreed.

Sincerely, Heinrich Böhm
August 8, 2025