General Terms and Conditions for Management Consulting
1 General Principles / Scope of Application
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the client and TRAIL ANGELS GMBH. 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 not expressly referred to in additional contracts.

1.3 Conflicting General Terms and Conditions of the client shall be invalid unless expressly acknowledged in writing by TRAIL ANGELS GMBH.

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 Order / Substitution
2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.

2.2 TRAIL ANGELS GMBH is 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 TRAIL ANGELS GMBH itself. No direct contractual relationship whatsoever shall arise between the third party and the client.

2.3 The client undertakes not to enter into any business relationship whatsoever with persons or companies used by TRAIL ANGELS GMBH for the performance of its contractual obligations during or up to three years after termination of this contractual relationship. In particular, the client shall not commission such persons and companies with such or similar consulting services which are also offered by TRAIL ANGELS GMBH.

3. duty of the client to inform / declaration of completeness
3.1 The client shall ensure that the organizational framework conditions for the performance of the consulting assignment at its place of business allow for undisturbed work conducive to the rapid progress of the consulting process.

3.2 The client shall also inform TRAIL ANGELS GMBH comprehensively about previously performed and/or ongoing consulting – also in other specialist areas.

3.3 The client shall ensure that TRAIL ANGELS GMBH is provided in a timely manner with all documents necessary for the performance and execution of the consulting assignment, even without the client’s special request, and that TRAIL ANGELS GMBH is informed of all processes 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 work of the Consultant.

3.4 The client shall ensure that its employees and the employee representation (works council) provided for by law and established, if any, are informed by TRAIL ANGELS GMBH prior to the commencement of its activities.

4 Securing Independence
4.1 The contractual partners commit themselves to mutual loyalty.

4.2 The contracting parties mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of TRAIL ANGELS GMBH from being jeopardized. This applies in particular to offers of the client for employment or the assumption of orders on own account.

5 Reporting / Duty to Report
5.1 TRAIL ANGELS GMBH undertakes to report to the client on its work, that of its employees and, if applicable, that of commissioned third parties in accordance with the progress of work.

5.2 The client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment after completion of the assignment.

5.3 TRAIL ANGELS GMBH shall be free of instructions in the production of the agreed work and shall act at its own discretion and on its own responsibility. TRAIL ANGELS GMBH is not bound to a certain place of work and a certain working time.

6. protection of intellectual property
6.1 The copyrights to the works created by TRAIL ANGELS GMBH and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organization charts, programs, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with TRAIL ANGELS GMBH. They may be used by the client during and after 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 TRAIL ANGELS GMBH. Under no circumstances shall any liability of TRAIL ANGELS GMBH – in particular, for example, for the correctness of the Work – arise towards third parties as a result of unauthorized duplication/dissemination of the Work.

6.2 The client’s violation of these provisions entitles TRAIL ANGELS GMBH 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 TRAIL ANGELS GMBH shall be entitled and obliged to remedy any inaccuracies and defects in its performance that become known, irrespective of fault. It shall inform the client thereof without delay.

7.2 This claim of the client expires six months after the respective service has been rendered.

8 Liability / Compensation
8.1 TRAIL ANGELS GMBH shall be liable to the client for damages – except for personal injury – only in the case 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 Customer may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.

8.3 The client shall in each case furnish proof that the damage is attributable to fault on the part of the contractor.

8.4 If TRAIL ANGELS GMBH performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, TRAIL ANGELS GMBH shall assign these claims to the client. In this case, the client shall give priority to these third parties.

9 Secrecy / Data Protection
9.1 TRAIL ANGELS GMBH undertakes to maintain absolute secrecy about all business matters coming to its knowledge, in particular business and trade secrets as well as any information it receives about the type, scope of operation and practical activities of the client.

9.2 Furthermore, TRAIL ANGELS GMBH undertakes to maintain secrecy vis-à-vis third parties about the entire content of the work as well as all information and circumstances that it has received in connection with the creation of the work, in particular also about the data of clients of the client.

9.3 TRAIL ANGELS GMBH shall be released from the duty of confidentiality with respect to any assistants and substitutes of which he makes use. However, he shall fully transfer the duty of confidentiality to them and shall be liable for their breach of the duty of confidentiality as for his own breach.

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 TRAIL ANGELS GMBH shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client shall warrant to 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 by the persons concerned.

10 Fee
10.1 Upon completion of the agreed work, TRAIL ANGELS GMBH shall receive a fee in accordance with the agreement between the client and TRAIL ANGELS GMBH. TRAIL ANGELS GMBH shall be entitled to issue interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due in each case upon presentation of the invoice by the Contractor.

10.2 TRAIL ANGELS GMBH shall issue an invoice entitling to input tax deduction with all legally required features.

10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the client against invoicing by TRAIL ANGELS GMBH.

10.4 If the agreed work is not performed for reasons on the part of the client or due to a justified premature termination of the contractual relationship by TRAIL ANGELS GMBH, TRAIL ANGELS GMBH shall retain the claim to payment of the entire agreed fee less saved expenses. In the event that an hourly fee has been agreed upon, the fee shall be paid for that number of hours that could have been expected for the entire work agreed upon, 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 case of non-payment of interim invoices TRAIL ANGELS GMBH shall be released from its obligation to render further services. However, this does not affect the assertion of further claims resulting from non-payment.

11 Electronic invoicing
11.1 TRAIL ANGELS GMBH is entitled to send invoices to the client also in electronic form. The client expressly agrees to the sending of invoices in electronic form by TRAIL ANGELS GMBH.

12 Duration of the contract
12.1 This contract ends in principle with the completion of the project.

12.2 Notwithstanding the above, the contract may be terminated at any time for good cause by either party 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 the contract was concluded.

13. final provisions
13.1 The contracting parties confirm that they have made all statements in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2 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.

13.3 This Agreement (as of March 2018) shall be governed by Austrian substantive law, excluding the conflict of law rules of private international law. The place of performance is the location of the professional branch of TRAIL ANGELS GMBH – the place of jurisdiction is Klagenfurt am Wörthersee. to the for the assertion of warranty claims are regulated in the ARB 1992 of Trail Angels GmbH under points 5 and 6.