Status: 15/07/2007
1. General Principles/Scope
The General Terms and Conditions of Business shall apply exclusively for all legal transactions between the client and Linser & Partner Consulting GmbH. The respective version applicable at the time of concluding the contract shall apply. Any deviating General Terms and Conditions of Business of the client’s shall not be valid, for which reason the client will expressly refrain from asserting them. Maintaining silence, or providing the service due by Linser & Partner Consulting GmbH without any objection, shall not be deemed either as recognition of or consent to the client’s General Terms and Conditions of Business.
2. Scope of Linser & Partner Consulting GmbH’s Services
The description of services by Linser & Partner Consulting GmbH for the respective offer determines the scope of the contractual and individually agreed upon services.
It shall remain in Linser & Partner Consulting GmbH‘s sole discretion in which way and through whom the commissioned services are specifically provided.
3. Contract Conclusion
The client is to issue orders in writing. In this respect, Linser & Partner Consulting GmbH will regularly provide the client with an offer form, which is to be signed by the client. The contract shall come into force upon signature by the client. –
The client undertakes to sign an agreement on the exclusive jurisdiction of the District Court, A-6020 Innsbruck, in regard to the contractual relationship concluded simultaneously with issuing the written order.
4. Dissolution of the Contract
The client may withdraw from the contractual relationship, or dissolve it, up to 7 days prior to Linser & Partner Consulting GmbH providing the services.
In this case the client shall be required to pay Linser & Partner Consulting GmbH the following agreed fees, taking into account the expenditure usually saved:
Dissolution up to 30 days prior to commencement of the provision of the services: 50%
Dissolution up to 21 days prior to commencement of the provision of the services: 65%
Dissolution up to 7 days prior to commencement of the provision of the services: 80%
A later dissolution of the contractual relationship shall not affect Linser & Partner Consulting GmbH’s claim to the full fee due.
The cash outlays, disbursements, travelling expenses, etc. already incurred by Linser & Partner Consulting GmbH at the time of the dissolution of the contractual relationship are to be reimbursed by the client in full in any event.
Should the client not make use of the full contractually agreed services of Linser & Partner Consulting GmbH, the client shall not be entitled to any reimbursement or to make any claim for retention.
Should the agreed services not be carried out due to justified early termination of the contractual relationship by Linser & Partner Consulting GmbH, Linser & Partner Consulting GmbH shall retain the claim to payment of the entire fee agreed, less any expenditure saved.
In the event of an hourly fee agreement, the number of hours which would be to be expected for the entire agreed-upon contractual project shall form the basis for invoicing.
5. Client Obligations
The client is required to provide Linser & Partner Consulting GmbH with all prerequisites of an organizational, technical and factual nature necessary for the fulfillment and execution of the contract. This shall also apply to all documents, procedures and circumstances, which only become known during the course of fulfillment of the contract by Linser & Partner Consulting GmbH.
6. Liability/Damage Compensation
Linser & Partner Consulting GmbH shall only be liable to the client for any damage caused by it or its assistants – except for damage to persons - in the event of gross culpability (intent or gross negligence).
The client is required to provide the respective evidence that the damage is attributable to culpability on the part of Linser & Partner Consulting GmbH.
7. Intellectual Property Protection
Linser & Partner Consulting GmbH shall retain any copyrights for its created works. Such copyrights may exclusively be used by the client during and following termination of the contractual relationship for purposes covered by the contract.
Any infringement of these provisions by the client shall entitle Linser & Partner Consulting GmbH to immediate early termination of the contractual relationship and to assert any legal claims (for damage compensation) arising there from.
8. Expenses and Fees
Linser & Partner Consulting GmbH shall receive a fee from the client for the principal services to be provided by it, in accordance with the following guidelines:
In the absence of any provision to the contrary, an hourly fee of EUR 150.00 plus the respective applicable rate of VAT shall be deemed to have been agreed.
Any deviating fee agreement requires to be set down in writing and shall be concluded as flat-rate remuneration, notwithstanding the actual expenditure incurred.
Linser & Partner Consulting GmbH shall be entitled to require flat-rate compensation of 20% of the fee agreed for the principal services to cover any regular subsidiary services of any kind which may arise due to the nature of the consultancy mandate (preparatory works, perusal of documentation, correspondence, etc.), without the necessity of providing specific evidence of such services.
Linser & Partner Consulting GmbH shall be entitled, already prior to providing the services, to request a payment to account of the agreed fee to the extent of up to 50%, and subsequently - in accordance with the progress of work - to issue intermediary invoices. The respective fee shall be due for payment upon being invoiced by Linser & Partner Consulting GmbH.
Any cash outlays, disbursements, travelling expenses, etc. falling due are to be reimbursed by the client in addition, upon being invoiced (proven) by Linser & Partner Consulting GmbH.
In the event of non-payment of intermediary invoices, Linser & Partner Consulting GmbH shall be released from its obligation to provide any further services.
9. Contract Duration
The contractual relationship shall, in principle, end upon completion of the agreed services.
The agreement may, nonetheless, be dissolved by either party at any time for a significant reason, without adhering to a period of notice of termination. It is in particular to be deemed a significant reason if a party to the contract infringes any significant contractual obligations or if insolvency proceedings are instituted against one of the parties to the contract or a petition for bankruptcy is dismissed due to lack of assets to cover expenses.
10. Choice of Law/Place of Jurisdiction
Substantive Austrian Law is to be applied to the contractual relationship, under exclusion of the relevant provisions of international private law.
The place of fulfilment for any fee claims by Linser & Partner Consulting GmbH shall be A-6020 Innsbruck.
The District Court in A-6020 Innsbruck shall have jurisdiction, without exception, concerning disputes of any kind arising from the contractual relationship.
11. Miscellaneous Provisions
It shall not be permissible, in any circumstances, for the client to offset any claims it may have against Linser & Partner Consulting GmbH’s fee due (for principal and subsidiary services, as well as reimbursement of cash outlays).
In the event that any individual provisions of these General Terms and Conditions of Business should be invalid, this shall not affect the validity of the remaining provisions and the contract concluded taking them as a basis. Any invalid provisions are to be replaced by provisions which come as close as possible in their meaning and purpose to the ones originally agreed.
Any amendments to the contract and these General Terms and Conditions of Business shall be required to be made in writing; this shall likewise apply to dispensing with the requirement for the written form. No subsidiary oral agreements exist.