General terms and conditions
These are the “General Terms and Conditions” that exclusively apply to all transactions between the customer and Hafelekar Unternehmensberatung. Contrary terms and conditions of the customer are only effective if they are expressly and in writing recognized by Hafelekar Unternehmensberatung.
Agreements that deviate from or supplement these “General Terms and Conditions” require written form.
If individual provisions of these “General Terms and Conditions” are invalid, this does not affect the validity of the other provisions and the contracts concluded on the basis thereof. The invalid provision is to be replaced by an effective provision that comes closest to its intended purpose.
2. CONCLUSION OF CONTRACT
The offers of Hafelekar Unternehmensberatung are subject to confirmation. The customer is bound to his order for two weeks from the date of the receipt by Hafelekar Unternehmensberatung. Orders from the customer are only considered accepted upon written order confirmation from Hafelekar Unternehmensberatung, unless Hafelekar Unternehmensberatung indicates acceptance of the order, for example, by carrying out work based on the order.
3.1. DEFINITIONS: The fee, as used in these guidelines, is the compensation for services and expenses of the management consultant and their agents.
The basic fee per working day (also called a day’s work) is the rate charged for a consultation lasting 8 consecutive hours in the consultant’s local community. For simplicity, an equivalent hourly rate may also be used.
Incidental and special costs are not included in this basic fee and must be invoiced separately.
3.2. CALCULATION: If the fee is calculated based on the time spent, it must be taken into account whether the services are provided in the consultant’s office, at the client’s premises or at third-party locations. Fees relating to clearly quantifiable tasks should be in proportion to the value of the subject matter of the consulting (value adjustment). Fees may also be agreed upon on a flat-rate basis.
The management consultant undertakes not to accept any commissions or other benefits from third parties that could affect their objectivity.
If an assigned task is revoked or restricted, the legal provisions on the contract for services apply.
3.3. ADDITIONAL CHARGES: The management consultant is entitled to charge the following surcharges to their fee if necessary:
3.3.1. Services outside normal working hours
between 10 pm and 6 am: 60%
between 6 am and 8 am: 30%
between 6 pm and 10 pm: 30%
on Sundays and holidays: 60%
3.3.2. Services outside Austria
in European countries: 80%
outside Europe: 120%
3.3.3. Preparation of analyses and concepts: 50%
3.3.4. Preparation of studies: 60%
3.3.5. Research assignments: 70%
3.3.6. Preparation of expert opinions, including assessments
for submission to authorities, courts, banks, funding institutions, etc.: 100%
3.3.7. Research and development programs
in cooperation with universities and other scientific institutions: 100%
3.3.8. Engagement of members of other chambers
(lawyers, doctors, civil engineers, etc.) for the duration of the consulting assignment: 100%.
3.3.9. Value adjustment
Consulting for investments (excluding real estate): 3%
Real estate: 1%
Recruitment: 3 months’ salary.
3.4. HOURLY RATE:
3.4.1. The hourly rate applies to services rendered during normal working hours between 08:00 and 18:00 and amounts to €250.00 per hour (equivalent to €2.000 per working day). The consultant is required to keep a record of the time spent.
3.4.2. The minimum fee for work performed off-site is twice the hourly rate, including any applicable surcharges.
3.4.3. Any work performed beyond full hourly increments will be billed at half-hourly increments.
3.4.4. The hourly rate applies to all consultants working for the consulting company; typing and similar services will be charged at 50% of the normal hourly rate.
3.4.5. Services provided by the consultant’s office with automation support for the client will be subject to a 25% surcharge on the hourly rate; associated material costs will be invoiced separately under “Incidental Expenses.”
3.4.6. Travel time for fulfilling consulting assignments will be charged according to time spent. Waiting times are also considered travel time if they prevent the consultant from performing other tasks and are not caused by the consultant. Time spent in sleeping compartments or overnight stays during travel is not included.
Travel requires the client’s approval, but in urgent cases, approval may be obtained retroactively.
4. INCICENTAL EXPENSES
Incidental expenses are expenses incurred by the management consultant in the performance of the assignment and are to be borne by the client in addition to the fee. In particular, the following are considered incidental expenses:
4.1. TRAVEL EXPENSES incurred in the course of carrying out a consulting assignment, including mileage allowances and per diems.
The travel expense reimbursements agreed upon are those for the most economically and appropriately means of transportation for the fulfillment of the assignment.
In any case, the consultant is entitled to:
- first-class or sleeper compartment on train, economy-class domestic flights, business-class international flights.
- the daily and overnight allowances of fee level 5 of the currently valid version of the “Table for Income Taxes” will be charged. If these rates are not sufficient, the actual expenses will be charged.
- In case of activities outside the consulting office, but within the local area of its location, the consultant shall be entitled to 50% of the daily allowance of fee level 5 of the “Table for Income Taxes” as an expense allowance.
- For the calculation of km-allowances, the respectively valid “km allowance for business trips of federal employees” or the rates according to the “Table for Income Taxes” with a surcharge of 25% shall be applied.
4.2. Regarding costs for telex, telephone, telegram, fax, etc., the records of the management consultant serve as proof.
4.3. Stamp duty, fees, etc. are included in the incidental costs.
4.4. Duplications, copies, printed materials, and costs for obtaining documents are also included in the incidental costs.
4.5. If incidental expenses are associated with a time expenditure, billing will also be based on the respective hourly rates.
4.6. A surcharge of 25% is added to incidental expenses, to cover office expenses, if not related to time expenditure.
4.7. If special devices that cannot be permanently held by the consultant are necessary to provide a service, they must be provided by the client. However, if these devices are available within the management consultant, proportional calculated costs plus a surcharge of 20% will be invoiced.
4.8. The value-added tax (VAT) is not included in the fee, incidental expenses, and surcharges. The value-added tax (VAT) must be additionally invoiced in the legally prescribed amount.
5. TERMS OF PAYMENT
5.1 EVERY beginning and middle of the month the services provided until then will be invoiced. The invoice is due promptly and without any deduction.
5.2. In case of late payment, default interest of 12% p.a. will be charged. Delivered goods remain the property of Hafelekar Unternehmensberatung until full payment is received. The customer may only offset undisputed or legally established claims or exercise a right of retention. The following fees are agreed as reminder fees:
First reminder: 20% of the normal hourly rate plus VAT
Second reminder: 30% of the normal hourly rate plus VAT
Third reminder: 40% of the normal hourly rate plus VAT
5.3. Payment of the fee is due, regardless of whether the service is accepted or utilized separately by the client.
6. SPECIAL COST
Services that go beyond the usual scope of management consulting will be invoiced separately. These may include:
- Preliminary work that serves to procure documents for the fulfillment of the task or the procurement of such services from third parties, if they are not provided directly by the client.
- Work in special subject areas, representation of the client’s interests to third parties – for example, in disputes – or the procurement of such services from third parties.
- Production of models, conducting model experiments as well as laboratory investigations, etc.
- Services after the completion of the task, such as performance monitoring.
- Costs of other professionals who are necessarily involved in the fulfillment of the order, such as professions that perform statutory duty, if the assignment is not made directly by the client.
If the billing of third-party special services is handled by the management consultant, only the rate for office expenses will be added to the special costs. If foreseeable, special services should already be listed in the consulting contract or should be pointed out.
7. PAYMENT ON ACCOUNT
30% of the estimated order amount upon order placement. Interim billing for provided services may be agreed upon as needed, especially for high incidental costs – unless these are directly covered by the client (e.g. airfare, etc.).
If a lump sum fee has been agreed upon, 50% of the lump sum amount will be invoiced at the beginning, 40% as an interim invoice, and the remainder upon completion of the consulting assignment.
8. OFFERS AND PRESENTATIONS
The client is obligated to ensure that the offers created during the course of business negotiations are only used for the purposes of the Hafelekar Unternehmensberatung. In particular, any paid or unpaid disclosure of professional statements of any kind to third parties by Hafelekar requires written approval. This does not establish any liability of Hafelekar to third parties.
For participation in presentations, the Hafelekar Unternehmensberatung is entitled to a reasonable fee that covers at least the entire personnel and material expenses for the presentation as well as the costs of all external services. If Hafelekar does not receive an order after the presentation, all services, in particular the presentation materials and their content, remain the property of the Hafelekar Unternehmensberatung. The client is not authorized to further use these materials in any form and must return them to Hafelekar without delay.
The disclosure of presentation documents to third parties as well as their publication, reproduction, dissemination, or other distribution is not permitted without the express consent of Hafelekar Unternehmensberatung.
9. PROPERTY AND COPYRIGHT
All services and individual parts thereof provided by Hafelekar Unternehmensberatung, including those from offers and presentations, remain the property of Hafelekar, as do the individual workpieces and original designs, and can be reclaimed by Hafelekar at any time, particularly upon termination of the consulting agreement. By paying the fee, the customer only acquires the right to use (including reproduction) for the agreed purpose. Without a contrary agreement with Hafelekar Unternehmensberatung, the customer may only use Hafelekar’s services themselves, exclusively in Austria and only for the duration of the consulting agreement.
Changes of services of Hafelekar Unternehmensberatung by the customer are only permitted with the explicit consent of Hafelekar Unternehmensberatung and – as far as the services are protected by copyright – of the author.
For the use of Hafelekar Unternehmensberatung’s services beyond the originally agreed purpose, the consent of Hafelekar is required, regardless of whether this service is protected by copyright. In exchange for this consent, Hafelekar and the author are entitled to a separate and appropriate fee; appropriate is generally the fee stated in the consulting agreement, but at least 15% of the compensation paid by the customer to third parties commissioned with the production, distribution, or publication of the products and advertising materials.
For the use of services provided by Hafelekar Unternehmensberatung or of products and promotional materials for which Hafelekar has developed conceptual or design templates, the consent of Hafelekar is required, also after the consulting contract has expired, regardless of whether these services are protected by copyright.
In return, Hafelekar Unternehmensberatung is only entitled to the full amount of the consulting fee agreed upon in the expired contract. These are generally 25 % in the 1st year after the end of the contract. In the 2nd or 3rd year after the end of the contract, Hafelekar Unternehmensberatung is only entitled to half or a quarter of the fee agreed in the contract. From the 4th year after the end of the contract, no more consulting fees are payable.
The Hafelekar Unternehmensberatung is entitled to refer to itself and, if applicable, to the originator on all products and advertising material created, without the customer being entitled to any fees for this. Furthermore, the customer agrees to be included in the list of references used by Hafelekar Unternehmensberatung for advertising purposes.
All services provided by Hafelekar Unternehmensberatung are to be reviewed by the client and approved within three days. If they are not released in time, they are considered as approved by the customer. With the release, the customer gives his consent to the production in the submitted version.
The Customer will have the legal admissibility of the consulting services checked, in particular the admissibility under competition and trademark law. Hafelekar Unternehmensberatung will arrange for an external legal review only upon written request of the customer; the customer shall bear the associated costs.
Hafelekar Unternehmensberatung will make every effort to meet the agreed deadlines. However, the failure to meet deadlines entitles the client to assert his legal rights only after he has granted Hafelekar Unternehmensberatung a reasonable extension of at least 14 days. This period starts with the receipt of a reminder letter to Hafelekar Unternehmensberatung. Hafelekar is only obliged to pay compensation in case of intent or gross negligence. Unavoidable or unforeseeable events – in particular delays at contractors of Hafelekar Unternehmensberatung – shall in any case release Hafelekar from compliance with the agreed delivery date.
The customer has to assert and justify possible complaints in writing within three days after the provided service by Hafelekar Unternehmensberatung. In case of justified and timely complaints, the customer is only entitled to the right of improvement of the service by Hafelekar Unternehmensberatung.
Claims for damages by the customer, in particular due to delay, impossibility of performance, positive breach of contract, fault in conclusion of the contract, defective or incomplete performance, consequential damages, or unauthorized acts are excluded, unless they are based on intent or gross negligence on the part of the Hafelekar Unternehmensberatung.
The Hafelekar Unternehmensberatung assumes no liability for the documents provided by the customer for processing.
Hafelekar Unternehmensberatung will perform the assigned tasks in accordance with generally recognized legal principles and timely inform the client of significant risks that are recognizable to them. However, the customer himself is responsible for the compliance with the legal regulations, in particular with the regulations of the competition law, also with regard to the advertising measures proposed by Hafelekar Unternehmensberatung. The client will not release a proposed advertising measure (a proposed trademark) from Hafelekar Unternehmensberatung until they have verified the legal (trademark law) viability themselves, or if they are willing to bear the risk associated with the implementation of the advertising measure (the use of the trademark).
Any liability of Hafelekar Unternehmensberatung for claims raised against the customer due to the advertising measure (the use of a trademark) is expressly excluded if Hafelekar Unternehmensberatung has fulfilled its duty to inform; in particular, Hafelekar is not liable for legal costs, the customer’s own attorney’s fees or costs of judgment publications as well as for any claims for damages or similar claims of third parties.
In the event of a claim being made Hafelekar Unternehmensberatung itself on account of one of its publicity projects, the client will indemnify Hafelekar: the client must therefore reimburse Hafelekar for all financial and other losses suffered by Hafelekar as a result of a claim made by a third party.
Any disputes will be resolved in accordance with the provisions of the Civil Procedure Code. If the parties agree to refer the dispute to arbitration, this must be stated in the consulting agreement.
It is customary that the client is informed, by presenting and possibly signing the existing calculation guidelines and business terms of the management consultant, at or before the time of acceptance of the contract.
Austrian law shall exclusively apply to the legal relationship between the customer and Hafelekar Unternehmensberatung excluding the international law rules thereof.
17. PLACE OF PERFORMANCE AND JURISDICTION
The place of performance is the registered office of Hafelekar Unternehmensberatung.
Innsbruck is agreed upon as the exclusive place of jurisdiction for all disputes arising directly or indirectly between Hafelekar Unternehmensberatung and the client.
18. ORIGINAL TEXT
The Original Text was drafted in German. In case of conflict between this and translated versions, the German Text prevails.