General Terms and Conditions of Business
for Consulting Services by www.irengleirscher.com

1. General Principles / Scope of Application

1.1 These General Terms and Conditions exclusively apply to all legal transactions between the Client and the Contractor (hereinafter referred to as "Contractor"). The version valid at the time of the contract conclusion shall be applicable.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if not explicitly referred to in additional agreements.

1.3 Any general terms and conditions of the Client that contradict these terms are deemed invalid unless expressly accepted in writing by the Contractor.

1.4 Should individual provisions of these General Terms and Conditions become or be found invalid, the validity of the remaining provisions and contracts based upon them shall remain unaffected. The invalid provision shall be replaced by a valid one that comes as close as possible to the intent and economic purpose of the original.

2. Scope of Consulting Services / Substitution

2.1 The specific scope of consulting services shall be contractually agreed upon in each individual case.

2.2 The Contractor is entitled to have tasks performed in whole or in part by third parties. Payment of such third parties shall be made exclusively by the Contractor. No contractual relationship of any kind shall arise between the third party and the Client.

2.3 The Client agrees not to enter into any form of business relationship with persons or entities used by the Contractor to fulfill contractual obligations during and for three years following termination of this contractual relationship. The Client shall in particular not commission such persons or entities with consulting services similar to those offered by the Contractor.

3. Duty of Disclosure / Declaration of Completeness

3.1 The Client shall ensure that the organizational conditions at their place of business enable the consulting services to proceed efficiently and without disruption.

3.2 The Client shall fully inform the Contractor of any previous and/or ongoing consulting activities – including those in other areas of expertise.

3.3 The Client shall ensure that the Contractor is provided in a timely manner with all documents necessary for the fulfillment and execution of the consulting contract, and shall inform the Contractor of all relevant circumstances, even without specific request. This includes any information that becomes known during the consulting process.

3.4 The Client shall ensure that their employees and, where applicable, legally established employee representatives (e.g., works council) are informed about the engagement of the Contractor before the start of their work.

4. Safeguarding Independence

4.1 Both parties commit to mutual loyalty.

4.2 Both parties undertake to take all precautions necessary to protect the independence of third parties and employees engaged by the Contractor. This particularly applies to offers of employment or direct assignments made by the Client.

5. Reporting Obligations

5.1 The Contractor shall provide reports on their work and that of their employees or engaged third parties in accordance with the progress of work.

5.2 The Client shall receive a final report within a reasonable timeframe (typically two to four weeks) after completion of the consulting engagement, depending on the nature and scope of the assignment.

5.3 The Contractor shall act independently in creating the agreed deliverables and is not bound to specific working hours or locations.

6. Intellectual Property

6.1 Copyright for any work (including but not limited to offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, and data storage media) created by the Contractor and their employees or third-party agents remains solely with the Contractor. These works may only be used by the Client for purposes covered by the contract. Reproduction or distribution of the work is not permitted without explicit written consent of the Contractor. Unauthorized reproduction or distribution does not create any liability on the part of the Contractor, particularly with regard to the correctness of the work toward third parties.

6.2 Breach of these provisions entitles the Contractor to terminate the contract immediately and to assert additional legal claims, particularly for injunctive relief and damages.

7. Warranty

7.1 The Contractor is entitled and obliged to correct any inaccuracies and deficiencies in their performance, regardless of fault, within the statutory warranty period. The Client shall be informed without delay.

7.2 Warranty claims expire six months after delivery of the respective service.

8. Liability / Damages

8.1 The Contractor shall only be liable for damages – excluding personal injury – in cases of gross negligence or willful misconduct. This also applies to third parties engaged by the Contractor.

8.2 Damage claims must be asserted in court within six months from the date the Client becomes aware of the damage and the liable party, but no later than three years after the incident giving rise to the claim.

8.3 The burden of proof for the Contractor’s fault lies with the Client.

8.4 If the Contractor delivers services with the aid of third parties and warranty or liability claims arise in this context, such claims shall be assigned to the Client, who must assert them against the third party first.

9. Confidentiality / Data Protection

9.1 The Contractor shall maintain absolute confidentiality regarding all business matters made known to them, in particular trade and business secrets and any information concerning the nature, scope, and practical activities of the Client.

9.2 This confidentiality also applies to all content and information relating to the work created, including data concerning the Client’s customers, even after the contractual relationship has ended.

9.3 The Contractor is released from the duty of confidentiality towards assistants and proxies, provided that they are bound to confidentiality to the same extent. The Contractor is liable for breaches of confidentiality by such persons as for their own actions.

9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship, unless a statutory duty to testify applies.

9.5 The Contractor is entitled to process personal data entrusted by the Client in connection with the contractual relationship. The Client guarantees that all necessary measures (such as consent under data protection law) have been taken.

10. Fees

10.1 Upon completion of the agreed service, the Contractor shall be entitled to a fee in accordance with the contract. The Contractor may issue interim invoices and request advance payments based on progress. Invoices are due upon receipt.

10.2 The Contractor shall issue invoices in accordance with tax regulations, including all legally required details.

10.3 Out-of-pocket expenses (e.g., travel costs, fees, expenses) shall be reimbursed separately against invoice.

10.4 If the agreed service is not performed due to reasons attributable to the Client, or if the contract is lawfully terminated early by the Contractor, the Contractor shall still be entitled to the full agreed fee less expenses saved. In the case of hourly billing, the expected hours for the total project, less 30% saved expenses for services not yet rendered, shall be paid.

10.5 If interim invoices are not paid, the Contractor is released from the obligation to provide further services. Other claims arising from non-payment remain unaffected.

11. Electronic Invoicing

11.1 The Contractor is entitled to issue invoices electronically. The Client expressly agrees to receive invoices in electronic form.

12. Duration of the Agreement

12.1 This contract ends with the completion of the project and the issuance of the final invoice.

12.2 The contract may be terminated at any time without notice for good cause. Good cause includes, but is not limited to:

• Material breach of contract by either party,

• Payment default after initiation of insolvency proceedings,

• Justified doubts regarding the solvency of a party (if no insolvency proceeding is yet initiated), provided that no advance payments or security are offered despite the Contractor’s request and the financial situation was unknown at contract conclusion.

13. Final Provisions

13.1 Both parties confirm that all information provided in the contract is accurate and truthful. They agree to inform each other promptly of any changes.

13.2 Amendments to the contract or these terms must be made in writing, including any deviation from this requirement. Oral side agreements do not exist.

13.3 This contract is governed by Austrian substantive law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the Contractor's professional office. Jurisdiction lies with the competent court at the Contractor’s business location.

Recommended Mediation Clause

(1) In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to engage registered mediators (pursuant to the Austrian Civil Mediation Act) specialized in business mediation from the official list of the Ministry of Justice. If no agreement can be reached regarding the selection of mediators or the content of the mediation, legal proceedings may commence no earlier than one month after the failure of negotiations.

(2) In case mediation fails or is not initiated, Austrian law shall apply in any subsequent court proceedings. All necessary pre-litigation expenses, including legal representation during mediation, may be claimed as "pre-trial costs."