1. Scope of Application
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the Client and the Contractor
(management consultant). The version valid at the time the contract is concluded shall be decisive
.
1.2 These General Terms and Conditions also apply to all future contractual relationships,
and thus also apply even if they are not expressly referenced in supplementary contracts.
1.3 Any conflicting General Terms and Conditions of the Client are invalid, un
less they are expressly acknowledged in writing by the Contractor (management consultant).
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 most closely approximates its meaning and economic purpose.
1.5 Upon conclusion of the contract, or at the latest upon use of the service, the General Terms and Conditions shall be deemed accepted
and shall become an integral part of the contract between LeadEngine GmbH and the client
.

2. Conclusion of the Contract
2.1 The contract is concluded upon the client’s signature of the offer or upon the client’s confirmation of the order.

2.2 Any amendments or additions to the contract must be made in writing.

3. Scope of Services – Management Consulting
3.1 The scope of a specific consulting engagement shall be agreed upon in a contract.
3.2 The Contractor (management consultant) is entitled to have the tasks assigned to him performed in whole
or in part by third parties. Payment to the third party shall be made exclusively
by the contractor (management consultant) himself. No direct contractual relationship of any kind
shall arise between the third party and the client.
3.3 The Client agrees not to enter into any business relationship whatsoever, during the term of this contractual relationship and for a period of three years following its termination (
), with any individuals or companies (
) that the Contractor (management consultant) utilizes to fulfill his contractual obligations (
). In particular, the Client shall not commission these individuals and
companies to provide consulting services that are the same as or similar to those
offered by the Contractor (management consultant), nor shall the Client poach them as employees.
3.4. The employees assigned to carry out the order are integrated into the Contractor’s organization (
) and are subject to the Contractor’s managerial and technical supervision. The Client (
) has no authority to issue instructions to these individuals. The Contractor is not liable
to the Client for its employees generating a specific number of customer inquiries or
transactions; however, the Contractor is liable for ensuring that the activities are carried out in accordance with the contract
and that the employees possess the necessary basic qualifications to perform the
service.
3.5. Events of force majeure that significantly impede the provision of the service or
temporarily render it impossible, or impediments resulting from a lack of cooperation on the part of the client
entitle the contractor (management consultant) to postpone fulfillment of the contract for the duration of the
hindrance plus a reasonable start-up period.

4. Client’s Duty to Disclose Information / Declaration of Completeness
4.1 The client shall ensure that the organizational conditions at its place of business during the performance of the consulting engagement at
allow for work to proceed with as few disruptions as possible and in a manner conducive to the rapid progress of the consulting process at
.
4.2 The Client shall also provide the Contractor (management consultant) with comprehensive information regarding
previously conducted and/or ongoing consulting engagements—including those in other fields of expertise—
. Furthermore, in connection with the contract, the Client shall involve other service providers
or commission them
only with the consent of the Contractor (management consultant).
4.3 The Client shall ensure that, even without
a specific request from the Contractor (management consultant), all documents necessary for the fulfillment and execution of the consulting engagement
are provided to the Contractor in a timely manner, and that the Contractor is informed of all processes and circumstances
that are relevant to the execution of the consulting engagement. This also applies
to all documents, events, and circumstances that become known only during the Consultant’s work
.
4.4 The Client shall ensure that its employees and the employee representative body (works council) provided for by law and, where applicable, established
are informed by the Contractor (management consultant)
prior to the commencement of the Contractor’s work.

5. Safeguarding Independence
5.1 The contracting parties undertake to act with mutual loyalty.
5.2 The contracting parties mutually undertake to take all appropriate measures to
prevent any threat to the independence of the third parties engaged and the employees of the Contractor
(management consultant). This applies in particular to offers by the Client on
for employment or for the acceptance of assignments on their own account.

6. Reporting / Reporting Obligation
6.1 The Contractor (management consultant) agrees to report to the Client
on the progress of the work performed by the Contractor, the Contractor’s employees, and, if applicable, commissioned third parties, in accordance with the work progress as specified at
.
6.2 In performing the agreed-upon work
, the Contractor (management consultant) is not subject to instructions; he acts at his own discretion and on his own responsibility. He is not bound to any
specific work location or specific working hours.

7. Protection of Intellectual Property
7.1 The copyrights to the works created by the Contractor (management consultant) and its employees
and commissioned third parties (in particular, proposals, reports, analyses, expert opinions,
organizational charts, programs, service specifications, drafts, calculations, drawings,
data carriers, etc.) shall remain with the Contractor (management consultant). They may be used by the client
during and after the termination of the contractual relationship exclusively for the purposes covered by the contract
. The client is therefore not authorized to reproduce and/or distribute the work
(the works) without the express consent of the contractor (management consultant) at
. Under no circumstances shall unauthorized
reproduction or distribution of the work give rise to any liability on the part of the Contractor (management consultant) –
—in particular, for the accuracy of the work—toward third parties.
7.2 Any breach of these provisions by the Client entitles the Contractor
(management consultant) to immediately terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or
damages.

8. Warranty
8.1 The Contractor (management consultant) is entitled, regardless of fault, and
obligated to correct any inaccuracies or defects in its services that come to light. It shall
notify the Client of this immediately.
8.2 This claim by the client expires six months after the respective service has been rendered
.

9. Fee
9.1 Upon completion of the agreed-upon work, the Contractor (management consultant) shall receive a fee
in accordance with the agreement between the Client and the Contractor
(management consultant). The Contractor (management consultant) is entitled to submit interim invoices based on the progress of the work
and to request advance payments corresponding to the respective progress
. The fee is due upon issuance of an invoice by the
contractor.
9.2 The contractor (management consultant) shall issue an invoice
that qualifies for input tax deduction and contains all legally required details.
9.3 Any cash outlays, expenses, travel costs, etc., shall be reimbursed by the Client in addition to the Contractor’s (management consultant’s) invoice
.
9.4 If the agreed-upon work is not performed for reasons attributable to the client
or due to a justified early termination of the contractual relationship
by the contractor (management consultant), the contractor (management consultant) at
retains the right to payment of the full agreed fee at
, less any expenses saved. In the event that an hourly fee has been agreed upon,
the fee for the number of hours that would have been expected for the entire agreed-upon work,
minus any expenses saved, shall be paid. The expenses saved are agreed upon on a flat-rate basis at 30 percent
of the fee for those services that the Contractor has not yet rendered as of the date of termination of the
contractual relationship.
9.5 In the event of non-payment of interim invoices, the Contractor
(management consultant) is released from its obligation to provide further services and reserves
the right to provide future services only against advance payment.
However, this does not affect the assertion of further claims resulting from non-payment
.
9.6 The contract generally ends upon completion of the project.
9.7 Notwithstanding the foregoing, the contract may be terminated at any time by either party for good cause without
observing a notice period. In particular, the following shall be considered good cause:
– if a contracting party breaches material contractual obligations, or
– if a contracting party defaults on payment after the opening of insolvency proceedings.
– if there are justified concerns regarding the creditworthiness of a contracting party against whom no
insolvency proceedings have been opened, and, at the contractor’s request, the contracting party neither
makes advance payments nor provides adequate security prior to the contractor’s performance, and
the poor financial circumstances were not known to the other contracting party at the time the contract was concluded
.
9.8 Offsetting our claims against counterclaims of any kind whatsoever is
excluded.

10. Interest on Late Payments
10.1 Even if the client’s delay in payment is not due to any fault on its part, the contractor
(management consultant) is entitled to charge interest on late payments at a rate of 10% above the base interest rate
per annum; this does not preclude claims for compensation for proven higher interest rates
.

11. Electronic Invoicing
11.1 The Contractor (management consultant) is entitled to send invoices to the Client in electronic form via
. The Client expressly agrees to the Contractor (management consultant) sending invoices in electronic form via

.

12. Liability
12.1 The Contractor (management consultant) shall be liable to the Client for damages—
—excluding personal injury—only in cases of gross negligence (intent or gross
negligence). This also applies mutatis mutandis to damages attributable to third parties
engaged by the Contractor.
12.2 The Client’s claims for damages may be asserted in court only 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.
12.3 The Client must provide evidence in each case that the damage is attributable to the Contractor’s fault
.
12.4 If the Contractor has pointed out the legal risks associated with activities related to the
performance of the contract and the Client nevertheless insists on carrying out
the activities, the Contractor shall not be liable for this, and the Client shall indemnify and hold the Contractor
harmless from any claims by third parties.
12.5 LeadEngine GmbH’s liability in connection with the entire business relationship
with the Client is in any case limited to the amount of the Contractor’s annual revenue from the services provided at
, up to a maximum of EUR 5,000.
12.6 If the Contractor (management consultant) performs the work with the assistance of third parties
and, in this connection, warranty and/or liability claims arise against these
third parties, the Contractor (management consultant) shall assign these claims to the
Client. In this case, the Client shall primarily pursue its claims against these third parties.

13. Data Protection
13.1 All documents and information provided to the Client by LeadEngine GmbH
remain the property of LeadEngine GmbH and must be treated as confidential
; if not used, they must be returned to LeadEngine GmbH immediately or destroyed. The Client
undertakes neither to process any documents or data from LeadEngine GmbH
nor to disclose them to third parties.
13.2 Both contracting parties are subject to the provisions of the Austrian Data Protection Act (
) in its currently applicable version, as well as the EU General Data Protection Regulation (GDPR), which is directly applicable as of May 25, 2018.

13.3 The Contractor shall treat all documents and non-public information received from the Client in connection with the
performance of the services as confidential for an indefinite period.

14. Value Preservation Clause
14.1 It is expressly agreed that the value of the claim, including ancillary claims, shall be preserved.
The basis for calculating this value stability is the consumer price index published monthly by the Austrian Central Statistical Office (
) or any index that replaces it.
The reference value for this contract is the index figure calculated for the month in which the contract was concluded (
).

15. Governing Law and Jurisdiction
15.1 The laws of the Republic of Austria shall apply exclusively. The place of jurisdiction for all contractual relationships
between LeadEngine GmbH and the client is the court with subject-matter
and territorial jurisdiction over Linz. This applies even if the client’s registered office
is located outside of Austria and the service is not provided in Austria.

16. Written Form
Any amendments to these Terms and Conditions must be made in writing and signed by a
representative of LeadEngine GmbH authorized to act alone.

17. Mediation
17.1 In the event of disputes arising from this contract that cannot be settled amicably
The contracting parties may agree to an out-of-court settlement of the dispute.
Registered mediators (Civil Mediation Act) specializing in business mediation from the
The list from the Ministry of Justice should be consulted. This should be discussed regarding the selection of business mediators or
If no agreement can be reached on the substance of the case, the matter will be resolved no earlier than one month after the failure.
Legal action has been initiated following the negotiations.
17.2 In the event of a failed or terminated mediation, the following applies in any case
All legal proceedings initiated are governed by Austrian law. All proceedings based on a prior
Necessary expenses incurred in mediation, in particular those for appointed mediators
Legal advisors can, by agreement, appear in court or arbitration proceedings as
“Pre-litigation costs” can be claimed.

18. Severability Clause
If any of the foregoing provisions is void, invalid, or unenforceable, this shall not affect
the validity of the contract or the remaining provisions. The contracting parties agree
to negotiate jointly to find a provision that corresponds to the intent and purpose
of the concluded assignment agreement and the provision that has become obsolete.

19. Notes on Language Usage
To make these Terms and Conditions easier to read, we have omitted the distinction between feminine and
masculine forms and have used the masculine form throughout. However, the term in question
refers to both genders. For example, the term “employee” refers to both
female employees and male employees.


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