These General Terms and Conditions (GTC) are an integral part of the contract for orders placed by clients with Duervation in the field of consulting and consulting projects for innovation, crisis and research.
In the event that individual provisions of these General Terms and Conditions are invalid, the remaining provisions shall remain in full force and effect.
Duervation is entitled to make use of qualified commercial or freelance cooperation partners for individual consulting services. Duervation is not obligated to disclose the identity of the cooperation partners.
The client shall ensure that Duervation is provided with all necessary and useful documents and that necessary information is given. This also applies to those documents and information whose significance only becomes known during the ongoing consulting services by Duervation. The client shall ensure that any existing works council is informed of Duervation's consulting activities in a timely manner.
Duervation stands for gender sensitivity and diversity and takes these into account in its business activities. The measures for the consideration of gender sensitivity and diversity are defined in the current version of the Gender Equality Plan on the homepage.
Scope and Extent
Consulting orders or other agreements shall only be legally binding if they are signed by the client in writing, in the company's name, and shall only bind the contracting parties in accordance with the scope specified in the written agreement.
Assurance of Independence
The contracting parties shall take all necessary precautions to ensure the independence of Duervation's employees and cooperation partners. In particular, offers of employment or other employment of Duervation employees by the client or the direct commissioning of cooperation partners of Duervation during an ongoing contractual relationship are prohibited.
Duervation will report to the client in writing about the consulting activities if this has been explicitly agreed upon. In this case, the reporting obligation also includes the activities of Duervation's cooperation partners.
Intellectual Property Rights
The intellectual property and therefore the copyright of the services provided in connection with the consulting assignment remains with Duervation.
The client may use the information provided to her or him in connection with the consulting assignment or which has become known to her or him only for her or his own purposes. Any disclosure of such information to third parties - even after fulfilment of the consulting order - is prohibited. In particular, offers, reports, analyses, expert opinions, organizational plans, guidelines, service descriptions and data carriers are considered as information, regardless of whether this information originates from Duervation, its employees or cooperation partners. The transfer of such information to third parties requires the written consent of Duervation in each individual case.
Duervation will inform the client immediately about any inaccuracies or deficiencies of its consulting services and will correct these inaccuracies or deficiencies within a reasonable period of time.
If the inaccuracies or deficiencies are attributable to the client's internal sphere, they shall only be remedied upon separate written order of the client. The services required for rectification shall be charged separately to the client.
If the inaccuracies or defects are attributable to Duervation, Duervation will provide a free warranty within a reasonable period of time. The client's claim for redhibitory action or price reduction is excluded. The warranty claim expires within six months after the provision of the agreed services.
Duervation, its employees and cooperation partners have to observe the generally accepted rules of professional practice when performing the assigned consulting services. Duervation is liable for the negligence of its employees and cooperation partners as for its own. Duervation's liability for damages is limited to intent and gross negligence. The burden of proof for the question of fault lies with the client.
The claim for damages must be asserted in court within six months after knowledge of the damage and the damaging party, but at the latest within three years after the event giving rise to the claim.
Duervation will maintain secrecy about all matters of the client that become known to Duervation in connection with the consulting activity towards third parties and for an unlimited period of time. Excluded from the duty of confidentiality is information to cooperation partners that Duervation consults and that is necessary for the fulfilment of the consulting service. In this case Duervation will oblige the cooperation partner to the same extent. Excluded from the duty of confidentiality are also those cases in which there is a legal obligation to provide information.
Duervation may only make reports, expert opinions, results and other written statements concerning its consulting activities for the client available to third parties with the explicit consent of the client.
In return for the consulting services Duervation is entitled to payment of an appropriate fee from the client. Depending on the agreement, the client is required to make an advance payment when placing the order or to make partial payments as defined in the offer during the course of the consulting work. The remaining fee shall be payable within 14 days after the agreed service has been rendered and invoiced.
If the consulting services are not provided in whole or in part, Duervation is entitled to the agreed fee in full if Duervation was ready to provide the consulting services and was prevented from doing so due to circumstances on the part of the client. Circumstances on the part of the client include, in particular, lack of cooperation on the part of the client in the performance of the contract or unjustified premature termination of the contract.
If the consulting services are not rendered due to circumstances that constitute an important reason on the part of Duervation, Duervation is entitled to a pro-rata fee that corresponds to the consulting services rendered so far. This applies in particular if the consulting services provided so far are usable for the client.
For justified reasons, especially in case of imminent insolvency of the client, Duervation is entitled to make the completion of the consulting services dependent on the full payment of the fee. Complaints regarding the consulting services do not entitle the client to withhold the fee. This does not apply to obvious defects in the consulting services provided.
Premature Termination of the Contract
Duervation can terminate the contractual relationship prematurely by means of a registered letter with immediate effect if the client violates essential contractual obligations, in particular if the client does not provide the documents required for the consulting services or does not provide information that violates the independence of Duervation or the intellectual property rights of Duervation. In this case, point IX. Paragraph 2.
The client may terminate the contractual relationship prematurely by registered letter with immediate effect if Duervation is in default with its consulting services despite a reasonable grace period or violates the duty of confidentiality.
Applicable Law, Place of Performance, Place of Jurisdiction
The consulting contract, its interpretation and any disputes arising therefrom shall be governed by Austrian law.
Place of performance is the registered office of Duervation in Krems.
Disputes arising out of or in connection with the consulting order shall be subject to the exclusive jurisdiction of the courts in Lower Austria having jurisdiction in commercial matters.