Terms and conditions
Status: 29.04.2022
1. general / scope
1.1 All legal transactions between the Customer and the Contractor (hereinafter: ferrolog) shall be based on these General Terms and Conditions. The version valid at the time of the conclusion of the contract shall apply in each case.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus even if not expressly referred to in supplementary contracts.
1.3 Any general terms and conditions of business of the purchaser to the contrary shall be invalid unless expressly accepted by ferrolog in writing.
1.4 In the event that individual provisions of these General Terms and Conditions should be and/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 comes as close as possible to its meaning and economic purpose.
2. scope of the consulting assignment / deputization
2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.
2.2 Ferrolog shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by ferrolog itself. There is no direct contractual relationship of any kind between the third party and the client.
2.3 The purchaser undertakes not to enter into any business relationship whatsoever with persons or companies of which ferrolog makes use for the performance of its contractual obligations during and until the expiration of three years after the termination of this contractual relationship. In particular, the Principal shall not commission these persons and companies with such or similar consulting services that ferrolog also offers.
3. duty of the client to provide information / declaration of completeness
3.1 The Client shall ensure that the organizational framework conditions for the fulfillment of the order at its place of business allow the work to proceed as undisturbed as possible and in a manner conducive to the rapid progress of the consulting process.
3.2 The client shall also inform ferrolog comprehensively about previously performed and/or ongoing consultations – also in other fields of expertise.
3.3 The Principal shall ensure that ferrolog is provided in a timely manner with all documents necessary for the fulfillment and execution of the consulting order, even without a specific request to that effect, and that ferrolog is informed of all processes and circumstances which are of importance for the execution of the consulting order. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.
3.4 The Principal shall ensure that its employees and the employee representation (works council) provided for by law and established, if any, are already informed by ferrolog prior to the commencement of its activities.
4. securing independence and cooperation
4.1 The contracting parties undertake to maintain the best possible mutual loyalty and cooperation.
4.2 The contracting parties mutually undertake to take all precautions suitable to prevent the independence of the commissioned third parties and employees of ferrolog from being jeopardized. This shall apply in particular to offers made by the Client for employment or the assumption of orders on its own account.
5. reporting / reporting obligation
5.1 Ferrolog undertakes to report to the Principal on its work, on the work of its employees and, if applicable, also on the work of commissioned third parties in accordance with the progress of the work.
5.2 The client shall receive the final report, if such a report is desired, within a reasonable period of time, i.e. two to four weeks, depending on the type of order, after completion of the order.
5.3 Ferrolog shall be free from instructions in the production of the agreed work and shall act at its own discretion and under its own responsibility. Ferrolog is not bound to any particular place of work or working hours.
6. protection of intellectual property
6.1 The copyrights to the works created by ferrolog and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organization charts, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with ferrolog. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the client shall not be entitled to reproduce and/or distribute the work(s) without the express consent of ferrolog. Under no circumstances shall ferrolog be liable to third parties for any unauthorized reproduction/distribution of the work, in particular for the accuracy of the work.
6.2 Violation of these provisions by the ordering party shall entitle ferrolog to immediate premature termination of the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.
7. warranty
7.1 Ferrolog shall be entitled and obligated, without regard to fault, to correct any inaccuracies and defects in its performance that become known. Ferrolog shall notify the Principal thereof without delay.
7.2 This claim of the Customer shall expire after six months after the respective service has been rendered.
8. liability / compensation
8.1 Ferrolog shall be liable to the Principal for damages – except for personal injuries – only in case of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties engaged by ferrolog.
8.2 Claims for damages by the Client may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.
8.3 The customer shall in each case furnish proof that the damage is attributable to fault on the part of ferrolog.
8.4 If ferrolog performs the work with the assistance of third parties and if in this connection warranty and/or liability claims arise against such third parties, ferrolog shall assign such claims to the client. In this case, the client will give priority to these third parties.
9. secrecy / data protection
9.1 Ferrolog undertakes to maintain absolute silence with respect to all business matters coming to its knowledge, in particular business and trade secrets as well as any information it receives about the nature, scope of operation and practical activities of the Principal.
9.2 Furthermore, ferrolog undertakes to maintain secrecy vis-à-vis third parties with respect to the entire content of the work as well as all information and circumstances received in connection with the creation of the work, in particular also with respect to the data of clients of the client.
9.3 Ferrolog shall be released from the duty of confidentiality with respect to any assistants and substitutes it uses. Ferrolog shall, however, transfer the duty of confidentiality to them in full and shall be liable for their breach of the duty of confidentiality as for its own breach.
9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally required statements.
9.5 Ferrolog shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants to ferrolog that all necessary measures have been taken for this purpose, in particular those within the meaning of the GDPR or the Data Protection Act, such as declarations of consent by the persons concerned.
9.6 Sowohl ferrolog als auch der Auftraggeber verpflichten sich zur Einhaltung und Umsetzung sämtlicher Bestimmungen der DSGVO.
10. fee
10.1 Upon completion of the agreed work, ferrolog shall receive a fee in accordance with the agreement reached between the client and ferrolog. Ferrolog shall be entitled to issue interim invoices in accordance with the progress of work and to demand payment on account in accordance with the respective progress. The fee is due promptly upon invoicing by ferrolog.
10.2 Ferrolog shall in each case issue an invoice entitling to input tax deduction with all legally required features.
10.3 Any cash expenses, out-of-pocket expenses, travel expenses, as well as any and all costs and expenses directly related to the order shall be additionally reimbursed by the client against invoicing by ferrolog.
10.4 If the agreed work is not performed for reasons on the part of the client or due to a justified premature termination of the contractual relationship by ferrolog, ferrolog shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee is agreed upon, the fee shall be paid for that number of hours that could have been expected for the entire work agreed upon, less the expenses saved. The expenses saved are agreed as a lump sum of 30 percent of the fee for those services which ferrolog has not yet rendered by the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, ferrolog shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
11. electronic invoicing
11.1 Ferrolog is entitled to send invoices to the Principal also in electronic form. The Principal expressly agrees to the sending of invoices in electronic form by ferrolog.
12. duration of the contract
12.1 Der jeweilige Vertrag endet grundsätzlich mit dem Abschluss des Projekts, es sei denn, es wurden abweichende Vereinbarungen darin getroffen.
12.2 Notwithstanding the foregoing, the contract may be terminated by either party at any time for good cause without notice. In particular, good cause shall be deemed to be,
- if a contractual partner violates essential contractual obligations or
- if a contractual partner defaults on payment after insolvency proceedings have been opened.
- if there are justified concerns regarding the creditworthiness of a contracting partner for whom insolvency proceedings have not been opened and the contracting partner, upon ferrolog’s request, neither makes advance payments nor provides suitable security prior to ferrolog’s performance and the poor financial circumstances were not known to the other contracting partner at the time of conclusion of the contract. Translated with www.DeepL.com/Translator (free version)
13. Final provisions
13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.
13.2 Amendments to the contract and these GTC must be made in writing; likewise, any waiver of this formal requirement. There are no verbal ancillary agreements.
13.3 This Agreement shall be governed by Austrian substantive law, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance shall be the place of ferrolog’s professional establishment. The court at ferrolog’s registered office shall have jurisdiction over any disputes.
Responsible for the content
Gerald Schretzmeier, MBA
CEO ferrolog GmbH