General terms and conditions of business
Status: January 2023

1. General principles / scope of application
1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor Sokrates Consulting OG – hereinafter only the name Sokrates Consulting will be used. The version valid at the time of the conclusion of the contract is decisive.
 
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if this is not expressly stated in the case of additional contracts.
 
1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly recognised by Sokrates Consulting in writing.
 
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 comes as close as possible to the meaning and economic purpose of the invalid provision.
 
2. Scope of the consulting assignment / representation
2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.
 
2.2 Sokrates Consulting is entitled to have the tasks for which it is responsible performed in whole or in part by third parties. Payment of the third party shall be made exclusively by Sokrates Consulting itself. No contractual relationship of any kind shall arise between the third party and the client.
 
2.3 The client undertakes not to enter into any kind of business relationship with persons or companies that SOKRATES CONSULTING uses to fulfil its contractual obligations, either during or for a period of three years after the end of this contractual relationship. In particular, the client will not commission these persons and companies to provide consulting services that are the same as or similar to those offered by SOKRATES CONSULTING.
 
3. Client's duty of disclosure / declaration of completeness
3.1 The client shall ensure that the organisational conditions at the client's place of business during the performance of the consulting assignment allow work to proceed in a manner that is as undisturbed as possible and conducive to the rapid progress of the consulting process.
 
3.2 The client shall also provide Sokrates Consulting with comprehensive information about previously conducted and/or currently ongoing consulting projects, including those in other areas of expertise.
 
3.3 The Client shall ensure that Sokrates Consulting is provided in a timely manner and without specific request with all documents necessary for the fulfilment and execution of the consulting assignment and that it is informed of all events and circumstances relevant to the execution of the consulting assignment. This also applies to all documents, events and circumstances that only become known during the Consultant's work.
 
3.4 The client shall ensure that their employees and any employee representation (works council) provided for by law, if established, are informed of this before SOKRATES Consulting begins its work.
 
4. Safeguarding independence
4.1 The contracting parties are obliged to maintain mutual loyalty.
 
4.2 The contracting parties mutually undertake to take all precautions to prevent the independence of the contracted third parties and employees of Socrates Consulting from being compromised. This applies in particular to offers by the client to employ or take on assignments on their own account.
4.3 Socrates Consulting is not subject to instructions when producing the agreed work, but acts at its own discretion and under its own responsibility. Socrates Consulting is not bound to any specific place of work or working hours.
 
5. Protection of intellectual property
5.1 Sokrates Consulting retains the copyrights to the works created by Sokrates Consulting and its employees and contracted third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service descriptions, drafts, calculations, drawings, data carriers, etc.). They may be used by the client during and after the termination of the contractual relationship exclusively for the purposes covered by the contract. In this respect, the client is not entitled to reproduce and/or distribute the work(s) without the express consent of Sokrates Consulting. Under no circumstances does unauthorised reproduction/distribution of the work give rise to liability on the part of Sokrates Consulting – in particular with regard to the accuracy of the work – vis-à-vis third parties.
 
5.2 Any violation of these provisions by the client shall entitle Sokrates Consulting to immediately terminate the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.
 
6. Warranty
6.1 Socrates Consulting is entitled and obliged, regardless of fault, to correct any errors and inaccuracies in its services that become known, within the scope of the legal warranty. Socrates Consulting will inform the client of this immediately.
 
6.2 This claim of the client expires six months after the respective service has been provided.
 
7. Liability / Compensation
7.1 Sokrates Consulting is only liable to the client for damages – except for personal injury – in the event of gross negligence (intent or gross negligence). This also applies to damages caused by third parties contracted by Sokrates Consulting.
 
7.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the party causing the damage, but no later than three years after the event giving rise to the claim.
 
7.3 The client must provide evidence that the damage is due to the fault of Sokrates Consulting.
 
7.4 If Sokrates Consulting performs the work with the help of third parties and if, in this context, warranty and/or liability claims arise against these third parties, Sokrates Consulting shall assign these claims to the client. In this case, the client shall primarily address these third parties.
 
8. Confidentiality / Data protection
8.1 Sokrates Consulting is obligated to maintain complete confidentiality regarding all business matters made known to them, in particular business and company secrets, as well as any information regarding the type, scope of operations and practical activities of the client.
 
8.2 Furthermore, Sokrates Consulting is obliged to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to its attention in connection with the creation of the work, in particular regarding the data of the client's clients.
 
8.3 Socrates Consulting is released from the duty of confidentiality in respect of any agents and representatives it uses. However, it must impose the duty of confidentiality on them in full and is liable for any breach of the duty of confidentiality by them as if it were its own.
 
8.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed obligations to testify.
 
8.5 Sokrates Consulting is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client warrants to Sokrates Consulting that all necessary measures for this purpose have been taken, in particular those within the meaning of the Data Protection Act, such as declarations of consent from the persons concerned.
 
9. Fees
9.1 After completion of the agreed work, Sokrates Consulting shall receive a fee as agreed between the client and Sokrates Consulting. Sokrates Consulting is entitled to submit interim invoices in line with the progress of the work and to demand payments on account in line with the respective progress. The fee is due upon invoicing by Sokrates Consulting. Individual billing/fee agreements can be found in the respective offer or order confirmation that Sokrates Consulting submits to the client in writing.
 
9.2 Sokrates Consulting will issue an invoice entitling the client to deduct input tax, with all the legally required features.
 
9.3 Any cash expenditures, expenses, travel costs, etc. incurred shall be reimbursed by the client to Sokrates Consulting upon submission of the corresponding invoices.
 
9.4 If the work agreed upon is not completed due to reasons on the part of the client, or due to justified premature termination of the contractual relationship by Sokrates Consulting, Sokrates Consulting retains the right to payment of the total agreed fee minus saved expenses. If an hourly fee has been agreed, the fee for the number of hours that would have been expected for the entire agreed work, minus the saved expenses, is to be paid. The saved expenses are agreed at a flat rate of 30 per cent of the fee for those services that Socrates Consulting has not yet provided by the date of termination of the contractual relationship.
 
9.5 In the event of non-payment of interim invoices, Sokrates Consulting is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from the non-payment.
 
10. Electronic invoicing
10.1 Socrates Consulting is entitled to send invoices to the client in electronic form. The client expressly agrees to Socrates Consulting sending invoices in electronic form.
 
11. Duration of the contract
11.1 This contract ends in principle with the completion of the project and the corresponding invoicing.
 
11.2 Notwithstanding the above, the contract may be terminated by either party at any time for good cause without observing a notice period. Good cause is deemed to exist in particular 
- if a contracting party violates essential contractual obligations, or 
- if a contracting party is in default of payment after the opening of insolvency proceedings, or 
- if there are justified concerns regarding the creditworthiness of a contracting party against whom no insolvency proceedings have been opened and who, at the request of Sokrates Consulting, neither makes advance payments nor provides suitable security before Sokrates Consulting performs and the poor financial circumstances of the other contracting party were not known at the time the contract was concluded. 
 
12. Final Clauses
12.1 The contractual parties confirm that all information provided in the contract is true and accurate and they mutually agree to immediately disclose any changes.
 
12.2 Changes to the contract and these terms and conditions must be made in writing; the same applies to any waiver of this formal requirement. There are no verbal side agreements.
 
12.3 This contract is subject to substantive Austrian law, excluding the referral norms of international private law and the UN Sales Convention. The place of performance is the location of the professional establishment of Sokrates Consulting. The court at the location of the Sokrates Consulting company is responsible for disputes.
 
13. Mediation clause
13.1 In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree to consult registered mediators (ZivMediatG) specialising in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the business mediators or on the content, legal action will be taken no earlier than one month after the failure of the negotiations.
 
13.2 In the event of mediation not taking place or being discontinued, Austrian law shall apply in any court proceedings that may be initiated. All necessary expenses incurred as a result of prior mediation, in particular those for legal advisors consulted, may be claimed as ‘pre-litigation costs’ in court or arbitration proceedings, as agreed.