TERMS AND CONDITIONS
1. General Principles / Scope of Application
1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply exclusively to all legal transactions between the Client and the Contractor (KiBiS Work-Life Management GmbH/Consulting, hereinafter referred to as "KiBiS"). The version of these GTC valid at the time of contract conclusion is applicable.
1.2 These General Terms and Conditions also apply to all future contractual relationships, even if not explicitly referenced in supplementary agreements.
1.3 Conflicting terms and conditions of the Client are invalid unless expressly acknowledged in writing by the Contractor (KiBiS).
1.4 Should individual provisions of these GTC be or become invalid, this does not affect the validity of the remaining provisions or the contracts concluded under these GTC. The invalid provision shall be replaced by a valid one that comes closest to the economic intent of the original.
2. Scope of the Consulting Assignment / Non-Compete Clause
2.1 The scope of a specific consulting assignment is contractually agreed upon on a case-by-case basis.
2.2 The Contractor (KiBiS) is entitled to subcontract its obligations, in whole or in part, to third parties. Payment for these third parties will be exclusively made by the Contractor (KiBiS). No contractual relationship whatsoever arises between the third party and the Client.
2.3 The Contractor may replace the agreed trainer/auditor with an equivalent trainer/auditor in case of their inability to attend, without the Client being entitled to any claims.
2.4 The Client undertakes not to establish any business relationship of any kind with persons or companies used by the Contractor (KiBiS) to fulfill its contractual obligations (Point 2.2) during and for three years after the termination of this contract. The Client will not engage these persons or companies for similar consulting services offered by the Contractor (KiBiS).
3. Client’s Duty to Cooperate and Provide Information / Declaration of Completeness
3.1 The Client ensures that the organizational conditions at their business premises allow for the Consultant's work to proceed smoothly and without disturbances.
3.2 The Client will comprehensively inform the Contractor (KiBiS) about any previously conducted or ongoing consultations, including those in other areas of expertise.
3.3 The Client will provide the Contractor (KiBiS) with all necessary documents required for the fulfillment and execution of the consulting assignment in a timely manner, without special request. The Client will also inform the Contractor of all processes and circumstances relevant to the execution of the assignment. This also applies to documents, processes, and circumstances that become known during the Consultant's work.
3.4 The Client ensures that their employees and any legally required or established employee representatives (e.g., works council) are informed about the Contractor's (KiBiS) involvement prior to its commencement.
4. Loyalty and Safeguarding Independence
4.1 The contracting parties commit to mutual loyalty.
4.2 The contracting parties undertake to take all measures to prevent any threats to the independence of the third parties and employees employed by the Contractor (KiBiS). This particularly applies to offers of employment or assignments on the Client's behalf.
5. Reporting / Obligation to Report
5.1 The Contractor (KiBiS) undertakes to provide progress reports on its work, its employees' work, and, where applicable, the work of third parties, in line with the progress of the assignment.
5.2 The Client will receive a final report within a reasonable time, typically two to four weeks, depending on the type of consulting assignment, after its completion.
5.3 The Contractor (KiBiS) is free from instructions in the provision of its contractual services, acts at its discretion, and bears full responsibility. It is not bound to any specific work location or working hours.
6. Protection of Intellectual Property
6.1 The copyright and all usage rights, as well as other intellectual property rights, to works and content created by the Contractor (KiBiS), its employees, or third parties (such as proposals, reports, analyses, assessments, organizational plans, programs, service descriptions, designs, calculations, drawings, data carriers, etc.), remain with the Contractor (KiBiS). The Client is only entitled to use these works for the purposes covered by the contract. The Client is not permitted to reproduce, publish, or distribute the work(s) or their content in whole or in part without the express consent of the Contractor (KiBiS). The Client is liable for all consequences of unauthorized use of works and their content.
6.2 A breach of these provisions by the Client entitles the Contractor (KiBiS) to immediately terminate the contract and assert all legal claims, particularly for injunctive relief and/or damages.
7. Warranty
7.1 The Contractor (KiBiS) is liable for defects in the performance of its services under statutory warranty provisions.
7.2 The Client's warranty claim expires six months after the respective service has been rendered.
8. Liability / Compensation for Damages
8.1 The Contractor (KiBiS) is liable to the Client for damages—except for personal injury—only in cases of gross negligence (intent or gross negligence). This also applies to damages caused by third parties engaged by the Contractor.
8.2 The Client's claims for damages must be made within six months of becoming aware of the damage and the party responsible, and no later than three years after the event giving rise to the claim.
8.3 The Client bears the burden of proof that the damage was caused by the Contractor’s fault.
8.4 If the Contractor (KiBiS) provides its contractual services with the assistance of third parties, and warranty and/or liability claims arise in connection with these third parties, the Contractor (KiBiS) will assign these claims to the Client. In this case, the Client must first seek redress from these third parties.
9. Mediation Procedure
9.1 In the event of disputes arising from this contract that cannot be resolved amicably, the parties agree to involve registered mediators (ZivMediatG) specializing in business mediation from the Ministry of Justice’s list for extrajudicial conflict resolution. If there is no agreement on the selection of mediators or the content, legal action may be initiated no earlier than three months after the failure of negotiations.
9.2 Any necessary expenses incurred during prior mediation, including those for a legal advisor, can be claimed as "pre-litigation costs" in a court or arbitration proceeding by agreement.
10. Confidentiality / Data Protection
10.1 The Contractor (KiBiS) commits to absolute confidentiality regarding all business matters, particularly trade and business secrets, as well as any information it becomes aware of concerning the nature, scope, and practical operations of the Client's business.
10.2 The Contractor (KiBiS) also undertakes to maintain confidentiality regarding all content of the contractual services, as well as all information and circumstances disclosed in connection with the fulfillment of the contract, particularly client data of the Client.
10.3 The Contractor (KiBiS) is released from the obligation of confidentiality concerning any assistants or representatives it employs. However, the Contractor must fully impose the confidentiality obligation on them and is liable for any breaches of confidentiality by these parties as if it had committed the breach itself.
10.4 The obligation of confidentiality extends indefinitely beyond the termination of this contract. Exceptions apply only to legally mandated disclosures.
10.5 The Contractor (KiBiS) is authorized to process personal data entrusted to it within the scope of the contract. The Client warrants that it has taken all necessary measures, particularly under data protection laws, to ensure that such processing is lawful.
11. Fees
11.1 Upon completion of the contractual services, the Contractor (KiBiS) is entitled to receive a fee according to the agreement between the Client and the Contractor. The Contractor (KiBiS) is entitled to issue interim invoices in line with the progress of the work and request corresponding advances. The fee must be paid by the Client within 30 days of receipt of the invoice. If the Client fails to pay on time, the outstanding amounts will accrue interest from the due date at a rate of 9 percentage points above the base interest rate. Additional claims arising from delayed payments remain unaffected.
11.2 Any cash expenses, costs, travel expenses, etc., will be reimbursed to the Contractor (KiBiS) by the Client upon invoicing.
11.3 If the contractual services are not performed due to reasons attributable to the Client or due to justified early termination by the Contractor (KiBiS), the Contractor retains the right to full payment of the agreed fee, less any savings in expenses. In the case of an hourly rate agreement, the fee for the expected total number of hours for the entire agreed work is payable, less any saved expenses. Savings are agreed to be 30 percent of the fee for services not yet performed by the Contractor (KiBiS) as of the date of termination.
11.4 In the event of non-payment of interim invoices, the Contractor (KiBiS) is released from its obligation to provide further services. Additional claims arising from non-payment remain unaffected.
12. Electronic Invoicing
12.1 The Contractor (KiBiS) is entitled to send invoices to the Client in electronic form. The Client explicitly agrees to the electronic transmission of invoices by the Contractor (KiBiS).
13. Duration of Contract / Early Termination
13.1 Each contract generally ends upon the completion of the project.
13.2 Notwithstanding this, either party may terminate the contract at any time for good cause without notice. A good cause is particularly if:
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one party violates essential contractual obligations, or
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one party falls into arrears after insolvency proceedings have been opened or an insolvency application has been rejected due to lack of assets.
13.3 If the Contractor (KiBiS) terminates for good cause, it is entitled to full compensation for the agreed fee, less any expenses saved. Point 11.3 applies accordingly.
14. Final Provisions
14.1 The parties confirm that all agreements have been made in full in this contract. No verbal side agreements have been made.
14.2 Changes and amendments to these General Terms and Conditions must be made in writing. This also applies to the waiver of this formal requirement.
14.3 Austrian substantive law applies to this contract, excluding the conflict of laws rules of private international law. The place of performance is the location of the professional office of the Contractor (KiBiS). The court of jurisdiction is the one responsible at the Contractor's professional location.