BytePeak Consulting GmbH

As of February 15, 2025

1. General principles / Scope

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and the contractor (management consultant) – hereinafter referred to as the contractor. The version valid at the time of conclusion of the contract shall be decisive.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referred to in supplementary agreements.

1.3 Any conflicting general terms and conditions of the client shall be invalid unless expressly recognized in writing by the contractor.

1.4 Should individual provisions of these General Terms and Conditions be 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 closest 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 agreed upon in writing on a case-by-case basis.

2.2 The contractor is entitled to have the tasks assigned to him/her performed in whole or in part by third parties, provided that the client has been informed thereof. Payment to the third party shall be made exclusively by the contractor. No direct contractual relationship of any kind shall arise between the third party and the client.

2.3 The client undertakes not to enter into any business relationship of any kind with persons or companies used by the contractor to fulfill its contractual obligations during and until one year after the termination of this contractual relationship. In particular, the client shall not commission these persons and companies to provide consulting services that are the same or similar to those offered by the contractor.

3. Duty of disclosure of the client / Declaration of completeness

3.1 The client shall ensure that the organizational conditions at its place of business allow the consulting services to be performed with as little disruption as possible and in a manner conducive to the rapid progress of the consulting process.

3.2 The client shall also inform the contractor comprehensively about any previous and/or ongoing consulting services, including those in other specialist areas.

3.3 The client shall ensure that the contractor is provided with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, even without being specifically requested to do so, and that the contractor is informed of all processes and circumstances that are relevant to the execution of the consulting assignment. This also applies to all documents, processes, and circumstances that only become known during the consultant’s work.

3.4 The client shall ensure that its employees and the legally required and, if applicable, established employee representation (works council) are informed by the contractor before the latter commences work.

4. Ensuring independence

4.1 The contracting parties undertake to maintain mutual loyalty.

4.2 The contracting parties undertake to take all appropriate precautions to prevent any threat to the independence of the commissioned third parties and employees of the contractor. This applies in particular to offers made by the client for employment or the acceptance of orders on its own account.

5. Reporting / reporting obligation

5.1 The contractor undertakes to report to the client on its work, that of its employees and, if applicable, that of commissioned third parties in accordance with the progress of the work.

5.2 The client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the nature and scope of the consulting assignment, after completion of the assignment.

5.3 The contractor is free to act at his/her own discretion and on his/her own responsibility in the production of the agreed work. He/she is not bound to a specific place of work or working hours.

6. Protection of intellectual property

6.1 The copyrights to the work created by the contractor and his/her employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the contractor, unless otherwise agreed. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. The client is not entitled to reproduce and/or distribute the work(s) without the express consent of the contractor. Under no circumstances shall the contractor be liable to third parties for any unauthorized reproduction/distribution of the work, in particular for the accuracy of the work.

6.2 Any breach of these provisions by the client entitles the contractor to immediately terminate the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 The contractor is entitled and obliged, regardless of fault, to remedy any inaccuracies and defects in its performance that become known within the scope of the statutory warranty. It shall inform the client thereof without delay.

7.2 This claim of the client expires six months after the respective service has been rendered.

8. Liability / Compensation

8.1 The contractor shall be liable to the client for damages – except for personal injury – only in cases of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damages caused by third parties engaged by the contractor.

8.2 Claims for damages by the client may only be asserted in court 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.

8.3 The client must provide evidence that the damage is attributable to the contractor.

8.4 If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this connection, the contractor shall assign these claims to the client. In this case, the client shall primarily hold these third parties liable.

9. Confidentiality / Data protection

9.1 The contractor undertakes to maintain absolute secrecy regarding all business matters that come to his/her knowledge, in particular business and trade secrets and any information he/she receives about the nature, scope of operations, and practical activities of the client.

9.2 Furthermore, the contractor undertakes to maintain confidentiality towards third parties regarding the entire content of the work and all information and circumstances that have come to his/her knowledge in connection with the creation of the work, in particular the data of the client’s customers.

9.3 The contractor is released from the duty of confidentiality vis-à-vis any assistants and representatives whom he/she employs. However, he/she must impose the duty of confidentiality on them in full and shall be liable for any breach of the duty of confidentiality on their part as for his/her own breach.

9.4 The confidentiality obligation shall continue to apply indefinitely beyond the end of this contractual relationship. Exceptions shall be made in the event of statutory obligations to disclose information.

9.5 The contractor is entitled to process personal data entrusted to him/her within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent from the persons concerned.

10. Fee

10.1 Upon completion of the agreed work, the contractor shall receive a fee in accordance with the agreement between the client and the contractor. Unless otherwise agreed, the contractor is entitled to issue interim invoices in accordance with the progress of the work and to demand advance payments corresponding to the respective progress. The fee shall be due upon presentation of an invoice by the contractor.

10.2 The contractor shall issue an invoice with all the details required by law, which shall entitle the client to deduct input tax.

10.3 Any cash outlays, expenses, travel costs, etc. shall be reimbursed by the client in addition to the contractor’s invoice. The official mileage allowance shall be charged for car journeys.

10.4 If the agreed work is not performed for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor shall retain the right to payment of the entire agreed fee less any expenses saved. In the event that an hourly fee has been agreed, the fee for the number of hours that would have been expected for the entire agreed work shall be paid, less any expenses saved. The expenses saved shall be agreed as a lump sum of 30 percent of the fee for those services that the contractor has not yet rendered by the date of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, the contractor 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 The contractor is entitled to send invoices to the client in electronic form. The client expressly agrees to the contractor sending invoices in electronic form.

12. Term of the contract

12.1 This contract shall generally end upon completion of the project and the corresponding invoicing.

12.2 Notwithstanding this, the contract may be terminated at any time by either party for good cause without notice. Good cause shall include, in particular,

– if one party breaches essential contractual obligations, or

– if one of the parties defaults on payment after the opening of insolvency proceedings, or

– if there are justified concerns about the creditworthiness of a contracting party against whom no insolvency proceedings have been opened and who, at the request of the contractor, neither makes advance payments nor provides suitable security prior to the contractor’s performance and the poor financial circumstances of the other contracting party were not known at the time the contract was concluded.

13. Final provisions

13.1 The contracting parties confirm that all information provided in the contract is accurate and truthful and undertake to notify each other immediately of any changes.

13.2 Amendments to the contract and these General Terms and Conditions must be made in writing; the same applies to any waiver of this formal requirement. Verbal side agreements do not exist.

13.3 This contract is governed by Austrian substantive law, excluding the referral provisions of international private law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of business of the contractor. The court at the place of business of the contractor shall have exclusive jurisdiction over any disputes.

Mediation clause:

(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree to consult mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice for the out-of-court settlement of the dispute. If no agreement can be reached on the selection of the business mediators or on the content, legal action shall be taken at the earliest one month after the failure of the negotiations.

(2) In the event of mediation not being successful or being discontinued, Austrian law shall apply in any legal proceedings that may be initiated.

All necessary expenses incurred as a result of prior mediation, in particular those for legal advisors, may be claimed as “pre-trial costs” in court or arbitration proceedings, as agreed.