1. These are the General Terms and Conditions (AGB) for collaboration with Praxis Unternehmensberatung Managementsysteme und Wirtschaftstrainings GmbH and Praxis Unternehmensberatung Roland Kanz (Seyring) and their subcontractors. Supplementary agreements to these arrangements and information of any kind are accepted as binding by us only if they have been confirmed in writing in proper company form by management. Verbal agreements and information are to be regarded as non-binding.
2. The activity of any consulting company is primarily an advisory and supporting activity. Therefore, unless agreed in writing, no responsibility can be assumed for a particular economic outcome. The assessment of business expediency and economic viability and the decision regarding the entrepreneurial implementation of the consulting result rest solely with the client. A consulting company is therefore not liable for losses arising from corresponding capital investments by the client. Furthermore, we are not obliged to identify internal deficiencies or wrong decisions of the client that do not directly form the subject matter of the consulting or audit activity. The assignment therefore also does not extend to uncovering accounting fraud or other irregularities. Our company is not obliged, after completion of our assignment, to draw attention to changes from the conditions that existed at the time of assignment or execution.
3. Agreed assignments are irrevocable. Written assignments are issued with the customer's signature. If the customer makes changes, these are accepted only if confirmed by us within one week. If the assignment is placed verbally, we send an order confirmation, which is legally binding unless a written notice of error in the order confirmation is given within 3 days. For renewal assignments, the announcement of new dates or consent to begin additional activities also counts as assignment issuance at the previous daily rates, if daily rates were agreed or offered and no other arrangement was made for the specific project. Verbal assurances by our distribution partners and consultants apply only when confirmed in writing by our management, if they deviate from or merely supplement the agreement.
4. The scope of services is defined precisely as part of the project assignment. Extensions are not part of the assignment; in this case a separate assignment is generally required. Should a project extension nonetheless take place or an additional project be carried out, and this has not been agreed in writing (for whatever reasons), we are entitled to invoice this additional effort, applying the agreed daily fees or, in the case of flat-rate billing, the fee guidelines of the professional association for management consulting.
5. We reserve the right to refuse or interrupt assignments at any time without giving reasons. Likewise, we are entitled to issue interim invoices and interrupt the project if agreed deadlines are not met by you, agreed contributions are not provided, or if doubts arise regarding your creditworthiness (e.g. KSV rating worse than 350). If the KSV rating drops to 450 or worse at the time of assignment or thereafter, we are entitled to require advance payments of 30 % of project costs from you before commencement, payable promptly. Once 20 % of project work has been delivered, you pay the next 20 % in advance, and so on. If shifts occur due to your fault, further payments fall due at the time when project progress would normally be planned and would normally take place. For projects with a success guarantee, you may, at your own cost, request a bank guarantee from us in the amount of the advance payments made. Should these advance payments or interim invoices not be settled promptly, the cancellation rules described below apply; for projects already started, the fee guidelines of the professional association for management consulting and data processing may also apply. In particular, our company may make its performance dependent on full satisfaction of its fee claims. Objections by your company to our work do not entitle you to withhold the compensation owed to us.
6. Our company is entitled to have the assignment, or parts thereof, carried out by one or more of its own employees, contractors, subcontractors or cooperation partners and to exchange them during the project. The personal participation of specific employees, contractors, subcontractors or cooperation partners must be agreed in writing.
7. The contracting parties mutually undertake to take all measures suitable to prevent any threat to the independence of our employees, contractors, subcontractors or cooperation partners. This applies in particular to offers of employment by the client or to taking on assignments on their own account (see also below).
8. Postponements: Should the start of consulting/training be postponed by you, we are entitled to invoice 20 % of the agreed consulting fee, but at least 3 consulting/training days as a down payment, six months after the assignment has been issued. If you continue to postpone the project start, we are entitled, after the lapse of one year from the assignment plus the customary or agreed project duration, to claim the entire agreed fee (flat sum or customary cost on a time basis) immediately. Should it become impossible for our company to provide the agreed service after the assignment has been issued for reasons attributable to you, or should you reject our service provision (= cancellation), our company may immediately claim the entire agreed fee (flat sum or customary cost on a time basis), regardless of whether costs are saved through non-execution. These rules apply irrespective of whether the project has already begun, and regardless of the per-day cancellation rules set out below. If an assignment is placed conditionally upon a funding commitment, the company undertakes to cooperate in the application. If this cooperation does not take place, Praxis is to be put in the same position as if the condition had been fulfilled and the project cancelled by the client.
9. Consulting is a service whose timing and scheduling depend strongly on the client's cooperation. To enable the agreed framework to be maintained, the client must ensure the following prerequisites:
a) You inform employees and training participants, as well as any works council, in good time before the consulting starts, in a motivating manner about the goals, dates and organisational procedure. You also instruct employees to provide the consultant with all required information truthfully and in full and in good time.
b) The relationship of trust between the client and our company requires our consultants to be comprehensively informed about previously conducted and ongoing consulting projects — including in other specialist fields.
c) The consultant and/or training leader receives your support for preparing and carrying out all agreed and necessary measures, so that optimal success is ensured. The client undertakes to create the organisational conditions that allow work to be as undisturbed as possible and conducive to rapid project progress. Active cooperation by the client is deemed agreed in this context.
d) For projects such as ISO 9000, where success-based billing is agreed, it is agreed that our consultants contribute the methodological know-how and that this methodology is accepted by your company as such. Unless otherwise agreed, the visual design follows our guidelines. This concerns both the content structure of a management system and the choice of procedures for implementing the requirements of the underlying standard. Expenses for designing or redesigning graphics that are not required to obtain certification will only be invoiced by us against an additional fee. In this context, your employees are not entitled to unilaterally omit a measure that our consultant deems necessary for achieving success (e.g. certification). Once our consultant has completed and reviewed the documentation, your company is obliged to sign it in good time (release), distribute it according to our consultant's specifications and send it to the certification body. For management systems audited by a certification body, billing — where success-based — takes place at the time the certification body confirms certification. Should more general wording (e.g. "upon certification") appear in correspondence, that point in time applies and not the date of certificate issuance, which may follow several weeks later.
e) Management involvement: in some project phases, the agreed success can only be achieved if top management — where this has been agreed or where the consultant deems it necessary — is present and actively supports the consulting. Only this ensures that the project takes the desired course in terms of content and timing. This point is a prerequisite for keeping within the proposed cost framework or the agreed flat sum.
f) The client ensures that, even without specific request, all documents and information required for the fulfilment and execution of the consulting assignment are presented to the consultant in good time, and that the consultant is informed of all transactions and circumstances of significance for the execution of the assignment. This also applies to all documents, transactions and circumstances that only become known during the consultant's activity.
g) Handling resistance and conflict: management must support the cause so that employees view the project positively or at least neutrally. Active management cooperation prevents resistance, misinformation or information withholding from impeding project progress. Resistance is particularly to be expected where the formalisation of tasks and responsibilities limits competencies. If incorrect or missing information leads to additional consulting time, this may be invoiced on top of the agreed cost framework.
h) Time management: at the start of consulting, a rough plan is drawn up and a detailed schedule is created for the next steps. The company must ensure that the required persons are present at the planned times and are not occupied with other tasks. If it is agreed that the company will complete analysis, recording or implementation activities by a certain time, these must indeed be completed by that time. The same applies to the provision of documents. If the consultant arrives at the company on the agreed follow-up date and cannot continue work because the required people or documents are not available, he will try to use the time for other project-related activities. However, if additional time is required, this will be invoiced to the client even under flat-rate agreements at the hourly rate of the professional association for management consulting and data processing. If no other activities can be carried out, the consultant is entitled to invoice the entire reserved time. At the client's request, the consultant will in this case attempt to use the time as meaningfully as possible.
i) Consulting reports are produced only if agreed in the assignment or required by a funding body. Otherwise it is assumed that our customer takes their own minutes of the content during meetings.
j) The client is obliged to ensure that the documents prepared as part of the consulting assignment are used only for the purposes of the assignment. In particular, the disclosure of professional statements (expert opinions, calculations, analyses, organisation charts, programs, etc.) by our consultants to third parties requires the written consent of our company's management. This does not establish any liability of our company towards third parties. Likewise, the use of professional statements by our company towards customers for advertising purposes or in dealings with suppliers, creditors and potential creditors is not permitted.
10. For trainings, you cover the costs of and bookings for the venue. A flip chart with paper (25 sheets per training day) and ten markers (for group exercises), a projector, a flip chart with sufficient paper and markers, writing materials and beverages for the participants are required.
a) For workshops and trainings an absolute "off-site / focus" atmosphere is required; participants should not leave the room, receive or make calls in between, or be called out of the training.
b) If management participates in events, the trainer must be informed in advance whether participation in the various exercises is intended. In any case it must be ensured that the trainer and the participants are not prevented by dominant management behaviour from achieving the training goals. Management undertakes, when participating as a training participant, to discuss differing views on content and methodology exclusively one-on-one with the trainer and not to criticise the trainer in front of the group.
c) Should agreed training days have to be postponed by us in time or location for compelling reasons, we will notify you immediately. If possible, another trainer of our company will conduct the training. Any further claims of any kind are excluded.
d) For open seminars, registration is binding if no objection is raised against the order confirmation sent within 3 days.
11. For series assignments, it is expressly agreed that you will notify us immediately of any negative feedback from your company so that we can take measures. Dissatisfaction with one part of the assignment does not entitle you to cancel the following parts.
12. Billing: Either a flat fee is invoiced, with the customer bearing accommodation costs (room with shower and toilet plus breakfast), or a daily fee is agreed; this applies in any case at minimum per half-day, plus mileage and accommodation, and for trainings plus catering. Prices cover only the costs of the consultant/trainer; additional costs (copying, translator fees, data entry, courier services, etc.) are invoiced separately based on actual effort. Unless otherwise agreed, the times for meetings, analyses, training preparation, follow-up and the creation of documentation are invoiced for trainings. Should a project be interrupted or terminated (whether by us or by the client), we are entitled — at our choice — to invoice the work performed so far either as a proportional percentage of the flat fee (taking into account a base amount for our know-how, the content delivered and the share by which know-how has already been transferred) or on the basis of time spent (per the guidelines of the professional association for management consulting), unless other rules (e.g. cancellations as above) apply. You accept invoices being sent by e-mail.
13. The prices and conditions that apply are those agreed in writing in the course of the assignment or sent by us as an order confirmation by fax. If assignments (compared to the offer) or order confirmations from our customers contain deviating conditions or content, these only apply if they or a copy thereof have been signed and returned or faxed by us.
14. Invoices are issued promptly after execution; for larger assignments as partial invoices. All costs and expenses incurred up to that point are billed, even if they relate to a subsequent part. Prompt payment without deduction and bearing of transfer charges are always agreed; for international transfers the client bears all costs. Should regional taxes or duties be withheld in connection with export assignments, the client is obliged either to bear these additionally or to bear all costs of legal advice and support so that the agreed amount actually arrives in our account.
15. Should agreed dates not be met by your company, we will try to fill the dates otherwise. If this is successful, no fee costs will accrue to you and a new date will be agreed. If unsuccessful, we will invoice the agreed fee. For consulting where a flat fee was agreed, this corresponds to at least one daily rate per the guidelines of the professional association for management consulting and data processing, plus incurred travel expenses. For open trainings, cancellations within 6 weeks before the start are charged at 50 %, within 3 weeks before the start at 100 %, and 100 % for already-postponed dates. For cancellations of entire projects or project parts, the rule in point 8 (see above) applies.
16. Should a success fee be agreed for consulting (e.g. for ISO 9000 preparation), it is agreed that the company implements the consultant's specifications which the consultant communicates in writing (e.g. for measurement-equipment monitoring, see also above) and releases documents on the consultant's instructions. If this is not the case and this is the reason why certification is not possible or success has not occurred (e.g. an audit cannot take place or a certificate cannot be issued because documents have not been released or have been provided with handwritten notes), we are nevertheless entitled to invoice the fee.
17. Liability exclusion regarding subsidies: if the offer was based on a calculation that includes a subsidy, we are happy to inform you, but assume no liability for you actually receiving this subsidy unless liability is expressly specified in writing in the assignment.
18. Complaints regarding invoices are recognised by us only within 10 days from the invoice date and must be made in writing stating the alleged defects. The undisputed amount must in any case be transferred immediately; otherwise we are entitled to invoice costs and interest for this (see below).
19. Defect remediation: the client is obliged to notify our company's management (no one else) in writing of any defects noticed and to allow them to be remedied. Our company is entitled and obliged to remedy inaccuracies and defects in consulting performance that subsequently come to light. This claim of the client expires six months after the disputed service has been provided. Damage compensation for non-performance cannot be asserted in lieu of warranty claims. During remediation, the client has the same duty to cooperate as for the original assignment. If the client did not monitor project progress or did not promptly report the defect and extensive rework therefore became necessary, or if remediation involves the client now requiring more detailed consulting services than originally agreed in order to achieve their goal, we are entitled to invoice the additional effort.
20. We have the right at any time to assign claims to third parties.
21. Bank transfer to our account is agreed as the method of payment. In the case of cheque payments, we are entitled to invoice the cashing effort at a flat rate of € 730.
22. Payments are always made promptly upon receipt of invoice without deduction.
23. In the case of payment delays, reminder and collection costs as well as default interest are invoiced. Should further action be required in the event of default, you bear all our reminder costs, all costs incurred by us in pursuing our claims (including internal costs), expenses, cash disbursements (under whatever title), and all pre-litigation costs, in particular those arising from engaging a collection agency or attorney. For default, interest of 1.5 % per month from the due date is agreed; the interest is added monthly and the following month is calculated from the increased capital base. Incoming payments are first applied to interest and expenses and lastly to the pure invoice amounts, even if the payment slip indicates otherwise. In the case of payment delays (without written complaint within the deadline), you will receive a written or telephone reminder. In the event of insolvency of your company, we are entitled, in respect of open claims, to otherwise utilise knowledge, data and information obtained about your company and to pass it on to third parties of any kind, for consideration or free of charge.
24. Our consultants and trainers do not have any collection authority; invoicing takes place exclusively via us, and payment is made exclusively by transfer to our official company account or by personal collection by the managing director, unless otherwise agreed in writing.
25. Copyright and ancillary rights
a) The subject matter consists of all written documents, insofar as they arise, are created, transferred or made available in the course of the assignment; both as complete works and services and in their parts. Regardless of whether these documents constitute an "independent creation" and thus establish copyright, it is expressly agreed that an ancillary right (Leistungsschutzrecht) exists in each case, since their creation is associated with substantial investment by our company. We hold the exclusive and unrestricted right of use to all documents. When we engage consultants and trainers for these services, we receive from them in advance the exclusive and unrestricted right of use — unrestrictedly transferable — for all existing and future forms of reproduction and use, as well as the right to make any changes thereto.
b) Consulting documents (documents for consulting projects, consulting reports, evaluations, documents for management systems — in particular process descriptions for ISO 9000, SCC, ISO 16949 or ISO 14000 projects as well as workplace assessments), service descriptions, calculation systems and programs (even if programmed or improved by your personnel) are our intellectual property. Our customer receives a restricted right of use for use within their company for the intended purpose, with respect to known and future modes of use, initially limited in time to one month after the invoice date. This right of use is restrictedly transferable: for management systems, within the defined scope and the defined sites; for trainings related to consulting, for the defined participant groups or company areas. Upon full payment of the invoice, this right of use is extended for an indefinite period and can only expire if the customer breaches a contractual agreement with us (example: directly engaging in the future a consultant we deployed without going through our company). However, an unrestricted right of distribution is in no case acquired: the documents may not be used without the written authorisation of our management to introduce similar management systems at another company, regardless of whether the service is provided for consideration or free of charge, neither at affiliated companies nor at third-party companies. In any case, our company is entitled — regardless of fault — to a payment of half of the applicable consulting fee for the breach, with at least € 15,000 deemed agreed as a flat sum. If the documents are used after insolvency (composition, bankruptcy) and we did not receive the full preparation fee in the course of the insolvency, we receive, after the conclusion of the composition or compulsory composition, a fee of € 15,000 + € 2,000 per year for our usage rights. Until full payment, you, as customer, lose all rights of use. When a project has been completed and the invoice issued, from a point in time two weeks after project end, no documents from the completed project may be handed over to one of our consultants without a written follow-up project and without written company approval by our management (not even to the consultant who served you, not even on loan, not even by enabling access to stored data); otherwise negligence and copyright infringement in the sense set out above is to be assumed.
c) The content of training documents (incl. copies of flip charts) and notes (even if created, programmed or improved by your personnel) is our intellectual property. Our customer receives a restricted right of use for use within their company for the intended purpose. Reproductions are permitted only within the legal scope for the participant's own use as well as for the immediate supervisor and management. It is expressly noted: the right of use does not include the possibility of making longer passages (e.g. entire pages or full presentations) available to the public as a quotation, with internal company training to be regarded as the public for this purpose. This right of use initially applies until one month after the invoice date. Upon full payment of the invoice, this right of use is extended for an indefinite period and can only expire if the customer breaches a contractual agreement with us (example: copying the whole or a part and using it for internal company trainings). However, an unrestricted right of distribution is in no case acquired, regardless of whether distribution is for consideration or free of charge, not even to companies in the corporate group or to third-party companies. In any case, our company is entitled — regardless of fault — to a payment of double the applicable training fee per participant for the breach, with at least € 4,000.00 per trainer day deemed agreed as a flat sum. If the documents are used after insolvency (composition, bankruptcy) and we did not receive the full preparation fee in the course of the insolvency, we receive, after the conclusion of the composition or compulsory composition, a usage fee of initially half the training fee plus € 3,000.00 per year for our usage rights. When a training has been completed and the invoice issued, from a point in time two weeks after project end, no documents from the completed project may be handed over to one of our trainers or consultants without a written follow-up project and without written company approval by our management (not even to the trainer who served you, not even on loan, not even by enabling access to stored data).
26. Reference: every company acting under the Praxis name within our cooperation framework is entitled to cite the assignment in writing or verbally as a reference once a part of an assignment has been completed. You undertake to provide truthful information. It is also agreed that you will not provide reference information when a former consultant of our company acquires assignments on their own account or on behalf of third parties and names your project as a reference.
27. Liability: it is agreed that damage compensation claims of any kind against the consulting company are excluded, except in cases of intent. This also applies to violations of obligations by our employees, contractors, subcontractors or cooperation partners. The damage compensation claim can be asserted in court only within six months after the entitled party gains knowledge, but at the latest three years after the event giving rise to the claim. If the activity is carried out by engaging a third-party company, an attorney, a civil engineering office or technical office, an accounting firm, an IT company, or a subcontractor, then warranty and liability claims arising under the law and the third party's terms are deemed assigned to the client, so that they may be asserted by you only directly against the third party. Our company is liable here only for fault in the selection of this third party.
28. NON-POACHING CLAUSE: You undertake to book all consultants/trainers we deploy and who are working for us at the time — whether our own or engaged on subcontract — exclusively through our company or another Praxis company (within our cooperation) during the term of this agreement and for three years after the end of the assignment (date of invoicing; if not available: date of assignment), and not to recruit them for your company or other companies or employ them as employees (even if the consultant has temporarily not been working for us). Otherwise, a contractual penalty in the amount of the fee for projects not booked through us, plus a 50 % penalty, at minimum six months' income of the recruited consultant/trainer plus all related costs (detective, legal advice, etc.), is deemed binding and will be invoiced by us.
29. These conditions take precedence over any general purchasing conditions.
30. The Commercial Court of Vienna is agreed as the court of jurisdiction. Praxis is, however, entitled to choose any other location in Austria as the place of jurisdiction if this is legally permissible and feasible.
31. Austrian law is agreed as applicable.
32. Should individual provisions of these Terms and Conditions become invalid, this does not affect the validity of the remaining provisions. The contracting parties undertake to replace the invalid agreement with a valid one that comes as close as possible to the intent of the invalid provision. Likewise, gaps are to be filled in accordingly.