General Terms and Conditions for Management Consulting

1. General principles / scope

1.1 These General Terms and Conditions apply exclusively to all legal transactions between the client and TRAIL ANGELS GMBH. The version valid at the time the contract is concluded is relevant.

1.2 These general terms and conditions also apply to all future contractual relationships, even if this is not expressly stated in additional contracts.

1.3 Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by TRAIL ANGELS GMBH.

1.4 In the event that individual provisions of these General Terms and Conditions are and/or become ineffective, this will not affect the effectiveness of the remaining provisions and the contracts concluded on the basis of them. The invalid provision must be replaced by an effective provision that comes closest to its meaning and economic purpose.

1.5 In the event that TRAIL ANGELS GMBH, as an organizer of package tours, concludes contracts (bookings) within the meaning of the Package Travel Act, the following general terms and conditions apply: https://www.bookyourtrail.com/contents/agb

2. Scope of the consulting assignment/deputy

2.1 The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.

2.2 TRAIL ANGELS GMBH is entitled to have the tasks for which it is responsible carried out in whole or in part by third parties. The third party is paid exclusively by TRAIL ANGELS GMBH itself. There is no direct contractual relationship of any kind between the third party and the client.

2.3 The client undertakes not to enter into any business relationship of any kind with people or companies that TRAIL ANGELS GMBH uses to fulfill its contractual obligations during or until three years after termination of this contractual relationship. In particular, the client will not commission these people and companies to provide the same or similar consulting services that TRAIL ANGELS GMBH also offers.

3. The client’s obligation to provide information / declaration of completeness

3.1 The client ensures that the organizational framework conditions when fulfilling the consulting assignment at his place of business allow work to be carried out as undisturbed as possible and conducive to the rapid progress of the consulting process.

3.2 The client will also inform TRAIL ANGELS GMBH comprehensively about previously carried out and/or ongoing consultations – also in other specialist areas.

3.3 The client ensures that TRAIL ANGELS GMBH is presented with all documents necessary for the fulfillment and execution of the consulting order in a timely manner, even without his special request, and that he is informed of all processes and circumstances that are necessary for the execution of the consulting order meaning are. This also applies to all documents, processes and circumstances that only become known during the consultant’s work.

3.4 The client ensures that its employees and the legally provided and, if necessary, employee representatives (works council) are informed by TRAIL ANGELS GMBH before the activity begins.

4. Securing independence

4.1 The contractual partners commit themselves to mutual loyalty.

4.2 The contractual partners mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of TRAIL ANGELS GMBH from being jeopardized. This applies in particular to offers from the client for employment or to take on orders on their own account.

5. Reporting / reporting obligation

5.1 TRAIL ANGELS GMBH undertakes to report to the client on the work progress of their work, that of its employees and, if necessary, that of commissioned third parties.

5.2 The client receives the final report within a reasonable time, i.e. two to four weeks, depending on the type of consulting assignment, after completion of the assignment.

5.3 TRAIL ANGELS GMBH is exempt from instructions when producing the agreed work and acts at its own discretion and under its own responsibility. TRAIL ANGELS GMBH is not tied to a specific place of work or specific working hours.

6. Protection of intellectual property

6.1 The copyrights to the works created by TRAIL ANGELS GMBH and its employees and commissioned third parties (in particular offers, reports, analyses, reports, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) remain with TRAIL ANGELS GMBH. 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 therefore not entitled to reproduce and/or distribute the work(s) without the express consent of TRAIL ANGELS GMBH. Under no circumstances will TRAIL ANGELS GMBH be liable to third parties as a result of unauthorized reproduction/distribution of the work – in particular for the accuracy of the work.

6.2 If the client violates these provisions, TRAIL ANGELS GMBH entitles TRAIL ANGELS GMBH to immediately terminate the contractual relationship and to assert other legal claims, in particular for injunctive relief and/or compensation.

7. Warranty

7.1 TRAIL ANGELS GMBH is entitled and obliged, regardless of fault, to correct any inaccuracies and defects in its service that become known. He will inform the client of this immediately.

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

8. Liability / compensation

8.1 TRAIL ANGELS GMBH is liable to the client for damages – with the exception of personal injuries – only in the event of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damage caused by third parties called in by the contractor.

8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the perpetrator, but at the latest within three years of the event giving rise to the claim.

8.3 The client must provide proof that the damage was due to the contractor’s fault.

8.4 If TRAIL ANGELS GMBH provides the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, TRAIL ANGELS GMBH assigns these claims to the client. In this case, the client will give priority to these third parties.

9. Confidentiality / data protection

9.1 TRAIL ANGELS GMBH undertakes to maintain absolute secrecy about all business matters of which it becomes aware, in particular business and trade secrets as well as any information that it receives about the nature, scope of operations and practical activities of the client.

9.2 Furthermore, TRAIL ANGELS GMBH undertakes not to disclose to third parties the entire content of the work as well as all information and circumstances that it received in connection with the creation of the work, in particular the data of the client’s clients preserve.

9.3 TRAIL ANGELS GMBH is released from the obligation of confidentiality towards any assistants and representatives he uses. However, he must completely transfer the obligation of confidentiality to them and is liable for their violation of the obligation of confidentiality as for his own violation.

9.4 The obligation of confidentiality extends indefinitely even after the end of this contractual relationship. Exceptions exist in the case of legally required statements.

9.5 TRAIL ANGELS GMBH is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures have been taken, particularly those within the meaning of the Data Protection Act, such as declarations of consent from those affected.

10. Fee

10.1 After completion of the agreed work, TRAIL ANGELS GMBH receives a fee in accordance with the agreement between the client and TRAIL ANGELS GMBH. TRAIL ANGELS GMBH is entitled to issue interim invoices based on the progress of the work and to request advance payments corresponding to the respective progress. The fee is due upon receipt of the invoice by the contractor.

10.2 TRAIL ANGELS GMBH will issue an invoice that entitles you to deduct input tax and contains all the legally required features.

10.3 Any cash outlays, expenses, travel costs, etc. must be additionally reimbursed by the client against the invoice of TRAIL ANGELS GMBH.

10.4 If the agreed work is not carried out for reasons on the part of the client or due to a justified early termination of the contractual relationship by TRAIL ANGELS GMBH, TRAIL ANGELS GMBH retains the right to payment of the entire agreed fee less any savings Expenditure. If an hourly fee is agreed, the fee is to be paid for the number of hours that were expected for the entire agreed work, less the saved expenses. The expenses saved are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the day the contractual relationship is terminated.

10.5 In the event of non-payment of interim invoices, TRAIL ANGELS GMBH is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.

11. Electronic invoicing

11.1 TRAIL ANGELS GMBH is entitled to send invoices to the client in electronic form. The client expressly agrees to TRAIL ANGELS GMBH sending invoices in electronic form.

12. Duration of the contract

12.1 This contract generally ends with the completion of the project.

12.2 Regardless, the contract can be terminated at any time for important reasons by either party without observing a notice period. In particular,

is to be regarded as an important reason

– 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 legitimate concerns about the creditworthiness of a contractual partner for whom no insolvency proceedings have been opened and At the request of the contractor, the latter neither makes advance payments nor provides suitable security before the contractor’s performance and the poor financial circumstances were not known to the other contractual partner when the contract was concluded.

13. Final provisions

13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to immediately notify each other of any changes.

13.2 Changes to the contract and these General Terms and Conditions must be made in writing; also a departure from this formal requirement. There are no verbal side agreements.

13.3 Substantive Austrian law applies to this contract (as of March 2018), excluding the reference norms of international private law. The place of performance is the place of business of TRAIL ANGELS GMBH – place of jurisdiction Klagenfurt am Wörthersee. The requirements for asserting warranty claims are regulated in the ARB 1992 of Trail Angels GmbH under points 5 and 6.