General Terms and Conditions (GTC)

1. General Principles / Scope

1.1 For all legal transactions in the field of management consultancy – in particular for the services offered in the areas of coaching, HR consulting and workshops – between the client (hereinafter referred to as the “Client”) and the management consultant Mag. Ulrike Howson (hereinafter referred to as the “Consultant”), these General Terms and Conditions (GTC) shall apply exclusively. The version valid at the time of conclusion of the contract shall be decisive, unless otherwise agreed in writing.

1.2 These GTC also apply to all future contractual relationships, even if they are not explicitly referenced in supplementary agreements.

1.3 Conflicting General Terms and Conditions of the Client shall be invalid unless expressly accepted in writing by the Consultant.

1.4 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions or the contracts concluded on their basis. The invalid provision shall be replaced by a valid provision that most closely approximates the intended meaning and economic purpose of the invalid provision.

2. Scope of the Coaching or Consulting Assignment / Substitution

2.1 The Consultant provides her services as a self-employed entrepreneur within the scope of the business license “Management Consultancy including Business Organisation”. Services include, depending on the agreement, in particular coaching, consulting, and workshop services on the agreed topics.

2.2 The scope of a specific assignment shall be contractually agreed on a case-by-case basis.

2.3 The subject of the contract is the provision of the agreed coaching or consulting services. No specific success, in particular economic, personal, or organisational, is owed. The success of the services depends primarily on the active participation and implementation by the Client.

2.4 Coaching services are intended primarily to promote self-efficacy. Within the coaching process, the Consultant supports individuals or teams within the Client’s company in developing independent solutions to their professional challenges.

2.5 The Consultant is entitled to have the tasks assigned to her performed in whole or in part by third parties. Payment to the third party is made solely by the Consultant. No direct contractual relationship of any kind arises between the third party and the Client.

2.6 The Client undertakes not to enter into a direct business relationship with persons or companies deployed by the Consultant to fulfill her contractual obligations during the term of the contract and for twelve months thereafter. In particular, the Client shall not commission these persons or companies for consulting services similar to those of the Consultant.

3. Conclusion and Duration of the Contract

3.1 The contract is concluded by written order confirmation, e-mail confirmation, or by actual use of the service.

3.2 Offers from the Consultant are non-binding and without obligation unless expressly stated as binding.

3.3 Upon conclusion of the contract and acceptance of the offer, these GTC in their valid version are deemed acknowledged and accepted. They apply to the entire business relationship between the parties.

3.4 The contract generally ends upon completion of the project and corresponding invoicing.

3.5 Notwithstanding the foregoing, the contract may be terminated at any time for good cause by either party without notice. Good cause shall include:

if a party materially breaches essential contractual obligations, or

if a party falls into arrears following the initiation of insolvency proceedings, or

if there are justified concerns about the creditworthiness of a party not subject to insolvency proceedings, and this party fails, at the Consultant’s request, to make advance payments or provide adequate security prior to the Consultant’s performance, and the poor financial circumstances of the other party were not known at the time of contract conclusion.

4. Client’s Duty to Inform / Declaration of Completeness

4.1 The Client shall ensure that the organisational framework allows for undisturbed work during the fulfilment of the coaching or consulting assignment.

4.2 The Client shall provide the Consultant with comprehensive information on any prior and/or ongoing consulting – including in other fields – without being specifically requested to do so.

4.3 The Client shall ensure that all documents necessary for the fulfilment of the assignment are provided to the Consultant in a timely manner and that the Consultant is informed of all facts and circumstances relevant to the execution of the assignment, including those becoming known during the Consultant’s work.

4.4 The Client shall ensure that their employees and any legally required and established employee representation (works council) are informed by the Consultant before the start of her work.

5. Ensuring Independence

5.1 The parties undertake mutual loyalty.

5.2 The parties undertake to take all precautions necessary to prevent any impairment of the independence of the Consultant’s engaged third parties and employees. This applies in particular to offers of employment or commissioning work on the Client’s own account.

6. Reporting

6.1 The Consultant shall report to the Client on her work, that of her employees, and, if applicable, any third parties engaged, in accordance with the progress of the assignment.

6.2 The final report shall be provided to the Client within a reasonable period, i.e., two to four weeks, depending on the type of consulting assignment, after completion of the assignment.

6.3 The Consultant shall provide the agreed coaching or consulting services, as well as any tangible deliverables (e.g. templates, concepts, reports), independently, at her own discretion, and without instruction. She is not bound to any specific location or working hours.

7. Intellectual Property Protection

7.1 Copyrights to all documents, offers, concepts, analyses, reports, presentations, programs, drafts, calculations, data carriers, and other materials created by the Consultant, her employees, or engaged third parties remain with the Consultant. The Client is entitled to use these materials during and after the contractual relationship solely for the purposes agreed in the contract. Any transfer, reproduction, or other use beyond the contractual purpose requires the Consultant’s express written consent. The Consultant is not liable to third parties for unauthorized use or dissemination.

7.2 Any violation of these provisions by the Client entitles the Consultant to terminate the contractual relationship immediately and assert other legal claims, in particular for injunctive relief and/or damages.

8. Warranty

8.1 The Consultant is entitled and obliged to correct any errors and defects in her services, regardless of fault, and shall inform the Client without delay.

8.2 The Client’s warranty claim expires six months after the delivery of the respective service.

9. Liability / Compensation for Damages

9.1 The Consultant shall perform her services with the greatest possible care but does not guarantee the achievement of any specific results.

9.2 Participation in any of the Consultant’s services is at the sole responsibility of the Clients and/or Participants and presupposes normal psychological and physical resilience. Consultations, coaching sessions, workshops and similar formats do not replace medical or therapeutic treatment.

9.3 The Consultant shall not be liable – to the extent permitted by law – for indirect or consequential damages, loss of profit, or any other damages arising from the use or implementation of the information or methods provided within the scope of the services.

9.4 The Client bears full responsibility for their own decisions and actions, even if these are related to the services of the Consultant.

9.5 The Consultant shall be liable to the Client for damages – except for personal injury – only in cases of gross negligence or wilful misconduct. This provision shall apply mutatis mutandis to damages caused by third parties engaged by the Consultant.

9.6 Claims for damages by the Client require proof that the damage was demonstrably caused by the fault of the Consultant.

9.7 If the Consultant performs her services with the assistance of third parties and warranty or liability claims exist against such third parties, the Consultant shall assign these claims to the Client. In such cases, the Client shall primarily assert these claims directly against the third parties.

9.8 The limitation period for claims for damages shall be six months from the date the Client becomes aware of the damage and the party causing it, but no later than three years after the event giving rise to the claim.

10. Confidentiality / Data Protection

10.1 The Consultant shall maintain strict confidentiality regarding all business matters that come to her attention, in particular trade and business secrets and any information about the nature, scope, and operations of the Client.

10.2 The Consultant shall also keep all information, documents, and data obtained in connection with the performance of the services, especially those of the Client and their customers, confidential vis-à-vis third parties. This includes all content discussed confidentially in coaching as well as the secure storage of such documents and records to prevent access by unauthorized persons.

10.3 The Consultant is released from the confidentiality obligation concerning any assistants and substitutes she engages but shall impose the confidentiality obligation on them and is liable for their breaches as for her own.

10.4 The confidentiality obligation extends indefinitely beyond the termination of this contract. Exceptions exist in cases of legally mandated disclosure.

10.5. The Consultant is entitled to process entrusted personal data within the scope of the contractual purpose. The Client warrants that all necessary measures, particularly under the General Data Protection Regulation, such as obtaining consent from the data subjects, have been implemented.

11. Fees, Invoicing, and Payment Terms

11.1 Following the provision of the agreed services or delivery of agreed work results, the Consultant shall receive a fee as agreed between the Client and Consultant. The Consultant may issue interim invoices corresponding to the progress of work and request advance payments. Fees are due upon invoicing.

11.2 The Consultant will issue a VAT-compliant invoice containing all legally required details.

11.3 Any cash expenses, travel costs, etc., shall be reimbursed by the Client in addition to the invoice.

11.4 If the agreed services or work results are not provided due to reasons attributable to the Client or due to justified early termination by the Consultant, the Consultant retains the right to payment of the agreed fee minus saved expenses. In the case of an hourly fee, payment is due for the hours expected to complete the agreed service, minus saved expenses. Saved expenses are calculated as 30% of the fee for services not yet rendered by the termination date.

11.5 If interim invoices are not paid, the Consultant is released from her obligation to provide further services. This does not affect claims arising from non-payment.

11.6 Additional travel and accommodation costs may be charged within reasonable limits and by agreement.

11.7 The Consultant is entitled to send invoices electronically. The Client expressly agrees to electronic invoicing.

11.8 Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction.

12. Cancellations, Rescheduling, and Termination

12.1 Individual coaching/consulting appointments can be rescheduled or cancelled free of charge up to 48 hours before the appointment.

12.2 For cancellations within 48 hours or in case of no-show, the Consultant is entitled to charge the full fee.

12.3 Already provided partial services will be invoiced in any case.

12.4 For team events (e.g. coaching, workshops), the specific cancellation conditions outlined in the offer or contract apply.

12.5 If the Consultant cannot attend an appointment, it will not be invoiced and a replacement date will be arranged. The Client has no further claims.

13. Final Provisions

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

13.2 Amendments to the contract and these GTC require written form; this also applies to deviations from this requirement. Oral side agreements do not exist.

13.3 Austrian substantive law shall apply to this contract, excluding the conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. Place of performance is the Consultant’s professional domicile. The competent court is the court at the Consultant’s business location.

The professional association UBIT recommends the following mediation clause as a business-friendly dispute resolution mechanism:

(1) In the event of disputes arising from this contract that cannot be amicably resolved, the parties agree to involve registered mediators (ZivMediatG) specialising in business mediation from the Ministry of Justice list. If no agreement is reached on the choice of mediators or the content, legal proceedings may be initiated at the earliest one month after the failure of negotiations.

(2) In the event of unsuccessful or aborted mediation, Austrian law applies in any court proceedings initiated. All necessary costs incurred prior to mediation, including those for legal advisors, may be claimed as “pre-litigation costs” in court or arbitration proceedings as agreed.