General terms and conditions
(1) These General Terms and Conditions (GTC) form an integral part of the contract for orders placed by the client with Schloemmer & Partner Unternehmensberatung KG (contractor). This essentially comprises consulting, training and coaching in the areas of leadership, personnel management, personnel development, potential diagnostics, organizational development, evaluations of test results and the creation of personality profiles and management audits.
(2) In the event that individual provisions of these General Terms and Conditions should be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a provision that comes as close as possible to the original purpose. The same applies to the filling of any contractual gaps.
(3) The Contractor shall be entitled to make use of qualified commercial or freelance cooperation partners for individual consulting services. The contractor is not obliged to disclose the identity of the cooperation partners involved.
(4) The Client shall ensure that the Contractor is provided with all necessary and useful documents and information for the speedy fulfillment of the order. This also applies to those documents and information whose significance only becomes known during the ongoing consultancy services by the contractor. The Client shall also ensure that any existing works council is informed of the Contractor’s consulting activities in good time.
(5) The customer expressly agrees that Schloemmer & Partner KG may process, transfer or transmit (within the meaning of the Data Protection Act or the GDPR) the personal data relating to the customer and/or its company to the extent that this is necessary and expedient for the fulfillment of the assigned agendas or results from legal obligations of the contractor.
(6) Declarations to be made in accordance with these General Terms and Conditions may also be made by e-mail, unless otherwise stipulated in individual contracts. Schloemmer & Partner KG is entitled to conduct e-mail correspondence with the customer in unencrypted form unless otherwise instructed in writing by the customer. The customer declares that he is aware of the associated risks (in particular access, confidentiality, alteration of messages in the course of transmission) and agrees in full knowledge of the risks that e-mail traffic is not carried out in encrypted form.
(7) These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in supplementary contracts.
(8) Conflicting general terms and conditions of the Client shall be invalid unless they are expressly recognized by the Contractor in writing.
- Scope and extent
Consulting orders or other agreements shall only be legally binding if they are signed in writing by the Client and shall only bind the contracting parties in accordance with the scope specified in the written agreement; the order confirmation may be sent by email.
- Assurance of independence
The contracting parties shall take all necessary precautions to ensure the independence of the Contractor’s employees and cooperation partners. In particular, offers by the Client to hire or otherwise employ employees of the Contractor or the direct commissioning of cooperation partners of the Contractor during the ongoing contractual relationship and within 12 months of completion of the project are prohibited.
Upon completion of the order, the Client shall receive a final report from the Contractor on request, summarizing the consulting services provided and the consulting expenses incurred. The Contractor shall be free from instructions in the production of the agreed work and shall act at its own discretion and under its own responsibility. It is not tied to any particular place of work or working hours.
- Property rights andrights of use
(1) The intellectual property and therefore the copyright to the services provided in connection with the consultancy assignment shall remain with the Contractor.
(2) The Principal may only use the information provided to him or which has become known to him in connection with the consultancy assignment for his own purposes. Any disclosure of such information to third parties – even after fulfillment of the consulting contract – is prohibited. Information” includes, in particular, offers, reports, analyses, expert opinions, organizational plans, guidelines, service descriptions and data carriers, regardless of whether this information originates from the Contractor, its employees or cooperation partners. The disclosure of such information to third parties requires the written consent of the contractor in each individual case.
(3) Training material, documents, tools, online trainings etc. of Schloemmer & Partner KG are protected by copyright and may only be used within the company of the respective customer and only in the country in which the customer has its registered office or which has been expressly agreed. Any full or partial reproduction of training material, online training or documents (e.g. documentation, etc.) or publication is only permitted with the written consent of the contractor; the same applies to the transfer and repeated use by third parties or the customer itself.
(4) Insofar as learning elements are made available online or on the customer’s systems, these elements may only be made available for viewing by the persons participating in the respective courses (this implies a non-negotiable ban on downloads and the passing on of access or publication).
(5) It is pointed out that the data, information, documents and other content contained in the seminar, coaching or webinar are protected by copyright. Any use beyond that expressly agreed in this contract is not permitted without the express written consent of Schloemmer & Partner KG.
(6) Documents in electronic form may only be made accessible to the respective user himself, but not systematically to a larger number of other users or third parties. Any downloading, saving, reproducing, transmitting, displaying, copying, distributing or using data and information from the seminars, coaching sessions, online training sessions and webinars beyond this extent is prohibited.
(7) The customer undertakes to indemnify and hold Schloemmer & Partner KG harmless with regard to the aforementioned points.
(1) The Contractor shall inform the Client immediately of any subsequent inaccuracies or deficiencies in its consulting services and shall rectify these inaccuracies or deficiencies within a reasonable period of time.
(2) If the inaccuracies or defects are attributable to the client’s sphere, rectification shall only take place on the basis of a separate written order from the client. The services required for rectification shall be invoiced separately to the Client.
(3) If the inaccuracies or defects are attributable to the sphere of the Contractor, the Contractor shall provide a warranty free of charge within a reasonable period of time. The Client’s right to rescission or price reduction is excluded. The warranty claim expires within three months after the final report has been handed over to the client.
(1) The Contractor and its cooperation partners shall observe the generally recognized rules of professional practice when performing the commissioned consulting services. The Contractor’s liability for damages shall be limited to intent and gross negligence. Liability for gross negligence shall be limited to the liability insurance sum available for the specific case of damage, unless mandatory statutory provisions conflict with this limitation. Liability for slight negligence is excluded.
(2) The claim for damages must be asserted in court within three months of becoming aware of the damage and the injuring party, but at the latest within one year of the event giving rise to the claim.
(3) If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims against these third parties arise in this context, the Contractor shall assign these claims to the Client. In this case, the Client shall give priority to these third parties.
(1) The contents of the seminars and consulting services are intended to provide valuable professional support for HR professionals and managers. The explanations are by no means to be understood as comprehensive and exhaustive technical information, but are intended in particular as accompanying information to aid understanding. All content has been created with the greatest possible care and to the best of our knowledge. It should be noted that, despite careful editing, all information is provided without guarantee and any liability on the part of the contractor or the authors is excluded. All templates, sample texts and other content must be adapted to the circumstances of each individual case. Users of the working documents must always ensure that the templates and sample documents used are suitable and sufficient for the specific case.
VIII. Duty of confidentiality
(1) The Contractor shall maintain confidentiality with regard to all matters of the Client that become known to it in connection with the consultancy work, for an unlimited period of time. The duty of confidentiality does not apply to information provided to cooperation partners consulted by the contractor. In this case, the Contractor shall oblige the cooperation partner to maintain confidentiality to the same extent. Furthermore, cases in which there is a legal obligation to provide information are exempt from the duty of confidentiality.
(2) The Contractor may only make reports, expert opinions and other written statements concerning its consulting activities for the Client available to third parties with the express consent of the Client.
(3) The Contractor and the Processor shall keep confidential personal data from data processing that has been entrusted to them or has become accessible to them exclusively on the basis of their professional employment, without prejudice to other statutory confidentiality obligations, unless there is a legally permissible reason for transferring the personal data entrusted or made accessible (data secrecy).
- Fee, Cancellation
(1) In return for the consultancy services, the Contractor shall be entitled to payment of an appropriate fee from the Client. Depending on the agreement, the client must make a down payment when the order is placed or make partial payments during the course of the consultancy work. The remaining fee shall be due for payment within 14 days of submission of the final report and final invoice.
(2) If the consulting services are not provided in whole or in part, the Contractor shall be entitled to the agreed fee in full if the Contractor was prepared to provide the consulting services and was prevented from doing so by circumstances on the part of the Client (e.g. power failure) or pandemics. Circumstances on the part of the client include, in particular, lack of cooperation on the part of the client in the fulfillment of the order or unjustified premature termination of the contract. If the contract is terminated within 4 weeks before the agreed provision of services, 80% of the agreed fee will be charged. If the contract is terminated within two weeks before the agreed provision of services, 100% of the agreed fee will be charged. This regulation also applies if an alternative date is agreed. If the contract is terminated before the set deadlines, services already rendered will be invoiced.
(3) If the consulting services are not provided due to circumstances that constitute an important reason on the part of the Contractor, the Contractor shall be entitled to a pro rata fee corresponding to the consulting services provided to date. This applies in particular if the consulting services provided to date can be utilized by the client.
(4) For justified reasons, in particular in the event of imminent insolvency of the Client, the Contractor may make the completion of the consulting services dependent on full payment of the fee. Complaints about consulting services shall not entitle the Client to withhold the fee. This does not apply to obvious defects in the consulting services provided.
X. Premature termination of contract
(1) The Contractor may terminate the contractual relationship prematurely by registered letter with immediate effect if the Client breaches material contractual obligations, in particular if the Client fails to provide the documents required for the consulting services or fails to provide information that violates the Contractor’s independence or the Contractor’s property rights.
(2) The Client may terminate the contractual relationship prematurely by registered letter with immediate effect if the Contractor is in default with its consulting services despite a reasonable grace period or breaches the duty of confidentiality.
XI. Applicable law, place of performance, place of jurisdiction
(1) Austrian law shall apply to the consultancy contract, its interpretation and any disputes arising therefrom.
(2) The place of performance shall be the Contractor’s registered office in Vienna.
(3) The courts in Vienna having jurisdiction in commercial matters shall have exclusive jurisdiction for disputes arising from or in connection with the consultancy assignment.
Alternative Dispute Resolution in accordance with Art. 14 (1) ODR-VO and § 36 VSBG:
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