GENERAL TERMS AND CONDITIONS
of the
Axxess Healthcare Consulting GmbH
Werftgasse 35
2700 Wiener Neustadt
FN 507813i
1 General principles / scope of application
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor (Axxess Healthcare Consulting GmbH). The version valid at the time the contract is concluded shall apply.
1.2 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.
1.3 Any conflicting General Terms and Conditions of the Client shall be invalid unless they are expressly recognised in writing by the Contractor (Axxess Healthcare Consulting GmbH).
1.4 In the event that individual provisions of these General Terms and Conditions should be and/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 which comes as close as possible to the meaning and economic purpose of the invalid provision.
2 Scope of the consultancy assignment / representation
2.1 The scope of a specific consultancy assignment shall be contractually agreed on a case-by-case basis.
2.2 The Contractor (Axxess Healthcare Consulting GmbH) shall be authorised to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor (Axxess Healthcare Consulting GmbH) itself. No direct contractual relationship of any kind whatsoever shall arise between the third party and the client.
2.3 The client undertakes not to enter into any kind of business relationship with persons or companies used by the contractor (Axxess Healthcare Consulting GmbH) to fulfil its contractual obligations during or for three years after termination of this contractual relationship. In particular, the client shall not commission these persons and companies with such or similar consulting services as are also offered by the contractor (Axxess Healthcare Consulting GmbH).
3. duty of the client to provide information / declaration of completeness
3.1 The Principal shall ensure that the organisational framework conditions for the fulfilment of the consulting assignment at its place of business permit work to proceed as undisturbed as possible and in a manner conducive to the rapid progress of the consulting process.
3.2 The client shall also provide the contractor (Axxess Healthcare Consulting GmbH) with comprehensive information about previous and/or ongoing consultations, including in other specialist areas.
3.3 The client shall ensure that all documents necessary for the fulfilment and execution of the consultancy assignment are submitted to the contractor (Axxess Healthcare Consulting GmbH) in a timely manner, even without the contractor's specific request, and that the contractor is informed of all processes and circumstances that are of significance for the execution of the consultancy assignment. This shall also apply to all documents, processes and circumstances which only become known during the Consultant's work.
3.4 The Client shall ensure that its employees and any employee representative body (works council) established by law are informed of the Consultant's (Axxess Healthcare Consulting GmbH's) activities before they commence.
4 Ensuring independence
4.1 The contracting parties undertake to be mutually loyal
4.2 The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of the commissioned third parties and employees of the Contractor (Axxess Healthcare Consulting GmbHs) from being jeopardised. This applies in particular to offers of employment by the Client or the acceptance of orders for the Client's own account.
5 Reporting / Duty to report
5.1 The Contractor (Axxess Healthcare Consulting GmbH) undertakes to report to the Client on the progress of its work, that of its employees and, where applicable, that of any third parties commissioned.
5.2 The Client shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment, after completion of the assignment.
5.3 The Contractor (Axxess Healthcare Consulting GmbH) 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 shall not be bound to any particular place of work or any particular working hours.
6 Protection of intellectual property
6.1 The copyrights to the works created by the Contractor (Axxess Healthcare Consulting GmbH) and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programmes, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor (Axxess Healthcare Consulting GmbH). They may only be used by the client during and after termination of the contractual relationship for purposes covered by the contract. In this respect, the client shall not be authorised to reproduce and/or distribute the work(s) without the express consent of the contractor (Axxess Healthcare Consulting GmbH). Under no circumstances shall any unauthorised reproduction/distribution of the work give rise to any liability on the part of the contractor (Axxess Healthcare Consulting GmbHs) - in particular for the accuracy of the work - towards third parties.
6.2 The Client's breach of these provisions shall entitle the Contractor (Axxess Healthcare Consulting GmbH) to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.
7 Warranty
7.1 The Contractor (Axxess Healthcare Consulting GmbH) shall be entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in its performance that become known. It shall inform the Client thereof without delay.
7.2 This claim of the client shall expire six months after the provision of the respective service.
8 Liability / Compensation
8.1 The Contractor (Axxess Healthcare Consulting GmbH) shall only be liable to the Client for damages - except for personal injury - in the event of gross negligence (intent or gross negligence); this shall also apply mutatis mutandis to damages attributable to 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 causing the damage, 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 is attributable to the fault of the contractor.
8.4 If the Contractor (Axxess Healthcare Consulting GmbH) performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the Contractor (Axxess Healthcare Consulting GmbH) shall assign these claims to the Client. In this case, the client shall give priority to these third parties.
9 Confidentiality / Data protection
9.1 The Contractor (Axxess Healthcare Consulting GmbH) undertakes to maintain absolute confidentiality about all business matters of which it becomes aware, in particular business and trade secrets and any information it receives about the nature, scope of operations and practical activities of the Client.
9.2 Furthermore, the Agent (Axxess Healthcare Consulting GmbH) undertakes to maintain confidentiality vis-à-vis third parties regarding the entire content of the work and all information and circumstances that it has received in connection with the creation of the work, in particular also regarding the data of the Principal's clients.
9.3 The Contractor (Axxess Healthcare Consulting GmbH) shall be released from the duty of confidentiality vis-à-vis any assistants and deputies it utilises. However, it shall impose the duty of confidentiality on them in full and shall be liable for their breach of the duty of confidentiality in the same way as for its own breach.
9.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to provide information.
9.5 The Contractor (Axxess Healthcare Consulting GmbH) shall be authorised to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client warrants to 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 data subjects.
10 Fee
10.1 Upon completion of the agreed work, the Contractor (Axxess Healthcare Consulting GmbH) shall receive a fee in accordance with the agreement between the Client and the Contractor (Axxess Healthcare Consulting GmbH). The contractor (Axxess Healthcare Consulting GmbH) shall be entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in line with the progress made. The fee shall be due upon invoicing by the Contractor.
10.2 The Contractor (Axxess Healthcare Consulting GmbH) shall issue an invoice authorising input tax deduction with all legally required features.
10.3 Any cash outlays, expenses, travelling expenses, etc. incurred shall be reimbursed by the Client on presentation of an invoice by the Contractor (Axxess Healthcare Consulting GmbH).
10.4 If the agreed work is not carried out for reasons on the part of the Client or due to a justified premature termination of the contractual relationship by the Contractor (Axxess Healthcare Consulting GmbH), the Contractor (Axxess Healthcare Consulting GmbH) shall retain the right to payment of the entire agreed fee less any expenses saved. If an hourly fee is agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved. The expenses saved shall be agreed at a flat rate of 30 per cent of the fee for those services that the Contractor has not yet provided by the date of termination of the contractual relationship.
10.5 In the event of non-payment of interim invoices, the Contractor (Axxess Healthcare Consulting GmbH) 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 (Axxess Healthcare Consulting GmbH) shall also be entitled to send invoices to the Client in electronic form. The client expressly agrees to the sending of invoices in electronic form by the contractor (Axxess Healthcare Consulting GmbH).
12 Duration of the contract
12.1 This contract shall generally end upon completion of the project.
12.2 Notwithstanding this, the contract may be cancelled by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
- if a contractual partner breaches material contractual obligations or
- if a contractual partner defaults on payment after the opening of insolvency proceedings.
- if there are justified concerns regarding the creditworthiness of a contractual partner for whom insolvency proceedings have not been opened and this partner neither makes advance payments at the request of the Contractor nor provides suitable security before the Contractor performs 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 notify each other immediately of any changes.
13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.
13.3 This contract shall be governed by Austrian substantive law to the exclusion of the conflict of law rules of private international law. The place of fulfilment shall be the Contractor's (Axxess Healthcare Consulting GmbH's) place of business. The court at the Contractor's (Management Consultant's) place of business shall have jurisdiction over any disputes.
Mediation clause:
(1) In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to consult registered mediators (ZivMediatG) specialising in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the commercial mediators or on the content of the dispute
cannot be reached, legal action will be taken at the earliest one month after the
legal steps are initiated.
(2) In the event that mediation does not take place or is cancelled, Austrian law shall apply in any legal proceedings initiated.
All necessary expenses incurred as a result of prior mediation, in particular also those for legal advisors called in, can be claimed as "pre-litigation costs" in court or arbitration proceedings as agreed.
Status: Februar 2024