1. general principles

These General Terms and Conditions shall apply to all legal transactions between Cornfield's Consulting and the client, including all existing and future contractual relationships, i.e. also in cases in which this is not expressly referred to in the additional contracts.

All offers made by Cornfield's Consulting to the client are subject to confirmation. A contract is only concluded when Cornfield's Consulting sends an order confirmation.

 

2. scope of the order, place and duration of use

The scope of the concrete services to be provided and the consulting costs shall be contractually determined separately in each individual case.

The place and time of deployment of the consultants employed by Cornfield's Consulting will be agreed with the contact person specified by Cornfield's Consulting, considering the concrete order and the client's deadline requirements. In principle, Cornfield's Consulting provides most of its services on the business premises of the company to be advised.

 

3. obligation of the client to provide information

The client must ensure that Cornfield's Consulting is sufficiently informed about all essential circumstances useful and/or necessary for the concrete order and that all documents necessary for the fulfilment and execution of the order are presented to Cornfield's Consulting in a timely manner if they are or could be of importance for the execution of the concrete order. This shall also apply to all documents, procedures, circumstances and information which only become known during the activity of Cornfield's Consulting.

 

4. right of use

The client shall be granted the irrevocable, unlimited and perpetual right to use and exploit the documents produced by Cornfield's Consulting within the framework of the performance of the contract in any possible manner, observing the confidentiality obligation contained in the contract.

The client agrees to the use or representation of his name and trademark (the logo) in reference lists, information and communication media (online and offline) of Cornfield's Consulting and the representation of reference projects that have been carried out with the client.

 

5. right of termination

Both the client and Cornfield's Consulting have the right to terminate an existing contract between the parties at any time without giving reasons with immediate effect in writing. The provisions set forth in Point 8 "REFUNDABILITY FOR PRE-TIME EXIT OF THE CONTRACT" shall apply.

 

6. remuneration in general

Daily rate / Consultant

PMO:                      daily rate EUR 1,200 (one thousand two hundred)

Consultant:           daily rate EUR 1,450 (one thousand four hundred and fifty)

Project manager: daily rate EUR 1,750 (thousand seven hundred fifty)

Expert:                   daily rate EUR 1,950 (thousand nine hundred fifty)

Unless otherwise stated, the prices for regular service contributions shall be adjusted once a year as of 1 January by the respective consumer price index (CPI) of STATISTIK AUSTRIA Undecanal Statistic Austria published on www.statistik.at

Unless otherwise agreed, Cornfield's Consulting shall pay for the services to be provided by the parties in accordance with a contract concluded between the parties and for travel times in connection therewith based on the above daily rates.

In addition, the applicable sales tax and the expenses listed below shall be reimbursed.

 

7. expenses, cash outlays and travel time billing

Expenses, cash outlays and travel expenses shall be settled as follows:

1. Costs for air travel as per fare:
2. flight times up to 5 hours: Economy Class
3. flight times over 5 hours: Business Class
4. Rail travel costs (first class)
5. Mileage allowance for journeys in a motor vehicle of € 0.5/km
6. Costs for means of transport and taxi on single-receipt basis
7. Car rental costs on a single receipt basis
8. Additional catering expenses are calculated in accordance with the lump-sum tax amounts.
9. Costs for telecommunication and data transfer according to the respective tariffs
10. Accommodation costs are settled on the basis of the individual receipts. If no individual receipts are available, the tax flat rate applies - such costs are only incurred for activities outside Vienna.
11. Other cash expenses related to the specific order on the basis of individual receipts.
12. If a return journey on weekends and public holidays is not possible or unreasonable, costs, expenses and cash outlays shall be settled in accordance with points d. to i. also for Saturdays, Sundays and public holidays which lie between arrival and departure.

All expenses and outlays shall be reimbursed by the Client within fourteen days after written assertion by Cornfield's Consulting and provision of the usual proofs (invoices).

 

8. remuneration for premature termination of contract

In the event of premature termination of a contract concluded between the parties, Cornfield's Consulting shall receive remuneration for services already rendered in agreement with the client, irrespective of the reasons for termination. Only the consultant person days incurred up to the termination of the contract plus VAT and expenses shall be charged. However, the client shall reimburse Cornfield's Consulting for the costs of a return journey of consultants from the place of assignment (to the applicable daily rates plus VAT, including incurred expenses and cash outlays as agreed), even if this only occurs after the effective termination of the contract. If a fee has been agreed for an order which is not based on the above daily rates (e.g. flat rate fee), the fee for services rendered by Cornfield's Consulting up to the end of the contract shall, in the event of premature termination of the contract by the Client (or for reasons for which the Client is responsible), nevertheless be calculated on the basis of the consultant's personal days actually spent up to the end of the contract at the above daily rates (item 6 "General remuneration").

 

9. terms of payment

The remuneration shall be invoiced in monthly instalments according to the consultancy expenses incurred plus the statutory value-added tax.

The invoiced amounts become due after ten days from receipt of the invoice without deduction. If the payment deadline of ten days is exceeded, interest on arrears shall be charged at the rate of eight per cent above the base interest rate p.a.. Cornfield's Consulting shall also be entitled to reimbursement of all costs incurred in connection with reminders, collection, enquiries and investigations as well as legal advice after the default of payment ("additional costs").

The invoice amounts are to be paid into the account last announced by Cornfield's Consulting.

For payments to be made to Cornfield's Consulting, the place of performance shall be the registered office of Cornfield's Consulting. If no justified objection is raised against an invoice from Cornfield's Consulting within four weeks, it shall, in any case, be deemed approved.

A payment extension granted to the client can be changed or cancelled at any time. Discounts shall only be granted if expressly agreed in writing.

The client shall only be entitled to offset if and insofar as the respective counterclaim (to be offset against) is in legal connection with the corresponding liability of Cornfield's Consulting and has been acknowledged by Cornfield's Consulting or has been legally established against Cornfield's Consulting.

If the client is in default with the payment of amounts due under this contract, Cornfield's Consulting shall be entitled to suspend all further services to be rendered by Cornfield's Consulting pursuant to this contract or pursuant to any other agreements concluded between the client and Cornfield's Consulting after a period of ten days has elapsed following notification to the client, until the client has paid the amount due plus additional costs without deduction. Cornfield's Consulting shall also be entitled, in the event of default in payment by the client in accordance with this contract and after granting a reasonable grace period of at least fourteen days, to terminate this contract and demand payment of all outstanding invoice amounts, including those not yet due or deferred, arising from this contract or all other agreements concluded between Cornfield's Consulting and the client. All other claims of Cornfield's Consulting the right to damages, shall remain unaffected by this.

 

10. warranty, liability, time limits

Beyond the services to be provided by Cornfield's Consulting in accordance with existing contracts between the parties, Cornfield's Consulting assumes no liability whatsoever for the concrete success of the project or the consulting services, in particular about restructuring, cost savings and increased productivity.

Furthermore, Cornfield's Consulting assumes - as far as legally permissible - no liability whatsoever for the occurrence of certain results of the client which are not expressly assured (and can be determined in figures), not for savings expected by the client but not made, as well as for lost profits, indirect damages and consequential damages.

The client shall only be entitled to claims by the client against Cornfield's Consulting for compensation for damages if they were caused intentionally or by gross negligence on the part of Cornfield's Consulting or its vicarious agents, except in the case of personal injury. The application of § 1298 sentence 1 and sentence 2 ABGB is excluded. Any upstream suppliers of sample documents or data carriers shall not be regarded as vicarious agents of Cornfield's Consulting.

Claims for damages existing on the merits shall - as far as legally permissible - be limited in amount for each individual case of damage to the remuneration to be paid to Cornfield's Consulting in accordance with the provisions of this contract. Claims for damages shall become statute-barred six months after knowledge of the damage and the party causing the damage but in any case, one year after the performance of the service.

 

11. affiliated companies of the client

In the event that (I) a contract is concluded between Cornfield's Consulting and a company affiliated with the client within the meaning of § 228 (3) UGB, (II) such a company affiliated with the client joins a contract between Cornfield's Consulting and the client, (III) services provided by Cornfield's Consulting are commissioned by such a company affiliated with the client or (IV) services provided by Cornfield's Consulting are invoiced at the client's request to such a company affiliated with the client, the client shall be jointly and severally liable for the fulfilment of all obligations of the company affiliated with him towards Cornfield's Consulting.

In the cases, these General Terms and Conditions and the provisions of the contract existing between the parties, on the basis of which the commissioning or invoicing to the affiliated company takes place, shall apply mutatis mutandis to the company affiliated with the client. The Principal undertakes to ensure that the Affiliated Company fulfils all its obligations under these General Terms and Conditions and the relevant agreement existing between the parties.

 

12. enticement and competition clause

The parties undertake not to employ employees or other vicarious agents of the other party, either directly or indirectly, or to offer them employment opportunities (by way of an employment or other contractual relationship) ("prohibition of employment"). An indirect employment opportunity about a party also exists if the employment is offered at a company affiliated with this party within the meaning of § 228 (3) UGB in Germany or abroad. The employment prohibition also applies to the fulfilment of all obligations arising for the respective party from contracts concluded between the parties and in connection with their implementation. The employment prohibition expires 12 months after the regular termination of the contractually fixed services. In the event of violation of this provision, the parties agree to pay a contractual penalty for each violation in the amount of a gross annual salary (including the maximum achievable premium) of the person poached/employed. The right to claim further damages is reserved. Payment of the contractual penalty does not release the employee from compliance with this employment prohibition.

 

13. secrecy, data protection

Each party is obliged to treat as confidential the contents of all documents received from the other party as well as all information passed on orally and in writing (whether of an economic, financial or technical nature and irrespective of whether they have been expressly marked as confidential information) and such documents or information may not be passed on to third parties or copies thereof made without the prior written consent of the other party; with the exception of the passing on to affiliated companies within the meaning of § 228 Para. 3 UGB at home or abroad. Such documents or information may be used or reproduced by the parties exclusively for providing the services in accordance with contracts concluded between the parties.

Furthermore, Cornfield's Consulting undertakes to use all knowledge and trade secrets (whether of an economic, financial or technical nature and marked as confidential information) obtained within the framework of these General Terms and Conditions or the contractual relationship existing between the parties only for the execution of orders placed and not to pass them on to third parties.

The above obligations do not apply to information which

- be considered public property (i.e. generally known) at the time of transfer or become public property later through no fault of the recipient; or

- were known to the recipient before the date of the transfer by the other party, if this can be proven by written records of the recipient; or

- was made available to the recipient by a third party who did not receive such information, either directly or indirectly, from the other party.

The obligations set forth in this clause shall be binding upon all parties and shall continue in force for a period of five years after termination or performance of any agreement entered between the parties. In the event of a breach of the provisions, the party who commits such a breach intentionally or grossly negligent or who makes use of a person acting intentionally or grossly negligent in the performance of the contract shall compensate the other party for all damages arising therefrom.

14. More Information about privacy policy

15. choice of law, place of jurisdiction

Austrian substantive law shall apply exclusively to the present General Terms and Conditions of Contract and all contracts concluded between the parties, to the exclusion of the reference provisions of international private law. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

All disputes arising from these General Terms and Conditions or from contracts concluded between the parties, including the question of the conclusion, validity, dissolution or invalidity of these General Terms and Conditions or a contract concluded between the parties, shall be subject to the exclusive jurisdiction of the Vienna Commercial Court.

Before commencing legal proceedings, both parties shall endeavour to reach an out-of-court settlement of the dispute by entering into negotiations. If no agreement is reached despite these negotiations, both parties shall be entitled to bring a corresponding action immediately. If one of the parties does not comply with the obligation to enter into out-of-court negotiations beforehand, this party - except in the case of imminent danger - shall bear the costs of the legal proceedings, in particular the costs of its own representation irrespective of the outcome of the legal proceedings, in any case in their entirety and reimburse the other party for the reasonable costs incurred (including the costs of representation in court).

 

16. other

The provisions of these General Terms and Conditions have been individually negotiated between the parties. Both Cornfield's Consulting and the client hereby confirm that they will not be grossly disadvantaged by any provision of these General Terms and Conditions.

These General Terms and Conditions, as well as the contracts, concluded in writing between the parties shall conclusively govern the legal relationship between Cornfield's Consulting and the client - unless otherwise provided herein or in these contracts. Verbal ancillary agreements of any kind whatsoever, to these General Terms of Contract or to a contract concluded between the parties do not exist at the time of the agreement of these General Terms of Contract.

Amendments to these General Terms and Conditions as well as to contracts concluded between the parties must be made in writing, signed by all parties. This applies in particular to the amicable departure of this requirement of written form.

Should one or more provisions of these General Terms and Conditions or of a contract concluded between the parties prove to be invalid in whole or in part or should a loophole arise, the validity of the remaining provisions of these General Terms and Conditions or of the relevant contract shall not be affected. Both parties are obliged to replace the ineffective provision or to fill the loophole with an effective provision that comes as close as possible to the intended content of this agreement.

Unless expressly agreed otherwise, legal transactions between Cornfield's Consulting and the client shall be governed exclusively by these General Terms and Conditions of Contract negotiated between the parties. General terms and conditions of the client are not applicable.

By using the website and its contents, as well as by using the services offered on this website (including all sub-pages), the user agrees to accept the applicable terms and conditions.

Cornfield's Consulting expressly points out that both sexes are meant and addressed to the same extent in personal formulations. The operator of the website asks you to take note of this.