General Terms and Conditions
for Business Consulting Services, April 2025
1. General Principles / Scope of Application
1.1 These General Terms and Conditions exclusively apply to all legal transactions between the Client and the Contractor (Business Consultant) — hereinafter referred to as "Contractor." The version valid at the time of contract conclusion shall be authoritative.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if not explicitly referenced in additional agreements.
1.3 Any general terms and conditions of the Client that conflict with these Terms shall be invalid unless expressly recognized in writing by the Contractor.
1.4 Should individual provisions of these General Terms and Conditions be or become ineffective, the validity of the remaining provisions and the contracts concluded on their basis shall not be affected. The invalid provision shall be replaced by a valid one that comes closest to the intended meaning and economic purpose.
2. Scope of the Consulting Assignment / Representation
2.1 The specific scope of a consulting assignment shall be contractually agreed upon in each individual case.
2.2 The Contractor is entitled to have tasks carried out, in whole or in part, by third parties. Payment to third parties shall be made exclusively by the Contractor. No direct contractual relationship of any kind shall arise between the third party and the Client.
2.3 The Client agrees not to enter into any kind of business relationship with persons or companies used by the Contractor to fulfill its contractual obligations, either during the term of the contract or for three years after its termination. In particular, the Client shall not commission these persons or companies to provide consulting services similar to those offered by the Contractor.
3. Client’s Duty of Disclosure / Declaration of Completeness
3.1 The Client shall ensure that organizational conditions at its place of business allow for the consulting assignment to proceed with minimal disruption and support a smooth and efficient working process.
3.2 The Client shall fully inform the Contractor of any previous or ongoing consultations — including those in other areas of expertise.
3.3 The Client shall ensure that all documents necessary for the fulfillment and execution of the consulting assignment are provided in a timely manner without special request and shall inform the Contractor of all relevant circumstances and developments. This obligation also applies to documents and information that arise during the consulting process.
3.4 The Client shall ensure that its employees and, where applicable, any legally mandated employee representative bodies (such as the works council) are informed of the consulting activities before they commence.
4. Ensuring Independence
4.1 The contractual parties commit to mutual loyalty.
4.2 The contractual parties commit to taking all necessary measures to safeguard the independence of third parties and employees engaged by the Contractor. In particular, offers from the Client to employ these individuals or commission them directly are prohibited.
5. Contractor's Freedom from Instructions
5.1 In producing the agreed deliverables, the Contractor shall act independently, at their own discretion and responsibility. They are not bound to a specific workplace or working hours.
6. Protection of Intellectual Property
6.1 Copyrights to works created by the Contractor, their employees, or third parties engaged by the Contractor (including but not limited to proposals, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor. These works may only be used by the Client for purposes covered by the contract. Without the Contractor's explicit consent, the Client is not permitted to reproduce or distribute these works. Unauthorized reproduction or distribution shall not create any liability for the Contractor, particularly regarding the correctness of the work for third parties.
6.2 Breach of these provisions by the Client entitles the Contractor to immediate premature termination of the contract and to assert further legal claims, particularly for injunctions and/or damages.
7. Warranty
7.1 Regardless of fault, the Contractor is entitled and obligated to correct any discovered inaccuracies and defects in their performance within the framework of the statutory warranty. The Contractor shall notify the Client immediately upon discovering such issues.
7.2 Warranty claims by the Client shall expire six months after the relevant service is rendered.
8. Liability / Compensation for Damages
8.1 The Contractor shall be liable to the Client for damages — excluding personal injury — only in cases of gross negligence or intent. This also applies correspondingly to damages caused by third parties engaged by the Contractor.
8.2 Claims for damages must be asserted in court within six months from knowledge of the damage and the liable party, but no later than three years after the event giving rise to the claim.
8.3 The Client shall bear the burden of proof that the damage is attributable to the Contractor's fault.
8.4 If the Contractor provides the work with the assistance
9. Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain absolute confidentiality regarding all business matters brought to their attention, in particular business and trade secrets and any information concerning the nature, scope, and operations of the Client.
9.2 Furthermore, the Contractor undertakes to maintain confidentiality concerning the entire content of the work as well as all information and circumstances that become known during the course of its preparation, particularly client data of the Client, towards third parties.
9.3 The Contractor is released from the confidentiality obligation towards any assistants and substitutes they employ. However, the Contractor is obligated to fully transfer the confidentiality obligation to them and shall be liable for any breach of confidentiality by such assistants or substitutes as if it were their own violation.
9.4 The confidentiality obligation shall continue indefinitely beyond the termination of this contractual relationship. Exceptions exist only in the case of statutory obligations to testify.
9.5 The Contractor is entitled to process personal data entrusted to them within the scope and purpose of the contractual relationship. The Client guarantees that all necessary measures, especially those required by data protection laws (such as obtaining consent from data subjects), have been duly taken.
10. Fees
10.1 Upon completion of the agreed deliverable, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor. The Contractor is entitled to issue interim invoices according to the progress of the work and to demand advance payments corresponding to the work performed. Each fee shall be due upon issuance of the respective invoice.
10.2 The Contractor will issue an invoice that meets all legal requirements for VAT deduction.
10.3 Cash expenses, travel costs, and other out-of-pocket expenses shall be reimbursed by the Client upon presentation of an invoice by the Contractor.
10.4 If the agreed deliverable is not completed for reasons attributable to the Client or if the contract is prematurely terminated by the Contractor for justified reasons, the Contractor shall still be entitled to payment of the agreed fee, minus expenses saved. In the case of an hourly rate agreement, the Client shall pay the fee for the number of hours expected for the full agreed deliverable, minus saved expenses. Saved expenses are agreed to be a lump sum of 30% of the fee for services not yet performed by the Contractor as of the termination date.
10.5 If interim invoices are not paid, the Contractor is released from their obligation to provide further services. This does not affect the Contractor’s right to assert further claims arising from non-payment.
11. Electronic Invoicing
11.1 The Contractor is entitled to send invoices to the Client in electronic form. The Client expressly agrees to the electronic transmission of invoices by the Contractor.
12. Duration of the Contract
12.1 This contract generally ends with the completion of the project and the issuance of the final invoice.
12.2 Notwithstanding this, the contract may be terminated at any time by either party without notice for important reasons. Important reasons particularly include:
A material breach of contractual obligations by one party, or
If a party is in default after the initiation of insolvency proceedings, or
If there are justified doubts about the creditworthiness of a party not yet subject to insolvency proceedings, and the party does not provide advance payments or sufficient security upon request by the Contractor, provided the poor financial situation was not known at the time the contract was concluded.
13. Final Provisions
13.1 The contractual parties confirm that they have provided all information truthfully and diligently and undertake to inform each other immediately of any changes.
13.2 Amendments to the contract and these General Terms and Conditions must be made in writing; this also applies to any waiver of the written form requirement. No verbal side agreements exist.
13.3 This contract is governed by substantive Austrian law, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The place of performance is the Contractor’s professional office. The competent court at the Contractor’s place of business shall have exclusive jurisdiction for disputes.
13.4 In the event of disputes arising from this contract that cannot be resolved amicably, the parties agree to first seek resolution through mediation with a registered mediator specializing in commercial mediation (ZivMediatG) from the official list maintained by the Austrian Ministry of Justice. If no agreement can be reached on the selection of the mediator or the content of the mediation, legal steps may be initiated no earlier than one month after mediation efforts have failed.
13.5 If mediation fails or is not initiated, Austrian law shall apply to any subsequent court proceedings.
All necessary expenses incurred in connection with a prior mediation, especially those for involved legal advisors, may be claimed in any subsequent court or arbitration proceedings as "pre-litigation costs."
14. Supplemental Provisions for the Trade of Classic Vehicles
14.1 In addition to business consulting, Walue GmbH offers the purchase and sale of classic vehicles (vintage cars). The following provisions apply exclusively to contracts relating to this business segment, particularly regarding the sale of classic vehicles to national and international clients. In case of contradictions between these provisions and the general terms above, these special provisions shall take precedence for the trade of vehicles.
14.2 The subject of the contract is the sale of classic vehicles, especially vintage cars that, due to their age, condition, or historical significance, are considered collectibles. Sales are usually conducted in the name and for the account of Walue GmbH but may also occur on behalf of a customer if expressly agreed upon.
14.3 The vehicles sold are typically used one-of-a-kind items. Information regarding condition, mileage, previous owners, history, technical data, and originality is provided to the best of the Seller’s knowledge based on information received from the previous owner. Such information does not constitute a guaranteed characteristic unless expressly confirmed in writing. Suitability for a particular purpose is not guaranteed.
14.4 Sales are made — unless otherwise agreed — under exclusion of any warranty according to § 9 Austrian Consumer Protection Act (KSchG) and §§ 922 ff Austrian Civil Code (ABGB). This warranty exclusion does not apply in cases of willful misconduct, gross negligence, or injury to life, body, or health.
14.5 For sales outside Austria, the Buyer is responsible for meeting all legal, tax, and customs requirements related to the import. Walue GmbH will assist with export processing where possible but accepts no liability for any resulting delays, costs, or legal consequences.
14.6 Until full payment of the purchase price, including any additional and transportation costs, the vehicle remains the property of Walue GmbH. Handover occurs only after full payment has been received unless otherwise agreed.
14.7 The other provisions of these General Terms and Conditions shall apply complementarily to the sale of classic vehicles unless they exclusively relate to consulting services or conflict with this section.
Translation Disclaimer
This English translation of the General Terms and Conditions is provided for convenience only. In the event of any discrepancies or differences in interpretation between the English translation and the original German version, the German version shall prevail and be legally binding.