GTC

General Terms and Conditions

General Terms and Conditions of USP Leadership Experts – company name USP-D Consulting GmbH and USP-D Deutschland Consulting GmbH

Preamble

1. These General Terms and Conditions (GTC) form an integral contractual part of contracts awarded by customers to USP-D Consulting GmbH and USP-D Deutschland Consulting GmbH – hereinafter referred to as USP or USP Leadership Experts – in the area of consulting and consultancy projects for personnel development, organizational development and personnel management.
2. Should any provision of these GTC be invalid, the remaining provisions shall remain unaffected.
3. USP Leadership Experts is entitled to mandate qualified industrial or freelance cooperation partners to carry out single consulting services. USP Leadership Experts is not obligated to divulge the identity of the mandated cooperation partners.
4. The customer bears responsibility for providing USP with all the documents required and useful for the quick fulfillment of the order as well as all information. This also applies to documents and information whose importance is only detected during the ongoing consulting services by USP. The customer also bears responsibility for informing any eventually existing works council in due time of USP’s consultancy activity.

I. Scope of application

1. Consultancy contracts or other agreements are only legally binding after being signed by an authorized officer of the customer’s company and only bind the parties to the extent laid down in the written agreement.
2. General Terms and Conditions of the customers are not part of the contract, even if these requests for submitting an offer, orders, order confirmations, declarations of acceptance and the like are included and not contested.
3. USP Leadership Experts shall remain bound to an offer for a period of one month from the date of submitting the offer, unless another period was indicated in the offer documents.

II. Changes to the services to be performed (change requests)

1. Each party can request a change of content and scope of the agreed services (hereinafter referred to as “change request”). Change requests must be submitted in writing to the other party.
2. Should a customer submit a change request, USP shall indicate the expected effort involved as well as the duration of examining the change request and any eventual additional charges. Should the customer commission examination of the change request under the indicated conditions, USP shall indicate its assessment of the effects of carrying out the change request. Otherwise, USP is not obligated to examine the change request. The customer shall refund the fees for the examination of a change request according to the agreed rates even if he then does not commission UPS with carrying out the change request.
3. USP Leadership Experts shall not refuse to carry out a change request without good cause. Good cause can be for example that USP considers that the change request would hinder the successful provision of the originally agreed service or that the desired change lies outside of the scope of services of USP, or that carrying out the change request requires resources that are not freely available to USP. The customer can decline change requests of USP without indicating a reason. Should the customer decline a change request against the advice of USP, he shall assume responsibility for any consequences due to his refusal. The contractually agreed service obligations of USP remain unaffected thereby.
4. Contract changes only become effective with the signature of a written agreement containing the changes related to carrying out the change request (in particular concerning the content and scope of services, the schedule, the remuneration). USP Leadership Experts shall continue working according to the existing contract until the changes have been agreed in writing.

III. Guarantee of independence

The parties shall take all the required precautions to ensure that all employees and cooperation partners of USP Leadership Experts are independent. In particular, the customer shall not offer to employ or otherwise recruit employees of USP or directly mandate cooperation partners of USP during the ongoing contractual relationship.

IV. Reporting

USP Leadership Experts shall submit to the customer a written report of its consulting activities insofar as it was expressly agreed. In this case, the duty of reporting also covers the activities of cooperation partners of USP.

V. Property rights

1. The intellectual property and therefore copyright to all services carried out in relation with the consultancy contract remain with USP Leadership Experts.
2. The customer may only use the information he has received or learned during the course of the consultancy contract for his own purposes. Any transmission of such information - including after the conclusion of the consultancy contract - to third parties is forbidden. Such information includes in particular offers, reports, analyses, expert opinions, organizational plans, brochures, specifications for tenders and data carriers, regardless of whether this information comes from USP-D, its employees or cooperation partners. The transmission of such information to third parties requires, in each and every case, the written agreement of USP.

VI. Warranty

1. USP Leadership Experts shall immediately inform the customer of errors or defects in its consultancy services that have been noticed later and shall correct these errors or inaccuracies within a reasonable period.
2. If the errors or defects originate from the customer, the correction will only take place if the customer submits a separate written contract. The services required for carrying out the correction shall be invoiced to the customer separately.
3. If the errors or defects originate from USP Leadership Experts, then USP-D shall grant warranty free of charge within a reasonable period. Any claims of the customer to a modification or price reduction are excluded. The warranty claim expires six months after handing over the final report to the customer.

VII. Liability

1. USP Leadership Experts, its employees and cooperation partners must observe the generally acknowledged rules of professional conduct while carrying out the mandated consultancy services. USP is liable for culpability of its employees and cooperation partners as well as for its own culpability. The liability of USP for damages is limited to intent and gross negligence. The customer bears the burden of proof in case liability must be determined.
2. The claim for damage must be asserted within six months from learning of the damages and the damaging party, however no later than within three years after the event justifying the claim has taken place.
3. For more details, see Exclusion of liability.

VIII. Duty of confidentiality

1. USP Leadership Experts shall maintain the confidentiality of all matters of the customer which have been revealed in the course of the consulting activity, towards any and all parties, for an indefinite period of time. Information to cooperation partners obtained by USP and information required for carrying out the consultancy service are excluded from the duty of confidentiality. In this case, USP Leadership Experts shall bind the cooperation partner to confidentiality to the same extent. In addition, cases where a there is a legal obligation to provide information are excluded from the duty of confidentiality.
2. USP Leadership Experts may only provide reports, expert opinions, results and other written statements concerning its consulting activity for the customer to third parties with the express written consent of the customer.

IX. Data protection

1. USP Leadership Experts works in accordance with the EU GRDP.
2. For more details, see Data protection according to EU GRDP. Note: We will create a page dedicated to data protection. It is not enough to include our wording in the GTC. The complete integration of the GRDP wording relevant to us is too lengthy and detailed for the GTC.

X. Remuneration, cancellation

1. In exchange for its consultancy services, USP Leadership Experts is entitled to claim payment of an appropriate fee from the customer. Depending on the agreement, the customer shall pay a down payment upon award of the contract or pay installments during the ongoing consultancy activity. The remaining fee shall be due within 14 days after carrying out the agreed consultancy service.
2. Insofar as the remuneration shall be determined in accordance with “man-days” or the like, such a “day” shall be up to 8 hours of work by an employee on one calendar day.
3. If errors or inaccuracies in the documents provided by the customer lead to additional work for USP Leadership Experts, then USP shall be entitled to invoice this additional expense at the agreed rates. This also applies to additional work due to contradictory or incorrect statements of the customer.
4. If the consultancy service is not carried out, either partially or in full, then USP Leadership Experts shall charge the entire agreed remuneration if USP was ready to carry out the consultancy service and was hindered by circumstances attributable to the customer. Circumstances attributable to the customer include in particular a lack of cooperation from the customer with regard to fulfilling the contract or unjustified early contract termination.
5. If the consultancy services are not carried out due to circumstances representing an important reason for USP, then USP shall charge a partial amount corresponding to the consultancy services already carried out. This applies in particular if the consultancy services already carried out are of use to the customer.
6. If there is a justifiable reasons, in particular if the customer is likely to be insolvent, USP shall be entitled to conclude the consultancy services after the customer has paid the full agreed fee. Any complaint of the customer regarding the consultancy services does not entitle the customer to a refund of the fee. This excludes evident defects in the performed consultancy services.
7. Travel costs, fees and other ancillary costs as well as expenses due for carrying out the contractual service by USP Leadership Experts shall be charged additionally and in accordance with the efforts involved.
8. All prices are quoted net and in EURO plus the applicable VAT at the time the service was carried out, without deductions, unless otherwise agreed.
9. Invoices are due within 14 days from the receipt of the invoice. In case of doubt, invoices shall be deemed received three working days after the date of the invoice.

XI. Early contract termination

1. USP Leadership Experts can dissolve the contractual relationship early with immediate effect by registered letter if the customer has breached essential contractual obligations, in particular if he has not provided the documents required for carrying out the consultancy or not provided information, which violate the independence of USP or the property rights of USP.
2. The customer can terminate the contractual relationship with immediate effect by registered letter if USP is late in carrying out its consultancy obligations despite having been granted a reasonable grace period or has violated the duty of confidentiality.

XII. General provisions

1. Amendments, modifications or collateral agreements to these General Terms and Conditions or other parts of the contract must be made in writing to be valid. This also applies to the waiver of this written form requirement.
2. Should any provisions of these General Terms and Conditions or another component of the contract be invalid or void, then these provisions shall be replaced by provisions agreed by the partners which come as close as possible to the intended meaning of the invalid or void provisions. This also applies if any unintended gaps are found in the agreements.
3. USP Leadership Experts may use the company and brand of the customer as a reference.
4. The customer may not transfer the rights or obligations arising from the contract - in particular assign and pledge - to third parties without the prior written agreement of USP Leadership Experts.

XIII. Applicable law, place of performance, place of jurisdiction

1. Austrian or German law shall be applicable to the consultancy contract, its drafting and for any disputes arising from it.
2. The place of performance is USP-D Consulting GmbH in Vienna.
3. The competent court for commercial matters in Vienna has jurisdiction for disputes arising from or in connection with the consultancy contract.