Terms and Conditions
1. General Provisions / Scope of Application
1.1 For all legal transactions between the client and the contractor, hereinafter referred to as Caliberco, only these General Terms and Conditions shall apply exclusively. The version valid at the time of contract conclusion shall be binding.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if supplementary contracts do not explicitly reference them.
1.3 Contradictory General Terms and Conditions of the client shall be invalid unless expressly accepted in writing by Caliberco.
1.4 In the event that individual provisions of these General Terms and Conditions are or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded under their basis. The invalid provision shall be replaced by an effective provision that comes closest in meaning and economic purpose.
2. Scope of Consultation Agreement / Representation
2.1 The scope of a specific consulting assignment shall be agreed upon in individual contracts.
2.2 Caliberco is entitled to have all or part of its obligations performed by third parties. Payment to the third party shall be made exclusively by Caliberco itself. There shall be no direct contractual relationship between the third party and the client.
2.3 The client agrees not to enter into any business relationships with persons or entities utilized by Caliberco to fulfill its contractual obligations, during and for a period of three years after the termination of this contractual relationship. The client shall not engage these persons and entities, in particular, for similar consulting services offered by Caliberco.
3. Client’s Duty to Inform / Completeness Declaration
3.1 The client shall ensure that the organizational conditions at its place of business allow for undisturbed work conducive to the prompt progress of the consulting process.
3.2 The client shall comprehensively inform Caliberco about prior and ongoing consultations related to the assignment, even in other areas.
3.3 The client shall ensure that Caliberco is provided with all necessary documents for the execution of the consulting assignment in a timely manner and informed of all events and circumstances that are relevant to the execution of the consulting assignment. This also applies to all documents, events, and circumstances that become known during the consultant’s activity.
3.4 The client shall ensure that its employees and legally required and, if applicable, established employee representation (works council) or other decision-makers relevant to the client’s assignment and business conduct are informed before the commencement of the contractor’s activity and obtain the necessary approvals.
4. Preservation of Independence
4.1 The contracting parties commit to mutual loyalty.
4.2 The contracting parties mutually commit to taking all necessary precautions to prevent the endangerment of the independence of the engaged third parties and employees of Caliberco. This applies, in particular, to offers by the client regarding employment or the assumption of contracts on its own account.
5. Reporting / Reporting Obligation
5.1 Caliberco undertakes to report on its work, that of its employees, and, if applicable, of contracted third parties to the client in accordance with the progress of the assignment.
5.2 The final report shall be provided to the client in a reasonable time, i.e., two to four weeks after the completion of the assignment, depending on the nature and scope of the consulting assignment.
5.3 In the production of the agreed work, Caliberco is free from instructions, acts at its own discretion, and is independently responsible. There is no specific place of work or working hours.
5.4 Caliberco provides consulting services based on the information provided to it. This does not constitute an explicit directive but rather an assessment and advisory presentation of the task. Caliberco does not provide investment recommendations at any time.
6. Protection of Intellectual Property
6.1 Copyrights to works created by Caliberco, its employees, and contracted third parties (including offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) remain with Caliberco. The client is only entitled to use the work (works) for the purposes covered by the contract, with the explicit consent of Caliberco. Unauthorized reproduction or distribution of the work does not create any liability of Caliberco, particularly for the accuracy of the work, towards third parties.
6.2 The violation of these provisions by the client authorizes Caliberco to terminate the contractual relationship prematurely and assert other legal claims, particularly for injunction and/or damages.
7.1 Caliberco is obligated to rectify any identified inaccuracies and defects in its services, regardless of fault, within the scope of statutory warranty. The client shall be promptly informed thereof.
7.2 This claim of the client shall expire six months after the provision of the respective service.
8. Liability / Compensation
8.1 Caliberco is liable to the client for damages, excluding personal injury, only in cases of gross negligence (intent or gross negligence). This also applies mutatis mutandis to damages caused by third parties engaged by Caliberco.
8.2 Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the tortfeasor, but in any case within three years of the event giving rise to the claim.
8.3 The client shall bear the burden of proving that the damage is attributable to the fault of the contractor.
8.4 If Caliberco provides the work with the assistance of third parties, and in this context warranty and/or liability claims arise against these third parties, Caliberco assigns these claims to the client. In this case, the client shall primarily approach these third parties.
9. Confidentiality / Data Protection
9.1 Caliberco commits to absolute confidentiality regarding all business matters it becomes aware of, including business and trade secrets, as well as any information related to the nature, scope, and practical activities of the client.
9.2 Caliberco also commits to maintaining confidentiality regarding the entire content of the assignment, as well as all information and circumstances received in connection with the creation of the work, including the data of the client’s clients, towards third parties. This excludes publications, press releases, references, and blog posts that address factual and thematic insights from the consulting service. In such cases, the business or project relationship is only mentioned with the explicit written consent of the client.
9.3 Caliberco is released from the duty of confidentiality towards any assistants and representatives it engages. However, Caliberco is fully responsible for binding them to the duty of confidentiality and is liable for their breach of the confidentiality obligation as if it were its own breach.
9.4 The duty of confidentiality continues indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally prescribed disclosure obligations.
9.5 Caliberco is entitled to process personal data entrusted to it within the scope of the contractual relationship’s purpose. The client assures Caliberco that all necessary measures, especially those required by data protection law, such as consent declarations of data subjects, have been taken.
10.1 Pursuant to the agreement between the client and Caliberco, Caliberco is entitled to a fee for the provision of its services. Unless otherwise agreed, this fee is to be paid no later than upon completion of the agreed work. For projects exceeding a lump sum contract value of EUR 10,000.00 excluding value-added tax, or exceeding a project duration of two months, the fee is generally to be paid as an advance payment. Caliberco is entitled to issue interim invoices and request corresponding advances in accordance with the progress of the work. The fee is due upon invoicing by Caliberco.
10.2 Caliberco will issue invoices that qualify for VAT deductions, containing all legally required details.
10.3 Incurred cash expenses, expenses, travel costs, etc., are to be reimbursed in addition to the contractor’s invoice by the client.
10.4 If the execution of the agreed work is not carried out due to reasons on the part of the client or due to a justified premature termination of the contractual relationship by Caliberco, Caliberco retains the right to payment of the entire agreed fee, less saved expenses. In the case of an hourly fee agreement, the fee for the number of hours that would have been expected for the entire agreed work, minus the saved expenses, is to be paid. The saved expenses are stipulated as 30 percent of the fee for those services that Caliberco has not yet provided up to the termination of the contractual relationship.
10.5 In case of non-payment of interim invoices, Caliberco is released from the obligation to provide further services. However, this does not affect the assertion of other claims arising from non-payment.
10.6 Invoices are to be paid in full within ten days of issuance. If a agreed fee payment is not made on time, Caliberco reserves the right to suspend or decline further engagement. Furthermore, Caliberco reserves the right to suspend or decline further engagement if the invoice is not fully paid within thirty days from the date of issuance (valid from the invoice date).
11. Electronic Invoicing
11.1 Caliberco issues written and electronic invoices exclusively to the client. The client is obligated to provide its full (legal) name and the corresponding address at the conclusion of the contract. Caliberco issues invoices with a 20% value-added tax in Austria.
11.2 Caliberco is entitled to transmit invoices in electronic form to the email address previously communicated in writing by the client. The client expressly agrees to the receipt of invoices in electronic form from Caliberco.
11.3 Any written invoice shall be sent by Caliberco to the client’s provided postal address and name.
11.4 If a fee payment is agreed upon with the client, it is to be transferred to the following account: CALIBER CONSULT GmbH, VAT-ID: ATU 74278417
IBAN: AT 28 3800 0000 0435 1748 BIC / S.W.I.F.T.-Code: RZSTAT2G
Raiffeisen-Landesbank Steiermark AG Headquarters: Radetzkystraße 15, 8010 Graz, Austria Postal address: Postfach 847, 8011 Graz, Austria Bank code: 38000 S.W.I.F.T.-Code RZSTAT2G
12. Duration of the Contract
12.1 This contract generally ends upon the completion of the project and the corresponding invoicing.
12.2 Nevertheless, the contract can be terminated at any time for significant reasons by either party without observing a notice period. Significant reasons include:
- If a party breaches material contractual obligations, or
- If a party defaults on payment after the initiation of insolvency proceedings, or
- If justified concerns regarding the creditworthiness of a party arise, which was not known at the time of contract conclusion, and the party, upon request by the contractor, neither makes advance payments nor provides suitable security before the contractor’s performance.
13. Final Provisions
13.1 The contracting parties confirm that all information in the contract has been provided conscientiously and truthfully and commit to promptly notifying each other of any changes.
13.2 Changes to the contract and these Terms and Conditions require written form; waiver of this formal requirement also requires written form. Oral side agreements do not exist.
13.3 This contract is governed by substantive Austrian law, to the exclusion of the conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Place of performance is the place of business of the contractor. For disputes, the court at the registered office in Vienna is competent.
In the event of a dispute, Caliberco reserves the right to take the following steps:
(1) In case of disputes arising from this contract that cannot be resolved amicably, mediators registered for extrajudicial conflict resolution (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice may be consulted by mutual agreement. If agreement cannot be reached on the selection of business mediators or the content, legal proceedings will be initiated.
(2) In the event of an unsuccessful or terminated mediation, Austrian law applies in any legal proceedings initiated, as well as for the purposes of a potential arbitration. All expenses incurred due to a prior mediation, especially those for legal advisors involved, can be claimed as “pre-litigation costs” in court or arbitration, as agreed.