General Terms and Conditions

The General Terms and Conditions of A-SQUARE GmbH outline the legal framework for all services provided by the company, referred to as “A-SQUARE.”

Preamble – General Principles of Collaboration

(1) These “General Terms and Conditions” form an integral part of service or work contracts involving professional consulting services provided by A-SQUARE. They apply to consulting engagements in areas typically associated with the field of business consulting, carried out in accordance with generally accepted professional principles and industry standards. These terms also govern other services offered by A-SQUARE.
(2) If individual provisions of the Terms and Conditions should become invalid, this shall not affect the validity of the remaining provisions.
(3) A-SQUARE is entitled to carry out the assignment—either in full or in part—through members of its management, employed staff, or independent/business/freelance cooperation partners. There is no entitlement on the part of the client to work with a specific individual.
(4) The client shall ensure that the organizational conditions at their business premises allow for work to be carried out with minimal disruption and in a manner that supports the efficient progress of the consulting process.
(5) The client shall ensure that A-SQUARE is provided—without special request—with all documents necessary for the fulfillment and execution of the consulting assignment in a timely manner, and is informed of all processes and circumstances relevant to the execution of the assignment. This obligation also applies to documents, processes, and circumstances that only become known during the course of the consulting engagement.
(6) The relationship of trust between the client and A-SQUARE requires that the consultants be fully informed about previously conducted and/or ongoing consultations—even in other areas of expertise.
(7) Fixed appointments must be canceled at least 24 hours in advance. In case of a missed appointment, A-SQUARE reserves the right to charge the corresponding fee.
(8) A-SQUARE has the right (but not the obligation) to include clients in its reference list. No details about the scope of the client relationship will be disclosed to third parties. However, it is permissible to mention the business area to which the client relationship belongs.

Scope and Applicability

(1) These Terms and Conditions apply to all business transactions conducted by A-SQUARE. For transactions with consumers whose permanent residence is in Austria, the provisions of the Austrian Consumer Protection Act take precedence over those stated here. Any purchasing conditions of commercial clients shall apply only subordinately to these Terms and Conditions—and only to the extent that they do not conflict with them. Otherwise, a valid contract cannot be concluded.
(2) A-SQUARE operates in various business sectors, each requiring specific conditions due to their unique characteristics. These General Terms and Conditions account for this by incorporating specialized provisions for each area of activity as integral components. As a result, the validity of these General Terms and Conditions extends to all specified sectors and their respective provisions. In cases of overlap, multiple sections of these Terms and Conditions may apply concurrently.

General Non-Solicitation Clause / Prohibition on Hiring A-SQUARE Personnel

The client agrees to refrain from soliciting or hiring personnel of A-SQUARE Unternehmensberatung GmbH during the period of service provision and for up to one year after the last service performed by A-SQUARE. In the event of a breach, A-SQUARE is entitled to an immediate penalty equivalent to one gross annual salary of the affected employee, plus any applicable ancillary wage costs.

Applicable Law, Place of Performance, and Jurisdiction

(1) Austrian law exclusively applies to every assignment, its execution, and any resulting claims.
(2) The place of performance is Stans.
(3) Schwaz, Austria is agreed as the place of jurisdiction for disputes arising from the business relationship.
(4) Mutual amendments to these Terms and Conditions must be made in writing and signed by both contracting parties.
(5) Amendments to these Terms and Conditions mentioned in offers shall take precedence only for the explicitly specified areas.

Ipplementary provisions that apply specifically to consulting engagements

§1 Scope of Consulting Engagement
(1) The scope of the consulting assignment shall be contractually agreed.

§ 2 Client’s Duty to Inform / Declaration of Completeness
(1) pointing to preamble (5)

§ 3 – Safeguarding Independence
(1) The contracting parties undertake to maintain mutual loyalty.
(2) The contracting parties mutually agree to take all measures necessary to prevent any threat to the independence of A-SQUARE’s cooperation partners and employees. This applies in particular to job offers made by the client, as well as offers from A-SQUARE’s cooperation partners or employees to take on assignments independently.

§ 4 Reporting Obligations
(1) A-SQUARE undertakes to provide written reports on its work, as well as the work of its employees and, where applicable, its cooperation partners.

§ 5 – Protection of A-SQUARE’s Intellectual Property / Copyright / Usage Rights
(1) The client is obligated to ensure that all materials created by A-SQUARE, its employees, or cooperation partners—such as offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, and similar items—are used solely for the purposes of the consulting assignment. In particular, the paid or unpaid distribution of any professional statements made by A-SQUARE to third parties requires written consent. Such distribution does not establish any liability of A-SQUARE toward third parties.
(2) The use of A-SQUARE’s professional statements for advertising purposes by the client—without prior agreement with A-SQUARE—is prohibited. Any violation entitles A-SQUARE to terminate all outstanding assignments immediately and without notice.
(3) Given that the consulting services provided are the intellectual property of A-SQUARE, the client’s right to use them—granted upon payment of the fee—is limited exclusively to the client’s own purposes and only to the extent defined in the contract.

§ 6 – Defect Correction and Warranty
(1) A-SQUARE is entitled and obligated to correct any subsequently discovered, verifiable inaccuracies or defects in its consulting services. Improvement work may be limited to a maximum of 5 hours per assignment.
(2) This claim expires 14 days after the delivery of the disputed service by A-SQUARE.
(3) To the extent that claims for damages exist, the provisions of § 7 shall apply.

§ 7 – Liability
(1) A-SQUARE und ihre MitarbeiterInnen handeln bei der Durchführung der Beratung nach den allgemein anerkannten Prinzipien der Berufsausübung. A-SQUARE haftet für Schäden nur im Falle, dass ihr Vorsatz oder grobe Fahrlässigkeit nachgewiesen werden kann, und zwar im Rahmen der gesetzlichen Vorschriften. Dies gilt auch für Verletzung von Verpflichtungen durch beigezogene Kollegen oder sonstige Dienstleister.
(2) If the activity is carried out with the involvement of a third party—such as a data processing company, a tax advisor, or a lawyer—and the client is informed thereof, then any warranty and liability claims arising under the law and the third party’s terms shall be deemed assigned to the client.
(3) A-SQUARE’s services are provided exclusively from a professional (non-legal) perspective, which applies in particular to all written documents delivered to the client in electronic or paper form. If the client uses parts or the entirety of these documents, they acknowledge that—to ensure legal certainty—the content must be reviewed by their legal counsel or internal legal department. A-SQUARE accepts no liability for any damages resulting from such use.

§ 8 – Obligation of Confidentiality
(1) A-SQUARE, its employees, and any engaged staff or cooperation partners undertake to maintain confidentiality regarding all matters that become known to them in connection with their activities for the client. This duty of confidentiality applies to both the client and the client’s business relationships.
(2) Only the client themselves—not their agents or assistants—may release A-SQUARE from this duty of confidentiality in writing.
(3) A-SQUARE may only hand over reports, expert opinions, and other written statements regarding the results of its work to third parties with the client’s consent.
(4) The duty of confidentiality for the consulting firm, its employees, and any engaged colleagues continues for five years after the termination of the assignment. Exceptions apply only in cases where there is a legal obligation to disclose information.

(5) A-SQUARE is authorized to process personal data entrusted to it within the scope of the consulting assignment’s intended purpose, or to have such data processed by third parties. A-SQUARE guarantees compliance with the Austrian Data Protection Act (DSG 2000), including the obligation to maintain data secrecy and, where applicable, adherence to the Health Telematics Act and related regulations of the Republic of Austria.
(6) Materials entrusted to A-SQUARE (such as data carriers, data, control figures, analyses, programs, etc.), as well as all results from the execution of the work, shall be returned to the client upon request; otherwise, they will be destroyed no later than three years after completion.

§ 9 Entitlement to Fees
(1) In return for providing its services, A-SQUARE is entitled to payment of the agreed fee by the client.
(2) If the execution of the assignment is prevented by the client after the contract has been signed (e.g. due to termination), A-SQUARE is nevertheless entitled to the fees accrued up to that point.
(3) If the execution of the assignment is discontinued due to circumstances on A-SQUARE’s side that constitute good cause, A-SQUARE is entitled only to the portion of the fee corresponding to the services rendered up to that point. This applies especially if the client can still make use of the work already performed, despite the termination.
(4) Complaints regarding A-SQUARE’s work do not entitle the client to withhold payments owed to A-SQUARE.
(5) In the event of payment default, A-SQUARE has the right to either keep, reject, or postpone agreed deadlines for further service delivery—without the client being entitled to any claims against A-SQUARE as a result.

§ 10 Fees, Expenses, Payment Deadlines, and Consequences of Default
(1) The fee is agreed upon in the consulting contract between the client and A-SQUARE. A consulting contract is deemed concluded when the client accepts an offer from A-SQUARE and A-SQUARE subsequently confirms the assignment. A-SQUARE’s performance records serve as the basis for monthly fee invoicing.
(2) The agreed fees apply to working hours on weekdays between 08:00 and 18:00. Work performed outside these hours is subject to a 50% surcharge, or 100% on Sundays and public holidays, unless flat-rate fees have been agreed.
(3) Value Protection: The fee is value-protected and will be adjusted at least once per year to reflect any loss in purchasing power.
(4) Unless otherwise stated in the offer, A-SQUARE is entitled to reimbursement of travel expenses for assignments outside of Stans (Economy-class flights, first-class train travel, and, if applicable, expenses for a mid-range hotel) based on submitted copies of receipts, without surcharge. If applicable, costs for a mid-range rental car or EUR 0.50/km plus statutory VAT for use of a private vehicle will be charged. No surcharge or fare-like fee will be applied for passengers traveling in the rental or private vehicle, and no claims beyond the driver’s statutory liability can be asserted against A-SQUARE. There is no entitlement to passenger accident insurance. Such rides are not considered paid or taxi services, as they are provided free of charge to the passenger or their principal. In the absence of specific instructions, A-SQUARE may choose the most economical means of transport.
(5) Waiting and travel times are generally billed at half the hourly rate. In the case of an overnight stay, local travel times are only charged for the distance between the work location and the hotel.
(6) Fee invoices are payable in full within 14 days of receipt, without deductions.
(7) In the event of payment default, default interest is set at 7% per annum. A reminder fee of €9 is charged. All costs and expenses related to debt collection—including pre-litigation costs—are borne by the client.

May 2022