General Terms and Conditions (GTC) - English Translation
1. General Principles / Scope
(1) These General Terms and Conditions (GTC) apply to all legal transactions between the client (business or consumer) and the contractor, Michael Schilde Business Consulting e.U., FN 622332w, Commercial Register Court of Wiener Neustadt, with registered office in Perchtoldsdorf, represented by the owner Michael Schilde (hereinafter referred to as the "Contractor").
(2) These GTC govern the provision of business consulting services, training courses, online courses, webinars, and the purchase of digital content by businesses and consumers. Unless otherwise agreed, they apply to transactions with consumers as well as to transactions with businesses and companies.
For consumers within the meaning of the Consumer Protection Act (KSchG), the mandatory statutory consumer protection provisions also apply. In the event of any conflict between these GTC and the mandatory provisions of the Consumer Protection Act (KSchG) or the Consumer Protection Act (FAGG), the latter shall prevail.
(3) These General Terms and Conditions also apply to all future contractual relationships, even if this is not expressly stated in supplementary agreements.
(4) Conflicting general terms and conditions of the client are invalid unless they are expressly acknowledged in writing by the contractor.
(5) In the event that individual provisions of these General Terms and Conditions are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and economic purpose.
(6) "Online courses" and "training courses" within the meaning of these General Terms and Conditions include digital content, webinars, live workshops, pre-recorded training modules, and supplementary learning materials. These can be provided by way of individual booking or subscription models.
2. Scope of the Consulting Contract / Representation
(1) The scope of a specific consulting contract will be contractually agreed upon in each individual case.
(2) The Contractor is entitled to outsource the tasks assigned to it, in whole or in part, to third parties. Payment to the third party shall be made exclusively by the Contractor. No direct contractual relationship of any kind shall arise between the third party and the Client.
(3) The Client undertakes not to enter into any business relationship of any kind with persons or companies that the Contractor uses to fulfill its contractual obligations and which it has disclosed to the Client, both during and for a period of three years after the termination of this contractual relationship. In particular, the Client will not engage these persons and companies for the same or similar consulting services that the Contractor also offers.
3. Client's Duty to Provide Information / Declaration of Completeness
(1) The Client shall ensure that the organizational framework conditions at its place of business allow for the most uninterrupted work possible during the fulfillment of the consulting assignment, conducive to the rapid progress of the consulting process.
(2) The Client shall also provide the Contractor with comprehensive information about previously conducted and/or ongoing consulting work – including in other specialist areas.
(3) The Client shall ensure that all documents necessary for the fulfillment and execution of the consulting engagement are submitted to the Contractor in a timely manner, even without the Contractor's specific request, and that the Contractor is informed of all events and circumstances relevant to the execution of the consulting engagement. This also applies to all documents, events, and circumstances that only become known during the Consultant's work.
(4) The Client shall ensure that its employees and the legally prescribed and, if applicable, established employee representative body (works council) are informed of the Contractor's work before the Contractor begins.
4. Ensuring Independence
(1) The contracting parties undertake to act with mutual loyalty.
(2) The contracting parties mutually undertake to take all appropriate precautions to prevent any threat to the independence of the commissioned third parties and the Contractor's employees. This means in particular that the Client will not make any offers of employment or the acceptance of orders on the Contractor's employees on their own account.
5. Reporting / Reporting Obligation
(1) The Contractor undertakes to report to the Client on its work, the work of its employees, and, if applicable, the work of third parties commissioned by it, in accordance with the progress of the work.
(2) The Client will receive the final report within a reasonable time, i.e., two to four weeks, depending on the nature and scope of the consulting assignment, after completion of the assignment.
(3) The Contractor is free from instructions in the production of the agreed work, acts at its own discretion, and under its own responsibility. It is not bound to a specific work location or working hours.
6. Protection of Intellectual Property
6.1 Management Consulting and Services for Companies
(1) The copyrights to the works created by the Contractor, its employees, and commissioned third parties (in particular, offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data storage media, etc.) remain with the Contractor. They may be used by the Client during and after termination of the contractual relationship exclusively for the purposes covered by the contract. The Client is therefore not entitled to reproduce and/or distribute the work(s) without the Contractor's express consent. Under no circumstances shall unauthorized reproduction/distribution of the work create liability on the part of the Contractor – in particular, for the accuracy of the work – towards third parties.
(2) A breach of these provisions by the Client entitles the Contractor to immediately terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.
6.2 Online Courses and Digital Content
(1) By purchasing an online course or digital content, the Client acquires a non-exclusive, non-transferable, and time-limited right of use.
(2) The acquired digital content is intended exclusively for the Client's personal or internal business use. Any reproduction, public reproduction, distribution to third parties, or commercial use without the express consent of the Contractor is prohibited.
(3) The Contractor reserves the right to block access to online courses or digital content if violations of usage rights are discovered.
7. Warranty
(1) The Contractor shall perform the tasks assigned to it with the care of a prudent businessman and in compliance with generally accepted scientific and technical principles.
(2) Apart from this, the Client acknowledges that, in the absence of a guaranteed success, the Contractor provides no guarantee for any specific success or a specific quality of its services.
(3) The Contractor does not guarantee the uninterrupted availability of online courses, online learning materials, or online videos, nor does it guarantee the accuracy and completeness of the content. However, if digital content or online courses are unavailable for a period of more than 48 hours due to technical problems, the Client will be offered a reasonable extension of the usage period or a partial refund of the purchase price.
(4) Under no circumstances will the Contractor provide a warranty for defects related to the Client's failure to fulfill its cooperation obligations stipulated in these Terms and Conditions or the contracts concluded on the basis thereof.
8. Liability / Damages
(1) The Contractor shall be liable to the Client for damages – except for personal injury – only in the event of gross negligence (intent or gross negligence) and only up to the amount of the contract value or the insured amount of any additional business liability insurance. This also applies mutatis mutandis to damages caused by third parties engaged by the Contractor. Liability for mere financial losses, indirect damages, consequential damages, loss of data, and lost profits is excluded in all cases.
(2) The Client shall provide evidence that the damage was due to the Contractor's negligence.
(3) If the Contractor performs the work with the assistance of third parties and warranty and/or damage claims arise against these third parties in this context, the Contractor assigns these claims to the Client. In this case, the Client shall primarily address these third parties and indemnify and hold the Contractor harmless.
9. Confidentiality / Data Protection
(1) The Contractor undertakes to maintain absolute confidentiality regarding all business matters of which it becomes aware, in particular business and trade secrets, as well as any information it receives regarding the nature, scope of operations, and practical activities of the Client.
(2) Furthermore, the Contractor undertakes to maintain confidentiality towards third parties regarding the entire content of the work as well as all information and circumstances that have come to its attention in the context of the provision of services, in particular regarding the data of the Client's customers.
(3) The Contractor is released from the obligation of confidentiality towards any assistants and representatives it employs. However, it must fully impose the obligation of confidentiality on them and is liable for any breach of the confidentiality obligation by them as if it were its own breach.
(4) The obligation of confidentiality extends indefinitely, even beyond the end of the contractual relationship. Exceptions exist in the case of statutory obligations to provide information.
(5) The Contractor is entitled to process the Client's personal data entrusted to it within the scope of the contractual relationship. The Client warrants to the Contractor that all necessary measures have been taken for this purpose, in particular those pursuant to the relevant data protection regulations, such as declarations of consent from the data subjects.
(6) The Contractor is entitled to use anonymized customer feedback for marketing purposes, unless expressly agreed otherwise. The Contractor guarantees that no personally identifiable information will be used without the Client's prior consent.
10. Fee
10.1 Fees for Management Consulting and Services for Companies
(1) Upon provision of the agreed service, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor.
(2) The Contractor is entitled to issue interim invoices in accordance with the progress of the work and to request advance payments or partial payments for the respective progress.
(3) The Contractor shall issue an invoice entitled to input tax deduction with all legally required details.
(4) Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed by the Client upon presentation of an invoice by the Contractor, unless otherwise agreed.
(5) If the contract is not fulfilled for reasons attributable to the Client or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor retains the right to payment of the entire agreed fee less any saved expenses. If an hourly fee is agreed, the fee shall be paid for the number of hours expected for the entire term of the contract, less any saved expenses. The saved expenses are agreed as a flat rate of 30 percent of the fee for those services that the Contractor has not yet provided by the date of termination of the contract.
(6) In the event of non-payment of interim invoices, the Contractor is released from its obligation to provide further services. However, this does not affect the assertion of further claims resulting from non-payment.
(7) Unless otherwise agreed, the fee is due without deduction within 14 days of the invoice being issued.
10.2 Prices and Payment Terms for Online Courses and Training Courses
(1) The prices for online courses, training courses, and digital content are available prior to booking or purchase and, unless otherwise stated, include statutory sales tax.
(2) Payment for online courses or training is due immediately and is made using the payment methods offered. Access to digital content or live training will only be activated after full payment.
(3) Subscription models are automatically extended for the agreed period unless canceled in writing before the expiry of the agreed period.
(4) Refunds are generally excluded after activation or use of digital content, unless required by law.
10.3 Non-Payment and Refusal of Performance
(1) In the event of late payment, the Contractor is entitled to charge default interest at the statutory rate.
(2) The Contractor is entitled to discontinue further services or block access to digital products as long as outstanding claims against the Client exist.
11. Electronic Invoicing
(1) The Contractor is entitled to send invoices to the Client electronically (e.g., by email or via an invoice portal).
(2) The Client expressly consents to the Contractor sending invoices electronically.
(3) The Client expressly agrees that all communication between the contracting parties, such as the transmission of invoices, may also be conducted electronically in the form of unencrypted or only transport-encrypted emails to the Client's most recently notified email address.
12. Term of the Contract
12.1 Management Consulting and Project-Based Services
(1) This contract generally ends upon completion of the project and full invoicing.
(2) The contract may nevertheless be terminated by either party at any time for good cause without notice. Good cause shall be deemed to include, in particular,
- if a contracting party breaches material contractual obligations, or
- if a contracting party defaults on payment after insolvency proceedings have been initiated, or
- if there are legitimate concerns regarding the creditworthiness of a contracting party against whom insolvency proceedings have not been initiated, and the contracting party, upon the contractor's request, neither makes advance payments nor provides suitable security prior to the contractor's performance, and the other contracting party's poor financial circumstances were not known at the time the contract was concluded.
(3) Ongoing consulting contracts with regular services (e.g., monthly support) may, unless otherwise agreed, be terminated by either party subject to one month's notice effective at the end of the month.
12.2 Online Courses and Subscriptions
(1) The purchase contract for digital content, as well as the conclusion of subscriptions to online courses and similar services offered via the Contractor's webshop, is concluded upon granting access authorization to the content.
(2) An online course subscription can be canceled at any time, effective at the end of the current billing period.
(3) For live training courses, a cancellation period of 7 days before the start of the event applies. After this period, a refund of the purchase price is only possible if the training is canceled or postponed by the Contractor.
13. Dispute Resolution
(1) In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to engage registered mediators (ZivMedi-atG) specializing in commercial mediation from the list of the Ministry of Justice for the out-of-court settlement of the dispute. If no agreement can be reached regarding the selection of commercial mediators or the content of the dispute, legal action will be initiated no earlier than one month after the failure of negotiations.
(2) In the event of a mediation that fails or is terminated, Austrian law shall apply to any legal proceedings that may be initiated.
(3) All necessary expenses incurred as a result of prior mediation, in particular those for retained legal advisors, may be claimed as "pre-trial costs" in court or arbitration proceedings, as agreed.
14. Final Provisions
(1) The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other promptly of any changes.
(2) Amendments to the contract and these General Terms and Conditions must be made in writing; this requirement also applies to any waiver of this formal requirement. Oral ancillary agreements are not permitted.
(3) This contract is governed by Austrian substantive law, excluding the conflict of law provisions of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of the Contractor's professional establishment. The court at the Contractor's place of business shall have jurisdiction for disputes. If the Client is a consumer within the meaning of the Consumer Protection Act (KSchG), Section 14 of the Consumer Protection Act (KSchG) shall apply.
(4) The Contractor reserves the right to amend or supplement these General Terms and Conditions at any time. Amendments may be made, for example, to respond to changes in business practices, market conditions, technological developments, changes in the legal situation, or for other valid reasons.
(5) The Client will be informed of any significant changes to the Terms and Conditions within a reasonable period of time before the changes come into effect. Clients have the right to object to the changes within 14 days of receiving the notification. If no objection is raised, the amended Terms and Conditions shall be deemed accepted. In the event of an objection, the Contractor reserves the right to terminate the contractual relationship in compliance with the applicable notice periods.
(6) Notification of changes to the Terms and Conditions shall be made in writing or in text form, for example by email, to the Client's last known address.
(7) Where designations referring to natural persons in this contract are used only in the masculine form, they refer equally to persons of any gender. When applying the designation to specific natural persons, the gender-specific form shall be used in each case.
15. Right of Withdrawal for Consumers
(1) If the Client is a consumer within the meaning of the Consumer Protection Act (KSchG), they have the right to withdraw from this contract within 14 days of conclusion of the contract without giving any reason (right of withdrawal).
(2) The right of withdrawal expires prematurely if the Customer expressly agrees to be provided with access to digital content (e.g., online courses or training) before the expiry of the withdrawal period and has acknowledged that they thereby waive their right of withdrawal (Section 18 (1) (11) FAGG).
(3) To exercise the right of withdrawal, the Consumer must inform the Contractor of their decision to withdraw from this contract by means of an unambiguous declaration (e.g., by email or post).
(4) It is sufficient if the notification of the exercise of the right of withdrawal is sent before the expiry of the period.
(5) To exercise the right of withdrawal, the Client may use the following model withdrawal form, although this is not mandatory:
Withdrawal form
To Michael Schilde Business Consulting e.U., R.-Hamerling-G. 3/2, 2380 Perchtoldsdorf, [email protected]:
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)
Ordered on (*)/received on (*)
Name of the consumer(s)
Address of the consumer(s)
Signature of the consumer(s) (only if notification is on paper)
Date
(*) Delete as appropriate.
As of: March 13, 2025
Download: General Terms and Conditions