Consulting Training Coaching

General Terms and Conditions (GTCs)

  1. General principles / scope of application
    1. All legal transactions between the customer as client and COX Coaching & Consulting, Mag. Michaela Sauerwein – hereinafter referred to as COX – as contractor shall be governed exclusively by these General Terms and Conditions. The version valid at the time the contract is concluded shall apply.
    2. These General Terms and Conditions shall also apply to all future contractual relationships, even if no express reference is made to them in supplementary contracts.
    3. Conflicting general terms and conditions of the customer are invalid unless they are expressly recognized by COX in writing.
    4. 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 thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.
  2. Scope of the consulting assignment / representation
    1. The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
    2. COX is entitled to have the tasks incumbent upon it performed in whole or in part by third parties (subcontractors or vicarious agents). The third party shall be paid exclusively by COX itself. There is no direct contractual relationship of any kind whatsoever between the third party and the customer.
    3. The customer undertakes not to enter into any business relationship whatsoever with persons or companies that COX uses to fulfill its contractual obligations during and for a period of three years after termination of this contractual relationship. In particular, the customer shall not commission these persons and companies with such or similar consulting services that COX also offers.
  3. Duty of the customer to provide information / declaration of completeness
    1. The customer shall ensure that the organizational framework conditions at its place of business allow work to proceed as undisturbed as possible and conducive to the rapid progress of the scope of services.
    2. The customer shall also provide COX with comprehensive information about previous and/or ongoing consultations – also in other specialist areas.
    3. The customer shall ensure that COX is provided with all documents necessary for the fulfillment and execution of the consulting contract in a timely manner, even without being specifically requested to do so, and that COX is informed of all processes and circumstances that are of significance for the execution of the contract. This also applies to all documents, processes and circumstances that only become known during COX’s activities.
    4. The customer shall ensure that its employees and any employee representative body (works council) established by law are informed by COX prior to the commencement of its activities.
  4. Securing independence
    1. The contracting parties undertake to be mutually loyal.
    2. The contracting parties mutually undertake to take all precautions that are suitable to prevent the independence of commissioned third parties and employees of COX from being jeopardized. This applies in particular to offers of employment by the customer or the acceptance of orders for the customer’s own account.
  5. Reporting / reporting obligation
    1. COX undertakes to report to the customer on the progress of its work, that of its employees and, where applicable, that of third parties commissioned by COX.
    2. If contractually agreed, the customer shall receive a final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the order, after its completion.
    3. COX is not bound by instructions when fulfilling the order and acts at its own discretion and under its own responsibility. COX is not tied to any particular place of work or working hours.
  6. Protection of intellectual property
    1. The copyrights to the works created by COX and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with COX. They may only be used by the customer during and after termination of the contractual relationship for purposes covered by the contract. In this respect, the customer is not entitled to reproduce and/or distribute the work(s) without the express consent of COX. Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of COX – in particular for the accuracy of the work – towards third parties.
    2. Any breach of these provisions by the customer shall entitle COX to terminate the contractual relationship prematurely with immediate effect and to assert other statutory claims, in particular for injunctive relief and/or damages.
  7. Warranty
    1. COX shall be entitled and obliged, irrespective of fault, to rectify any inaccuracies and defects in its performance that become known within the scope of the statutory warranty. COX shall inform the customer of this immediately.
    2. The customer’s warranty claims expire six months after the respective service has been provided.
  8. Liability / Compensation
    1. COX shall only be liable to the customer for damages – with the exception of personal injury – in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage caused by third parties engaged by COX.
    2. Claims for damages by the customer can only be asserted in court within six months of becoming aware of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.
    3. In each case, the customer must provide proof that the damage is attributable to a fault on the part of COX.
    4. If COX provides its services with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, COX shall assign these claims to the customer. In this case, the customer must give priority to these third parties.
  9. Confidentiality / Data protection
    1. COX undertakes to maintain absolute confidentiality about all business matters that come to its knowledge, in particular business and trade secrets as well as any information that COX receives about the nature, scope of operations and practical activities of the customer.
    2. Furthermore, COX undertakes to maintain confidentiality towards third parties about the entire content of the services as well as all information and circumstances that it has received in connection with the fulfillment of the order, in particular also about the data of the client and employees of the customer.
    3. COX is released from its duty of confidentiality towards any assistants and vicarious agents that it uses. However, COX must impose the duty of confidentiality on them in full and is liable for their breach of the duty of confidentiality as for its own breach.
    4. The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of statutory obligations to give evidence.
    5. COX is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The customer warrants to COX that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects.
  10. Fee
    1. Upon completion of the agreed work, COX shall receive a fee in accordance with the agreement between the customer and COX. COX is entitled to submit interim invoices in accordance with the progress of the work and to demand payment on account in line with the progress made. The fee is due upon invoicing by COX.
    2. COX will issue an invoice entitling the customer to deduct input tax with all legally required features.
    3. Any cash outlays, expenses, travel costs, etc. incurred shall be additionally reimbursed by the customer on presentation of an invoice.
    4. If the agreed work is not performed for reasons attributable to the customer or due to a justified premature termination of the contractual relationship by COX, COX shall retain the right to payment of the entire agreed fee less expenses saved. If an hourly fee is agreed, the fee shall be paid for the number of hours that could have been expected for the entire agreed work, less the expenses saved.
    5. In the event of non-payment of interim invoices, COX shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
  11. Electronic invoicing
    1. COX is also entitled to send invoices to the customer in electronic form. The customer expressly agrees to the sending of invoices in electronic form by COX.
  12. Duration of the contract
    1. This contract shall generally end with the completion of the project/service and the corresponding invoicing.
    2. Nevertheless, the contract can be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular,
      • if a contracting party breaches material contractual obligations, or
      • if a contracting party defaults on payment after insolvency proceedings have been opened, or
      • if there are justified concerns regarding the creditworthiness of a contracting party in respect of which insolvency proceedings have not been opened and this party neither makes advance payments at the request of COX nor provides suitable security prior to COX’s performance and the poor financial circumstances of the other contracting party were not known when the contract was concluded.
  13. 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 immediately of any changes.
    2. Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. There are no verbal collateral agreements.
    3. This contract shall be governed by Austrian substantive law to the exclusion of the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is 5020 Salzburg. The competent court in the provincial capital of Salzburg is responsible for disputes.

COX Coaching & Consulting

Mag. Michaela Sauerwein
Fürstenallee 1
5020 Salzburg

connect@cox.co.at
+43 662 203 326