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General Terms of Business

Stand: August 2018

 

Preamble

The core competency of the PANTARHEI ADVISORS Group is advising its clients effectively, efficiently, and diligently in solving complex challenges, in which strategic communications and the development of specific, success-oriented strategies, as well as the focused representation of interests play a critical role.

The PANTARHEI ADVISORS Group maintains that any services rendered as part of a legal transaction must satisfy the highest standards and are among the best in its line of business. The PANTARHEI ADVISORS Group develops best-practice approaches and thus creates value that is measurable and sustainable.

Among other things, the recruitment of excellence, the ongoing education and training of its employees, as well as the permanent monitoring, evaluation and development of the PANTARHEI ADVISORS Group’s services form the cornerstones of the assurance of continuing maximum quality.

 

1.   General principles and scope

1.1 These general terms of business apply to all companies in the PANTARHEI ADVISORS Group (referred to below as ‘agent’). They are based upon the rules of conduct laid down in current Austrian and European legal standards, to which the agent subscribes. When working in other countries, the relevant national rules apply secondarily.

1.2 The agent shall advise the client (referred to below as ‘principal’) explicitly on the legal obligations under Austrian and European legislation (in particular, the obligation to be registered in the lobbying and transparency register). Conclusion of the agreement signifies that the principal is in agreement with any obligations of disclosure arising from that (also concerning the principal).

1.3 These general terms of business shall apply to any legal transaction between the principal and agent exclusively. The relevant version is that applicable on the date the agreement is concluded.

1.4 These general terms of business shall also apply to any future contractual relations. Accordingly, they also apply even when they are not referred to explicitly in supplemental agreements.

1.5 Conflicting general terms of business of the principal are void, unless the agent accepts them in writing explicitly.

1.6 In the event that any provision of these general terms of business is or becomes unenforceable, this shall not affect the enforceability of the remaining provisions or the contracts concluded on the basis thereof. The unenforceable provision shall be replaced by one that comes closest to it in meaning and economic purpose.

 

2.   Scope of the consulting assignment and delegation

2.1 The scope of particular consulting assignments shall be agreed upon by contract case-by-case.

2.2 The agent shall be entitled to delegate some of the tasks incumbent upon it to third parties and shall advise the principal of this. The principal has already given its consent upon entering into the agreement. No direct contractual relations of any kind shall arise between third parties and the principal.

2.3 Where required, specific provisions of these general terms of business shall also be imposed upon third parties. The agent shall make the arrangements necessary for compliance with these general terms of business by third parties by concluding agreements with them, as appropriate.

 

3.   Principal’s duty of disclosure and declaration of completeness

3.1 DDuring the performance of the consulting assignment at its place of business, the principal shall ensure that in as far as possible the organisational environment permits working without disturbance in a manner conducive to the rapid progress of the consultation.

3.2 The principal shall provide the agent with comprehensive information about previously conducted or ongoing consultations, including in other fields of specialisation.

3.3 The principal shall ensure that the agent is furnished with any documents necessary for the fulfilment and execution of the consulting assignment in a timely manner and that it is advised of any transactions and circumstances of significance to the execution of the consulting assignment, even without the agent making a specific request. The same shall apply to any documents, transactions or circumstances that become known in the course of the consulting assignment.

 

4.   Assurance of independence and conflicts of interest

4.1 The agent shall give absolute priority to the interests of the principal. The highest quality standards, independence, objectivity, transparency, integrity, confidentiality, truthfulness, and no undue influence reflect the guiding principles for the activities of the agent.

4.2 The subject matter, content and/or objectives of the particular legal transaction are the criteria for establishing whether the agent has a conflict of interest in the course of its activities for the principal.

4.3 As a general rule, a conflict of interest would exist if the agent believes that the services required by the principal affect or may affect the subject matter, content and/or objectives of another principal adversely.

4.4 Establishing whether a conflict of interest exists involves sharing information and/or clarification of the subject matter in question with the principal. In the event that a conflict of interest does exist, the agent shall, at its own discretion, opt to give up or not accept the assignment.
 
In the event that a conflict of interest does not exist but the subject matter of different principals is related or similar, the agent shall ensure that team exclusivity and data security prevail.

4.5 Agents belonging to the PANTARHEI ADVISORS Group can only have a conflict of interest within their own company. Conflicts of interest between agents belonging to the PANTARHEI ADVISORS Group are not possible, as in this case an organisational and a spatial separation is already in place.

4.6 No company belonging to the PANTARHEI ADVISORS Group can guarantee exclusivity in terms of geographic region, industry and/or subject matter as an agent.

 

5.   Reporting and obligation to report

5.1 The agent undertakes to report to the principal on the progress of its work, that of its employees, and where applicable that of any third party it engages.

5.2 The principal shall receive the final report within a reasonable period. Depending on the type of consulting assignment, this shall be within two to four weeks of completion of the agreement.

5.3 In the execution of the agreed work, the agent shall not be subject to instructions and shall act on the basis of its expertise, experience, and network on its own responsibility. It is not constrained to a specific place of work or specific hours of work.

 

6.   Protection of intellectual property

6.1 The copyrights on the works created by the agent, its employees, and any third party it engages (in particular, offers, reports, analyses, opinions, organisation plans, programs, specifications, drafts, computations, graphics, data media, etc.) shall remain with the agent. The principal may use them during and after termination of the contractual relationship only for the purposes covered by the agreement. Inasmuch, the principal is not entitled to reproduce, edit and/or distribute the work (works) in full or in part without the explicit consent of the agent. On no account shall the agent be liable to third parties on the grounds of unauthorised reproduction/editing/distribution of the work (for the accuracy of the work, in particular).

6.2 Violation of these provisions by the principal shall entitle the agent to terminate the contractual relationship early and without notice, as well as to enforce claims under copyright and other legislation, in particular for injunctive relief or damages.

 

7.   Warranty

7.1 The agent is entitled and required to remedy any errors or deficiencies in its performance that come to its notice without regard to blame. It shall advise the principal of this without undue delay.

7.2 This entitlement of the principal shall expire six months after completion of the assignment.

 

8.   Liability and damages

8.1 With the exception of personal injury, the agent shall be liable to the principal for damages only in cases of intent or gross negligence. The agent shall not be liable for indirect damages, consequential damages (including those caused by a defect), lost profits, damages that are purely of a financial nature, interest losses or damages arising from the claims of any third party. This shall apply mutatis mutandis to damages attributable to any third party engaged by the agent.

8.2 The principal may only assert a claim for damages by legal proceedings within six months of becoming aware of the damage and the party liable, but by no later than three years after the event giving rise to the claim.

8.3 In each case, the principal must provide evidence to show that culpability for the damage rests with the agent.

8.4 In the event that the agent provides the work with the assistance of a third party and any warranty or liability claims against the third party arise in this context, the agent shall assign these claims to the principal. In such cases, the principal shall primarily refer to this third party. Section 7 shall apply to warranty claims against such third parties mutatis mutandis.

 

9.   Confidentiality

9.1 DThe agent and its employees undertake to treat in the strictest confidence the content of the agreements and any information exchanged in the course of the cooperation and execution of the agreement, and not to bring such content or information to the attention of any entity by any means.

9.2 The agent undertakes to impose this obligation on any third party engaged in the performance of the agreement by legally sound, traceable means.

9.3 The obligation of confidentiality does not apply to information that
a.) the principal has released for communication to implement the agreement
b.) was proven to be in the public domain and/or known to the agent and its employees on the date the agreement was concluded or
c.) enters the public domain and/or becomes known to the agent and its employees without the violation of a confidentiality obligation on a later date, and/or
d.) must be disclosed on the grounds of a mandatory provision or a final administrative order. In the latter case, the agent is required to inform the principal of the obligation to disclose without undue delay and to consult with the principal on the content of the information requiring disclosure.
 

This obligation does not apply to matters of criminal law or threats to life, physical integrity, freedom or the property of third parties.

 

10.   Data privacy

10.1 The agent and its employees undertake to treat in the strictest confidence and not to disclose to any third party any data that come to their notice in the course of performing their activities or any other business and trade secrets of the principal. The foregoing does not apply to the statutory disclosure of data to administrative bodies.

10.2 The disclosure of data shall always require the corresponding written consent of the principal. In the event that written consent is not given (if the disclosure of data to administrative bodies is requested), the agent shall, in agreement with the principal and at the principal’s expense and risk, obtain an administrative decision on the disclosure of data and where appropriate appeal it.

This obligation does not apply to matters of criminal law or threats to life, physical integrity, freedom or the property of third parties.

 

11.   Fees

11.1 As a general rule, the „fee entitlement“ shall arise upon rendering the service in accordance with the agreement between the principal and agent. The agent shall be entitled to render intermediate invoices and to demand payments on account as required by the progress of the work, however. In each case, the fee shall be due and payable when the agent renders the corresponding invoice.

11.2 In each case, the agent shall raise an invoice that enables the deduction of VAT and contains any other elements required by law. The agent is entitled to send its invoices to the principal in electronic form. The principal explicitly agrees to accept invoices sent by the agent in electronic form.

11.3 The principal shall reimburse any out-of-pocket expenditures, expenses, travel costs, etc. separately when the agent renders the corresponding invoice.

11.4 In the event that the work agreed upon is not completed for reasons attributable to the principal or due to early termination of the contract by the agent for valid reasons, the agent shall be entitled to claim full payment of the fee agreed upon, less any expenses not incurred. In the event that an hourly fee has been agreed upon, the fee shall be paid for the number of hours it was expected to take to complete all the work agreed upon, less expenses not incurred. Expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the agent did not perform by the date of termination of the agreement.

11.5 In the event that intermediate invoices are not paid, the agent shall be released from its obligation to render further services. This shall not affect any further claims arising from default of payment.

 

12.   Duration of the agreement

12.1 As a general rule, the agreement shall end upon completion of the project.

12.2 Moreover, either party may terminate the agreement at any time without notice for valid reasons. Valid reasons include but are not limited to:
a.) if a contracting party violates material obligations of the contract;
b.) if insolvency proceedings are opened on the principal’s assets or are not opened for lack of assets or if the principal defaults on payment after insolvency proceedings are opened, and
c.) if there are legitimate concerns about the creditworthiness of a principal for whom insolvency proceedings have not been opened and who fails to make advance payments or provide appropriate security at the request of the agent before the performance of the agent and the poor financial circumstances of the principal were not known to the agent when the agreement was concluded.

 

13.   Final provisions

13.1 The contracting parties confirm that all the information in the agreement has been provided conscientiously and accurately and each party undertakes to notify the other of any changes without undue delay.

13.2 Amendments to the agreement and these general terms of business, including to this formal requirement, shall be made in written form. Additional oral agreements do not exist.

13.3 This agreement is subject to substantive Austrian law; the referring statutes of international private law are excluded. The place of performance is the place of business of the agent. The place of jurisdiction for any dispute is the court responsible for the place of business of the agent.