General Terms and Conditions for Business Consulting
By Miglena Hofer Consulting , Last updated on 25.06.2024
- General Terms and Conditions
1.1. Miglena Hofer Consulting is a brand owned by Mag. Miglena Hofer, LL.M., a certified business consultant and business mediator (“The Consultant”). Individuals and organizations contracting The Consultant’s services are The Client.
1.2. All services provided by the Consultant are subject to these General Terms and Conditions exclusively. The version valid at the time the contract is concluded shall be applicable
1.3. These General Terms and Conditions will apply to any future contracts between the Consultant and the Client, even if these General Terms and Conditions are not expressly referred to in collateral contracts.
1.4. Any conflicting General Terms and Conditions on the part of the Client will be invalid, unless they have been explicitly accepted in writing by the Consultant.
1.5. If any clause of these General Terms and Conditions is or become invalid, the other clauses and any contracts concluded pursuant to these provisions shall not be affected thereby. The invalid clause shall be replaced by a clause which best corresponds to the intention and economic purpose of the invalid clause.
2. Scope of Consulting Assignments / Representation
2.1. Types of services
- Development of concepts and strategy of founding a business; Writing a business plan: This services intent to give the client a clear vision of his business activity and provides them with a complete business plan which the client can use in front of banks, administrative authorities, investors etc. The scope of the services includes:
- Defining the value proposition of the business and which are the most important activities, the collection of products and services a business offers to meet the needs of its customers, that can be offered to client, and which will make the business unique selling point
- Defining the main activities in the company: defining the most important activities in executing a company’s value proposition
- Defining the most important resources that are necessary to create value for the customer.
- Defining the target group and the network, which has to be built in order to reach the target group.
- Identifying potential revenue streams
- Building partnerships
- Planning good practices for Diversity, Sustainability or Corporate Responsibility
- Reviewing and editing the business plan the Client created at the end of the concept development process.
- Business consultation and consultations within the company structure: Under the scope of the business consultations fall any matter connected to the process of founding and running a business. Typical such matters are choosing the appropriate legal form, registration with the tax office and basics of tax law, social insurance matters, basic of contracts law, preparing documentation, which is needed for the registration of the businesses, as well as upscaling and growing of the business, and issues arising from that and representation in front of the respective authorities in the context of the current case, strategic development, marketing, and sales strategy. This list is not exhaustive.
- 20-minutes free call: 20-minuntes free calls are given at the discretion of the Consultant as a one-time benefit to prospective clients. The call does not constitute advice. Its purpose is to establish whether the Consultant’s expertise serves the needs of the prospective client.
- Continues support and Business Development: The Consultant is available for questions and assignments to the Client on a continuous basis. The Client can use this service to gain continues support in the establishment, the running, and the growth of their business. The Client can choose various ways of receiving the support – via email, phone call, online, and in-person meetings, depending on the Consultant’s availability and schedule. The time used is recorded by the Consultant in a shared file with the Client. The Client is billed monthly for every hour used in the month. If the Client has used less than an hour, the billing is performed latest at the end of the quarter during which the support started. Unused time is transferred to the next quarter.
- Support and feedback by creating of “Term and Conditions”; “Privacy policy”, sample contracts: The scope of this service include creating together with the client suitable decisions about the Terms and Conditions and the Privacy Policy for the client’s services; Creating together with the client samples for contracts, offers, payment reminders etc.
- Human resources management: Support and feedback by Work Hour/Shift Models, Work Safety and Employee Rights, Diversity Management, Job Placement according to the Commercial and Labor Codes, Job Requirement and Skill Profiles, Job Descriptions
- Full Administrative Take-over: The Consultant follows independently (meaning without the involvement of the Client, unless such is necessary) deadlines and assignments that the specific business operation of the Client requires.
2.2. Types of assignments
The Consultant offers 3 types of assignments: Individual contracts, Package offers, and Continues support. The client can choose between the services, described in § 2.1., a combination of them, or one of the package services, described in § 2.2., let b. :
a. Individual contracts
The scope of the individual assignment shall be individually agreed upon by an individual contract. The contract can be in writing, an oral agreement, or an agreement in an email.
During the validity of this contract and for a period of three years after termination thereof, the Client shall agree not to enter into any kind of business transactions with persons or organisations the Consultant employs to perform the Client’s contractual duties. In particular, the Client shall not employ said persons or organisations to render consulting services the same or similar to those offered by the Consultant
b. Package offers
For the purposes of the optimisation of the consulting process the Client purchase the following registration packages:
- Registration of self-employment
- Consultation about the legal form of the future establishment and about the type of the business (if trade license is needed or not); consultation about the company name; consultation about possible registration with the Company
- Social security consultation: what type of social security is needed for the particular kind of business activities; what are the costs for this social insurance and what is covered by it.
- Tax consultation: What are the first steps upon the registration; What is the application form Verf24 and what is the legal regulation about the first registration with the tax office.
- Filling in official forms: Filling in the registration form for SVS, Verf24; Application form for a free trade license.
- One follow-up working hour (incl, calls with the authorities; e-mails; phone calls with the Client)
- Setting up a one person limited liability company (GmbH)
The package includes the following:
- Creating the articles of accession of the limited liability company, preparing the contract with the managing director(s),
- Assisting bank account opening
- Simplified company set-up or accompanying the founder(s) to the public notary.
- Communication with the company register.
- Filling in official forms: Filling in the registration forms for the social security and tax registrations; Application form for a free trade license.
- Up to one follow-up working hours (incl, calls with the authorities; e-mails; phone calls with the Client)
- The package is limited to 12 hours of work for the Consultant. Any additional hours will be billed according to the standard rate of the Consultant.
- Any disputes with the company register and/or other authorities are not included in the package and will be charged with the standard hourly rate of the consultant.
- Registration of a commercial partnership (OG) or a limited commercial partnership (KG)
The package includes the following
- Consultation about the legal form of the future establishment and about the type of the business (if trade license is needed or not); consultation about the company name; consultation about the registration with the Company Register, what type of social security is needed for the particular kind of business activities; what are the costs for this social insurance and what is covered by it. Clarification about the different types of social insurance plans with the public insurance fund (Sozialversicherung der Selbständigen). What are the first steps upon the registration; What is the application form Verf24 and what is the legal regulation about the first registration with the tax office.
- Creating the articles of accession of the limited liability company, preparing the contract with the managing director(s), scheduling appointments and accompanying the founder(s) to the public notary and the company register.
- Filling in official forms: Filling in the registration form for SVS, Verf24; Application form for a free trade license.
- Up to three follow-up working hours (incl, calls with the authorities; e-mails; phone calls with the Client)
- The package is limited to 10 hours of work for the Consultant. Any additional hours will be billed according to the standard rate of the Consultant.
c. Continues support
The Consultant is available for consultation by phone, online, or email which are not limited to a specific topic or timeframe. The Client can use this service to gain continues support in the establishment, the running and the growth of their business. Billing is done on a monthly basis unless otherwise agreed.
3. Client’s Obligation to Provide Information / Declaration of Completeness
3.1. The Client shall at all times duly make available to the Consultant all information and documents that the Consultant deems necessary to be able to carry out the assignment correctly, in the specific form and manner. Also, the Client shall provide all cooperation required for the proper and timely performance of the Engagement.
3.2. The Client shall duly inform the Consultant of any facts and circumstances or changes in facts and circumstances that may be relevant in connection with the execution of the assignment.
3.3. Furthermore, the Client shall guarantee the correctness, completeness, and reliability of any information provided to the Consultant.
3.4. The Client shall also inform the Consultant in detail about all previously conducted and/or currently active consulting projects, including those in other areas of competency, but may have impact on the Consultant’s work.
3.5. The Client shall ensure that all employees as well as any employee representation provided by the law, if established, are informed of the Consultant’s consulting activities prior to the commencement of the assignment
3.6. If the Client doesn’t meet these obligations, the Consultant shall be held harmless against all the loss, expenses, or damages arising by the Client’s negligence.
4. Performance of the Assignment
4.1. The Consultant shall determine the way and the person by whom the assignment will be carried out, taking into account, as far as is feasible, the reasonable requests expressed by the Client.
4.2. The Consultant shall complete the assignment with reasonable skill, care, and diligence in accordance with the Contract.
4.3. The Client hereby accepts that the time schedule allocated for the performance of an Engagement may be subject to change in case of an amendment to the individual contract and/or the services to be provided thereunder after the conclusion of the Engagement.
4.4 In case of any change of circumstances under which the assignment is to be performed which cannot be attributed to the Consultant, the Consultant may make any such amendments to the contract as it deems necessary to adhere to the agreed quality standard and specifications. Any costs arising from or related to this change of circumstances will be fully borne by the Client.
4.5. The Consultant may, at its discretion and, where possible, in consultation with the Client, replace the person or persons charged with performing the assignment, if and in so far as the Consultant believes that such replacement would benefit the performance of the assignment.
4.6. The Consultant shall provide the Client with such reports of his work on the Project at such intervals and in such form as the Client may from time to time require. The Client has the right to notify the Consultant that it wishes to modify its requirements in relation to the Project. Such modifications shall not enter into effect until the parties have agreed on the consequences thereof such as to the Contract fee and the completion date of the Project.
5. Maintenance of Independence
5.1. The contracting parties shall be committed to mutual loyalty.
5.2. The contracting parties shall be obligated to take all necessary measures to ensure that the independence of all persons working for the Consultant and/or of any third parties employed by the Consultant is not jeopardized. This applies particularly to any employment offers made by the Client or the acceptance of assignments on their own account.
5.3. The Consultant shall perform the assignment as an independent contractor.
6. Reporting / Obligation to Report
6.1. The Consultant shall be obligated to report to the Client on the progress of services performed by persons working for the Consultant and/or any third parties employed by the Consultant.
6.2. Clients who use the service Continues support are given access to their Client’s file. The Client’s file is a live document of all actions the Consultant has taken to fulfill the assignments, the date of the action, its duration, and when necessary, additional comments. Clients who have access to their Client’s file are given information about the status of the work upon their request or upon the Consultant’s discretion. 6.3. The Consultant shall not be bound by directives while performing the agreed service and shall be free to act at the Consultant’s discretion and under the Consultant’s own responsibility. The Consultant shall not be required to work in a particular place or to keep working hours.
7. Subcontractors
The Consultant shall be free to involve Subcontractors, availing of specific expertise, in the performance of the assignment, provided that the Consultant shall have these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to the Consultant.
8. Protection of Intellectual Property
8.1. The Consultant shall retain all copyrights to any work done by the Consultant and/or by persons working for the Consultant and/or by third parties employed by the Consultant (including but not limited to tenders, reports, analyses, expert opinions, organization charts, programs, performance descriptions, drafts, calculations, drawings, data media, etc.). During the contract period and after termination thereof, the Client may use these materials exclusively for the purposes described under the Contract. Therefore, the Client shall not be entitled to copy or distribute these materials without the explicit consent of the Consultant.
8.2 Any violation of this provision by the Client shall entitle the Consultant to prematurely terminate the Contract and to enforce other legal claims, in particular for restraint and/or damages.
9. Warranties
9.1. The Consultant shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Consultant’s work which have become known subsequently. The Consultant shall immediately inform the Client thereof.
9.2. This right of the Client expires six months after completion of the respective service.
10. Liability / Damages
10.1. The Consultant shall be liable to the Client for damages – with the exception of personal injury – only to the extent that these are the result of serious fault (intention or gross negligence). Correspondingly, this also applies to damages resulting from third parties employed by the Consultant.
10.2 Any claim for damages on the part of the Client may only be enforced by law within six months after those entitled to assert a claim have gained knowledge of the damage and the liable party, but not later than three years after the incident upon which the claim is based.
10.3. The Client shall furnish evidence of the Consultant’s fault.
10.4. If the Consultant performs the required services with the help of third parties, any warranty claims and claims for damages that arise against the third party shall be passed on to the Client. In this case, the Client shall primarily refer to the third party.
11. Confidentiality / Data Protection
11.1. The Consultant shall be obligated to maintain complete confidentiality concerning all business matters made known to the Client in the course of services performed, especially trade and company secrets and any other information concerning the type and/or scope of business and/or practical activities of the Client.
11.2. Furthermore, the Consultant shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work, particularly concerning data on the Client’s clients.
11.3. The Consultant shall not be obligated to maintain confidentiality towards any person working for the Client or representatives of the Client. The Client is required to obligate such persons to maintain complete confidentiality and shall be liable for any violation of confidentiality on their part in the same way as if the Client had breached confidentiality.
11.4. The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract.
11.5. The Consultant shall be entitled to use any personal data entrusted to the Consultant for the purposes of the services performed. The Consultant shall guarantee the Client that all necessary measures will be taken, especially those regarding data protection laws, e.g. that declarations of consent are obtained from the persons involved.
12. Remuneration
12.1. The Client shall pay the Consultant the fees at the rate according to the following price table:
| Price | Self-employment | Commercial partnership (OG or KG) |
Limited liability company with a single shares owner
|
| Registration packages |
EUR 490 Special price for premium members of Self-employed.at : EUR 450 |
EUR 2.000 |
starting from EUR 2.750 |
| A single hour of consultancy and/or continues support |
EUR 195 EUR 240 EUR 240 |
||
| A single hour of accompanying | EUR 195 EUR 240 EUR 240 |
||
| Workshop speaker – half day | EUR 800 |
||
| Workshop speaker – full day | EUR 1.500 |
||
| Weekend | EUR 2.500 |
||
12.2. Unless otherwise stated in the contract, the Consultant shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
12.3. Unless otherwise stated in the Contract, payment will be made within seven (7) days of receipt of an invoice, submitted monthly in arrears, for work completed. Payment shall be into the bank account mentioned in the invoice.
12.4. According to the nature of the assignment one, or two working hours shall be prepaid. The Consultant won’t be considered obligated to perform until the payment shows on the bank account, mentioned in the invoice.
12.5. The Package prices shall be paid upfront. The Consultant won’t be considered obligated to perform until the payment shows on the bank account, mentioned in the invoice.
12.6. Value Added Tax, where applicable, shall be shown separately on all invoices.
12.7. Any extra costs arising from or related to any delays in the completion of the assignment stemming from the failure of the Client to duly make available to the Consultant the requested information and documentation, shall be fully borne by the Client.
13. Online consultations
13.1. Online consultations are held through Microsoft Teams by default. Upon Client’s request, a different provider may be used.
13.2. The Consultation is being transcribed but NOT recorded by Otter.ai. Otter.at does not keep any files and data originating from the transcription.
14. Term and Termination
14.1. This contract terminates with the completion of the assignment.
14.2. Apart from this, this contract may be terminated for good cause by either party at any time without notice. Grounds for premature termination include the following:
- one party breaches major provisions of the Contract
- one party opens insolvency proceedings or the petition for bankruptcy is denied because of insufficient assets to cover expenses.
15. Force Majeure
Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with a Force Majeure event. Upon the occurrence of any Force Majeure event, the party suffering thereby shall promptly inform the other party by written notice thereof specifying the cause of the Force Majeure event and how it will affect its performance.
16. Final Provisions
16.1. The contracting parties declare that all information contained herein is accurate and made in good conscience. They shall be mutually obligated to immediately inform the other party of any changes.
16.2. Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing. This shall also apply to a waiver of this requirement in written form.
16.3. This contract is governed by the substantive law of the Republic of Austria excluding the conflict-of-law rules of international private law.
16.4. Place of fulfillment is the registered business establishment of the Consultant. Jurisdiction in all disputes is the court in the place where the Consultant is based.