Terms and Conditions
These Terms and Conditions shall apply in the version valid at the time of commissioning or ordering (currently: 1 February 2026) to all services and products provided by Werner Paulin (hereinafter referred to as the “Contractor”) to businesses (hereinafter referred to as the “Client”). The term “Customer” is used synonymously with the term “Client” in these Terms and Conditions.
1. General Provisions / Scope of Application
1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor. The version valid at the time of conclusion of the contract shall be decisive.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships, even if they are not expressly referred to in subsequent contracts.
1.3 Any conflicting general terms and conditions of the Client shall be invalid unless expressly accepted in writing by the Contractor.
1.4 Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions or the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
2. Scope of the Consulting Assignment / Subcontracting
2.1 The scope of a specific consulting assignment shall be agreed upon contractually on a case-by-case basis.
2.2 The Contractor is entitled to have the tasks incumbent upon him/her performed in whole or in part by third parties. Payment to such third parties shall be made exclusively by the Contractor. No direct contractual relationship of any kind shall arise between the third party and the Client.
2.3 During the contractual relationship and for a period of three years after its termination, the Client undertakes not to enter into any business relationship of any kind with persons or companies engaged by the Contractor for the performance of contractual obligations. In particular, the Client shall not commission such persons or companies to provide consulting services identical or similar to those offered by the Contractor.
3. Duty of Disclosure of the Client / Declaration of Completeness
3.1 The Client shall ensure that the organizational framework conditions at its place of business allow for smooth and efficient execution of the consulting assignment.
3.2 The Client shall comprehensively inform the Contractor about any previous and/or ongoing consulting engagements, including those in other specialist areas.
3.3 The Client shall ensure that all documents necessary for the fulfillment and execution of the consulting assignment are provided to the Contractor in a timely manner without special request and that the Contractor is informed of all processes and circumstances relevant to the execution of the assignment. This also applies to documents, processes, and circumstances that become known during the course of the engagement.
3.4 The Client shall ensure that its employees and any legally required employee representative bodies are informed about the Contractor’s engagement prior to the commencement of services.
4. Safeguarding Independence
4.1 The contractual parties commit themselves to mutual loyalty.
4.2 The contractual parties undertake to take all measures necessary to prevent any threat to the independence of third parties and employees engaged by the Contractor. This applies in particular to offers of employment or acceptance of assignments on a personal basis by the Client.
5. Reporting Obligations
5.1 The Contractor undertakes to report to the Client on the progress of the work in accordance with the progress of the assignment.
5.2 The final report shall be provided to the Client within a reasonable period of time, i.e. two to four weeks after completion of the assignment, depending on its nature and scope.
5.3 In producing the agreed work, the Contractor is not subject to instructions, acts at his/her own discretion and responsibility, and is not bound to a specific place of work or working hours.
6. Protection of Intellectual Property
6.1 All copyrights to works created by the Contractor, his/her employees, or engaged third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor.
The Client may use such works during and after termination of the contractual relationship exclusively for purposes covered by the contract. The Client is not entitled to reproduce and/or distribute the work(s) without the express consent of the Contractor.
Under no circumstances shall unauthorized reproduction or distribution of the work give rise to any liability of the Contractor toward third parties, in particular with regard to the correctness of the work.
6.2 Any violation of these provisions by the Client entitles the Contractor to immediate termination of the contractual relationship and to assert further legal claims, in particular claims for injunctive relief and/or damages.
7. Warranty
7.1 Irrespective of fault, the Contractor is entitled and obliged to remedy any defects or inaccuracies that become known within the scope of statutory warranty provisions and shall inform the Client thereof without delay.
7.2 Warranty claims shall expire six months after the respective service has been rendered.
8. Liability / Damages
8.1 The Contractor shall be liable to the Client for damages — excluding personal injury — only in cases of intent or gross negligence. This shall also apply mutatis mutandis to damages caused by third parties engaged by the Contractor.
8.2 Claims for damages may only be asserted within six months after the Client becomes aware of the damage and the damaging party, but no later than three years after the event giving rise to the claim.
8.3 The Client bears the burden of proof that the damage is attributable to fault on the part of the Contractor.
8.4 If the Contractor performs the work with the assistance of third parties and warranty or liability claims arise against such third parties, the Contractor shall assign these claims to the Client. In such cases, the Client shall primarily pursue claims against the third parties.
9. Confidentiality / Data Protection
9.1 The Contractor undertakes to maintain absolute confidentiality regarding all business matters of which he/she becomes aware, in particular business and trade secrets, as well as all information relating to the nature, scope, and operational activities of the Client.
9.2 The Contractor further undertakes to maintain confidentiality regarding the content of the work and all information and circumstances obtained in connection with its creation, including data relating to the Client’s customers.
9.3 The Contractor is released from confidentiality obligations vis-à-vis any assistants or representatives engaged but shall fully impose confidentiality obligations upon them and shall be liable for any breaches as for his/her own.
9.4 The obligation of confidentiality shall remain in effect indefinitely beyond termination of the contractual relationship. Exceptions apply only where disclosure is required by law.
9.5 The Contractor is entitled to process entrusted personal data within the scope of the contractual purpose. The Client warrants that all necessary measures, in particular those required under data protection law, including obtaining required consents, have been taken.
10. Fees
10.1 Upon completion of the agreed work, the Contractor shall receive the fee agreed between the parties. The Contractor is entitled to issue interim invoices and request advance payments in line with project progress. Fees shall be due upon invoicing.
10.2 The Contractor shall issue invoices eligible for VAT deduction containing all legally required information.
10.3 If execution of the agreed work is prevented for reasons attributable to the Client or due to justified early termination by the Contractor, the agreement defined in the offer shall apply.
10.4 In the event of non-payment of interim invoices, the Contractor shall be released from the obligation to perform further services. This shall not affect the assertion of further claims.
11. Electronic Invoicing
11.1 The Contractor is entitled to transmit invoices to the Client in electronic form. The Client expressly agrees to receive electronic invoices.
12. Term of Contract
12.1 The contract shall generally terminate upon completion of the project and corresponding invoicing.
12.2 Notwithstanding the above, the contract may be terminated at any time by either party for good cause without notice. Good cause shall include in particular:
- material breach of contractual obligations by a party
- default in payment following initiation of insolvency proceedings
- justified concerns regarding the creditworthiness of a party where no insolvency proceedings have been initiated and where such party fails to provide advance payment or adequate security upon request
13. Final Provisions
13.1 The contractual parties confirm that all statements made in the contract are complete and truthful and undertake to promptly notify each other of any changes.
13.2 Amendments to the contract and these General Terms and Conditions must be made in writing; this also applies to any waiver of the written form requirement. No oral side agreements exist.
13.3 This contract shall be governed by substantive Austrian law, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance is the Contractor’s place of business. Jurisdiction lies with the competent court at the Contractor’s place of business.
Legal Validity
This English version of the General Terms and Conditions is provided for convenience only.
The German version shall be the sole legally binding version.