General Terms and Conditions

1. Scope of Application

  • 1.1 For all legal transactions between the client and Sigismund GmbH, only these General Terms and Conditions apply. The version valid at the time of the contract conclusion is decisive.
  • 1.2 These General Terms and Conditions also apply to all future contractual relationships, even if no explicit reference is made to them in supplementary contracts.
  • 1.3 Conflicting General Terms and Conditions of the client are invalid unless they are expressly acknowledged in writing by Sigismund GmbH.
  • 1.4 If individual provisions of these General Terms and Conditions are 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 is to be replaced by a valid provision that comes closest to its meaning and economic purpose.
  • 1.5 This contract generally ends with the completion of the consulting project and the corresponding invoicing.
  • 1.6 Notwithstanding this, the contract can be terminated at any time by either party for important reasons without observing a notice period. An important reason is particularly considered to exist if:
    • A party violates essential contractual obligations, or
    • A party falls into arrears after the opening of insolvency proceedings, or
    • There are justified concerns about the creditworthiness of a party for which no insolvency proceedings have been initiated, and this party neither makes advance payments at the request of Sigismund GmbH nor provides adequate security before the services of Sigismund GmbH, and the poor financial situation of the other party was not known at the time of the contract conclusion.

2. Consulting Services

  • 2.1 The consulting service of Sigismund GmbH consists of the role of a sparring partner on leadership advice. The scope of a specific consulting assignment is contractually agreed upon a case-by-case basis.
  • 2.3 As a consulting company, Sigismund GmbH exclusively enters into service contracts and not work contracts.
  • 2.4 Sigismund GmbH acts independently and on its own responsibility when providing the agreed service. Sigismund GmbH is not bound to any specific workplace or working hours.
  • 2.5 Sigismund GmbH is entitled to have its tasks performed wholly or partly by third parties. The payment of the third party is made exclusively by Sigismund GmbH. No direct contractual relationship of any kind arises between the third party and the client. The client is committed to not entering into any business relationship of any kind with persons or companies used by Sigismund GmbH to fulfill its contractual obligations, during and for a period of three years after the termination of this contractual relationship.
  • 2.6 The contracting parties commit to mutual loyalty and ensure the independence of third parties and employees commissioned by Sigismund GmbH in the performance of their tasks. This applies particularly to offers from Sigismund GmbH for employment and the assumption of assignments on its own account.

3. Obligation to Inform

  • 3.1 The client ensures in a comprehensive manner that all conditions within their control, particularly the fulfillment of their complete duty to provide information, enable the efficient fulfillment of the consulting assignment and the targeted progress of the consulting process.
  • 3.2 The client will comprehensively inform Sigismund GmbH about previously conducted and/or ongoing consultations, including in other areas of expertise.
  • 3.3 Sigismund GmbH commits to report to the client on its work, the work of its employees, and, if applicable, that of commissioned third parties, in accordance with the progress of the work.

4. Copyright

  • 4.1 The copyrights to the services provided by Sigismund GmbH and its employees, as well as commissioned third parties (e.g., offers, reports, analyses, know-how, etc.), remain with Sigismund GmbH.
  • 4.2 These may only be used by the client during and after the termination of the contractual relationship for purposes covered by the contract. The client is not authorized to reproduce and/or distribute any content, information, know-how, insights, conclusions, consultations, etc., provided through the services without the express consent of Sigismund GmbH. Under no circumstances does the reproduction/distribution of the content, information, know-how, insights, conclusions, consultations, etc., provided through the services create any liability on the part of Sigismund GmbH—particularly regarding the accuracy of the service—towards third parties. Should Sigismund GmbH incur any damage due to the reproduction or distribution of the content, information, insights, conclusions, consultations, or know-how of the provided consulting service, the client shall be liable to Sigismund GmbH for compensation of the resulting damages.
  • 4.3 A violation of these provisions by the client entitles Sigismund GmbH to immediate termination of the contractual relationship and the assertion of other legal claims, particularly for injunctions and/or damages.

5. Liability

  • 5.1 The consulting services of Sigismund GmbH are based on specific industry experience, according to the latest knowledge and information available to Sigismund GmbH at the time of preparation. The subject of the contract is the agreed service and not a specific success. Sigismund GmbH only provides recommendations for action as part of the consulting services. The decision to implement the recommendations lies solely with the client. Sigismund GmbH assumes no responsibility for the implementation of the recommendations.
  • 5.2 To the extent that this does not violate mandatory law, Sigismund GmbH is liable for damages caused to the client in connection with the consulting contract only if the damages were caused by gross negligence or willful misconduct. Liability for gross negligence is limited to the fee agreed upon for the respective consulting contract. These limitations of liability do not apply to compensation for personal injury. The client must prove that the damage was caused by the fault of Sigismund GmbH.
  • 5.3 A liability exclusion also applies to any communication and forwarded information through different technologies, especially where public accessibility is easy, such as the internet and email, which can be read by unauthorized third parties using simple technical means, and as a result, the sender and the recipient, as well as potentially confidential content, can be clearly identified.
  • 5.4 If Sigismund GmbH provides the service with the help of third parties and warranty and/or liability claims arise against these third parties due to their gross negligence, Sigismund GmbH assigns these claims to the client. In this case, the client shall seek recourse exclusively from these third parties.

6. Confidentiality / Data Protection

  • 6.1 Sigismund GmbH commits to maintain absolute confidentiality regarding all business matters that come to its knowledge, in particular trade and business secrets, as well as any information it receives about the nature, scope of operations, and practical activities of the client.
  • 6.2 Furthermore, Sigismund GmbH is committed to maintaining confidentiality over the entire content of the consulting service and all information and circumstances that have come to its attention in connection with the provision of the consulting service, especially the data of the client's clients, and to keep them confidential from third parties.
  • 6.3 Sigismund GmbH is released from its duty of confidentiality towards any assistants and representatives it employs, but it must fully impose this duty of confidentiality on them.
  • 6.4 The duty of confidentiality extends indefinitely beyond the termination of this contractual relationship. Exceptions exist in the case of legally mandated disclosure obligations.
  • 6.5 Sigismund GmbH is entitled to process the personal data entrusted to it as part of the purpose of the contractual relationship. The client guarantees Sigismund GmbH that all necessary measures, particularly those in accordance with data protection laws (such as consent declarations from the affected individuals), have been taken.
  • 6.6 Sigismund GmbH does not assume any confidentiality commitment and disclaims any liability for the disclosure of information due to errors in data transmission not caused by it, particularly unauthorized access by third parties, such as hacking attacks on email accounts, phones, or other electronic devices.

7. Fee

  • 7.1 The fee, including its amount and payment terms for the consulting services provided by Sigismund GmbH, is agreed upon with the client for each consulting project.
  • 7.2 Upon provision of the consulting service, Sigismund GmbH receives the fee agreed upon between the client and Sigismund GmbH. Sigismund GmbH is entitled to issue interim invoices in accordance with the progress of the work.
  • 7.3 The fee is due upon invoicing by Sigismund GmbH.
  • 7.4 Sigismund GmbH will issue an invoice that meets all legal requirements, particularly including value-added tax regulations. The client explicitly agrees to receive invoices electronically from Sigismund GmbH.
  • 7.5 Additionally, any expenses incurred, such as travel costs, will be agreed upon individually for each project.
  • 7.6 If the execution of the agreed consulting service is omitted for reasons attributable to the client, or due to justified early termination of the contractual relationship by Sigismund GmbH, Sigismund GmbH retains the right to payment of the full agreed fee, minus any saved expenses. In the case of an hourly or daily rate, the fee for the hours or days expected for the full consulting service must be paid, minus any saved expenses. The saved expenses are agreed at a flat rate of 30% of the fee for services that Sigismund GmbH has not yet provided at the time of contract termination.
  • 7.7 In the event of non-payment of interim invoices, Sigismund GmbH is released from its obligation to provide further services. However, this does not affect the assertion of other claims resulting from the non-payment.
  • 7.8 The client is in default if the fee is not paid promptly. During the default period, Sigismund GmbH is entitled to default interest of five percentage points above the base interest rate. The assertion of additional damages resulting from the delay remains unaffected.

8. Final Provisions

  • 8.1 The contracting parties confirm that all information in the contract has been provided conscientiously and truthfully and commit to promptly informing each other of any changes.
  • 8.2 Amendments to the contract and these General Terms and Conditions must be made in writing; this also applies to any deviation from this formal requirement. Oral side agreements do not exist.
  • 8.3 This contract is governed by substantive Austrian law, excluding the conflict-of-law rules of international private law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the location of Sigismund GmbH's business establishment. The court at the location of Sigismund GmbH's business is responsible for resolving disputes.
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