General Terms and Conditions
Effective: 24.09.2026
01 SCOPE
1.1 These General Terms and Conditions (GTC) apply to all contracts between marx consult e.U., Ziegelstraße 82, Top 4, 8045 Graz, Austria, company register no. FN 531275 m (hereinafter “Consultant”), and its clients for consulting, management and advisory services, including interim management as well as board and executive-advisor mandates.
1.2 The services are offered exclusively to entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB). The Consultant does not enter into contracts with consumers within the meaning of the Austrian Consumer Protection Act on the basis of these GTC.
1.3 These GTC also apply to future contracts without the need to refer to them again in each individual case. The client’s general terms and conditions apply only if the Consultant expressly agrees to them in writing.
1.4 Individual agreements in the consulting contract take precedence over these GTC.
02 CONCLUSION & SCOPE
2.1 The Consultant’s offers are non-binding. The contract is concluded upon written confirmation of the order or signature of the consulting contract; e-mail satisfies the written form requirement.
2.2 The type and scope of services are set out in the consulting contract or the order confirmation. The Consultant owes careful performance in accordance with the recognised principles of the profession, but not any specific economic result. A contract for work (Werkvertrag) is only established if expressly agreed.
2.3 The Consultant determines the place, time and manner of performance and is not subject to instructions regarding working hours. Reports, presentations and documentation are only owed where expressly agreed.
2.4 The Consultant may involve qualified third parties from its network of experts. The Consultant remains responsible to the client for their services; no contractual relationship arises between such third party and the client.
03 INTERIM & BOARD ROLES
3.1 Where the Consultant assumes a corporate office for a limited period (for example as managing director, member of the management or supervisory board or of an advisory board), the provisions of company law and the separate service agreement for that office apply in addition.
3.2 For such office, the client shall take out appropriate D&O insurance in favour of the Consultant or include the Consultant in existing cover, and shall indemnify the Consultant against third-party claims unless they are based on the Consultant’s intent or gross negligence.
3.3 Titles such as “Executive Advisor” describe the activity only and, without a separate agreement, establish neither a corporate office nor a power of representation or responsibility for staff.
04 CLIENT COOPERATION
4.1 The client shall provide the Consultant in good time and free of charge with all information, documents and access required for the performance of the services, and shall inform the Consultant of all circumstances that may be relevant to the mandate.
4.2 The client shall ensure that such information is complete and accurate. The Consultant may rely on its accuracy and is not obliged to verify it.
4.3 Delays or additional work resulting from insufficient cooperation are at the client’s expense.
05 LOYALTY & NON-SOLICITATION
5.1 The parties undertake to act loyally towards each other. During the term of the contract and for twelve months thereafter, the client shall not solicit or directly engage employees of the Consultant or experts involved by the Consultant without the Consultant’s consent.
5.2 The Consultant may also work for other clients. During an ongoing mandate, the Consultant will only work for competitors of the client after informing the client in advance.
06 FEES & PAYMENT
6.1 Fees are based on the consulting contract (fixed, monthly, daily or hourly fee). In the absence of a separate agreement, the Consultant’s current hourly rate applies. All amounts are exclusive of statutory VAT.
6.2 Travel and accommodation costs and other out-of-pocket expenses are charged separately against proof, unless otherwise agreed. Travel time counts as working time unless otherwise agreed.
6.3 Success-based fees, for example for financings or transactions, are agreed separately in writing.
6.4 Invoices are payable within 14 days of the invoice date without deduction. The Consultant may issue invoices electronically. In the event of late payment, the statutory default interest pursuant to Section 456 UGB and the lump-sum compensation pursuant to Section 458 UGB apply.
6.5 In the event of late payment, the Consultant may suspend further services until payment in full. Set-off against counterclaims is only permitted with claims that have been established by a court or acknowledged by the Consultant.
07 INTELLECTUAL PROPERTY
7.1 Copyright and other intellectual property rights in the documents, concepts, analyses and presentations prepared by the Consultant remain with the Consultant. Upon full payment, the client receives a non-exclusive, non-transferable right to use them for its own internal purposes to the agreed extent.
7.2 Disclosure to third parties, publication or modification requires the Consultant’s written consent. The Consultant’s methods, know-how and experience remain entirely with the Consultant.
08 WARRANTY
8.1 The Consultant shall correct inaccuracies in its work results that are attributable to it promptly and free of charge once they become known. The client shall notify defects in writing and in a comprehensible manner without delay, at the latest within three months of performance.
8.2 Warranty claims become time-barred six months after performance of the respective service.
09 LIABILITY
9.1 The Consultant is liable for damages only in cases of intent and gross negligence. Liability for slight negligence is excluded; this does not apply to personal injury.
9.2 To the extent permitted by law, liability is limited in amount to the fees paid by the client in the twelve months preceding the event giving rise to the damage. Liability for loss of profit, consequential damage, indirect damage and third-party claims is excluded.
9.3 Claims for damages must be asserted in court within six months of becoming aware of the damage and the party causing it, but no later than three years after the event giving rise to the claim.
9.4 Business decisions, in particular on investments, financings and transactions, are taken exclusively by the client. The Consultant does not provide legal, tax or investment advice and accepts no liability for the achievement of any specific economic result.
10 CONFIDENTIALITY & DATA PROTECTION
10.1 The Consultant shall treat as confidential all business and trade secrets of the client that come to its knowledge. This obligation survives termination of the contract and extends to third parties involved.
10.2 This does not apply to information that is publicly known, was already known to the Consultant or whose disclosure is required by law or by an authority.
10.3 After completion of the mandate, the Consultant may name the client as a reference unless the client objects. The content of the mandate will not be disclosed.
10.4 The Consultant processes personal data in accordance with the GDPR and its privacy statement. Where required, the parties will conclude an agreement pursuant to Art. 28 GDPR.
11 TERM & TERMINATION
11.1 The term of the contract and the notice periods are set out in the consulting contract. Unless otherwise agreed, contracts for an indefinite period may be terminated by either party in writing with three months’ notice to the end of a calendar month.
11.2 The right to terminate for good cause remains unaffected. Good cause exists in particular where a party breaches material contractual obligations despite a reminder, or where insolvency proceedings are opened over its assets or rejected for lack of assets.
11.3 Upon termination, the services rendered and expenses incurred up to that date shall be paid. If performance does not take place for reasons attributable to the client, the Consultant retains its claim to the agreed fee less any expenses saved pursuant to Section 1168 of the Austrian Civil Code (ABGB).
12 FINAL PROVISIONS
12.1 Amendments and additions to the contract must be made in writing; e-mail is sufficient. This also applies to any waiver of this form requirement.
12.2 Should any provision be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes closest to its economic purpose.
12.3 Austrian law applies, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Place of performance is Graz.
12.4 The competent court in Graz shall have jurisdiction over all disputes arising from or in connection with the contract.
12.5 In the event of discrepancies between the German and English versions, the German version shall prevail.