1. General Principles / Scope of Application

1.1 These General Terms and Conditions shall apply exclusively to all legal transactions between the Client and the Contractor – hereinafter only the term Contractor shall be used. The version valid at the time of the conclusion of the contract shall be authoritative in each case.

1.2 These General Terms and Conditions shall also apply to all future contractual relationships, thus even if not expressly referred to in supplementary contracts.

1.3 Any conflicting general terms and conditions of the Customer(s) shall be invalid unless expressly accepted by the Contractor(s) in writing. 1

.4 In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to its meaning and economic purpose.

2. Scope of the Consulting Assignment / Deputization

2.1 The scope of a specific consulting assignment shall be contractually agreed in each individual case.

2.2 The Contractor shall be entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by the Contractor itself. No direct contractual relationship whatsoever shall arise between the third party and the Client.

2.3 The Customer undertakes not to enter into any business relationship whatsoever with persons or companies which the Contractor uses to fulfill its contractual obligations during and up to the expiry of three years after termination of this contractual relationship. In particular, the Customer shall not commission these persons and companies with such or similar consulting services that are also offered by the Contractor.

3. Duty of Clarification of the Client / Declaration of Completeness

3.1 The Client shall ensure that the organizational framework conditions for the performance of the consulting assignment at its place of business allow for undisturbed work conducive to the rapid progress of the consulting process.

3.2 The Customer(s) shall also inform the Contractor(s) comprehensively about previously performed and/or ongoing consultations – also in other specialist areas.

3.3 The Client(s) shall ensure that all documents necessary for the performance and execution of the consulting assignment are submitted to the Contractor in a timely manner, even without the Contractor´s special request, and that the Contractor is informed of all processes and circumstances that are of importance for the execution of the consulting assignment. This shall also apply to all documents, processes and circumstances which only become known during the activity of the Contractor.

3.4 The Client(s) shall ensure that his/her/their employees and the employee representation (works council) provided for by law and established, if any, are already informed by the Contractor prior to the commencement of the Contractor’s activities.

4. Safeguarding Independence

4.1 The contracting parties commit to mutual loyalty.

4.2 The contracting parties mutually commit to take all precautions suitable to prevent the independence of the commissioned third parties and employees of the Contractor from being jeopardized. This shall apply in particular to offers made by the Client(s) for employment or the acceptance of orders on their own account.

5. Reporting / Reporting Obligation

5.1 The Contractor commits himself to report to the Client on its work, that of its employees and, if applicable, that of commissioned third parties in accordance with the progress of the work.

5.2 The client(s) shall receive the final report within a reasonable period of time, i.e. two to four weeks, depending on the type and scope of the consulting assignment after completion of the assignment.

5.3 The Contractor shall be free from instructions in the production of the agreed work, shall act at his own discretion and under his own responsibility. He shall not be bound to any specific place of work and working hours.

6. Intellectual Property Protection

6.1 The copyrights to the works created by the Contractor and his employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance descriptions, drafts, calculations, drawings, data carriers, etc.) shall remain with the Contractor. They may be used by the Client(s) during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client(s) shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Contractor. Under no circumstances shall an unauthorized reproduction/dissemination of the Work give rise to any liability on the part of the Contractor – in particular, for example, for the correctness of the Work – to third parties.

6.2 The violation of these provisions by the Customer(s) shall entitle the Contractor to immediately terminate the contractual relationship prematurely and to assert other statutory claims, in particular for injunctive relief and/or damages.

7. Warranty

7.1 The Contractor shall be entitled and obligated, irrespective of fault, to remedy any inaccuracies and defects in his performance that become known within the scope of the statutory warranty. He shall inform the Client(s) thereof without delay.

7.2 This claim of the Client(s) shall expire after six months after the respective service has been rendered.

8. Liability / Compensation

8.1 The Contractor shall only be liable to the Client for damages – except for personal injuries – in the event of gross negligence (intent or gross negligence). This shall also apply mutatis mutandis to damage caused by third parties engaged by the Contractor.

8.2 Claims for damages by the Client(s) may only be asserted in court within six months of knowledge of the damage and the damaging party, but at the latest within three years of the event giving rise to the claim.

8.3 The Client(s) shall in each case furnish 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 and/or liability claims arise against these third parties in this context, the Contractor(s) shall assign these claims to the Client(s). In this case, the Client(s) shall give priority to these third parties. 9. Confidentiality / Data Protection

9.1 The Contractor commits himself to maintain absolute confidentiality about all business matters of which he becomes aware, in particular business and trade secrets as well as any information which he receives about the type, scope of operation and practical activities of the Client.

9.2 Furthermore, the Contractor commits himself to maintain confidentiality to third parties regarding the entire content of the Work as well as all information and circumstances that it has received in connection with the creation of the Work, in particular also regarding the data of clients of the Client(s).

9.3 The Contractor shall be released from the duty of confidentiality to any assistants and substitutes it uses. However, he shall fully transfer the duty of confidentiality to them and shall be liable for their breach of the duty of confidentiality as for his own breach.

9.4 The duty of confidentiality shall extend indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally stipulated obligations to testify.

9.5 The Contractor shall be entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Client(s) shall warrant to the Contractor that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent by the data subjects. 10. Honorarium/Fees

10.1 After completion of the agreed work, the Contractor shall receive a fee in accordance with the agreement between the Client and the Contractor. The Contractor shall be entitled to issue interim invoices in accordance with the progress of the work and to demand payment on account in accordance with the respective progress. The fee shall be due in each case upon invoicing by the Contractor.

10.2 The Contractor shall in each case issue an invoice entitling to input tax deduction with all legally required features.

10.3 Any cash outlays, expenses, travel costs, etc. incurred shall be reimbursed additionally from the Customer against invoicing by the Contractor.

10.4 If the agreed work is not performed for reasons on the part of the Client(s) or due to a justified premature termination of the contractual relationship by the Contractor, the Contractor shall retain the claim to payment of the entire agreed fee less saved expenses. If an hourly fee has been agreed, the fee shall be paid for that number of hours that could have been expected for the entire agreed work, less the expenses saved. The saved expenses are agreed as a lump sum of 30 percent of the fee for those services which the Contractor(s) has/have not yet performed by the date of termination of the contractual relationship.

10.5 In the event of non-payment of interim invoices, the Contractor shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.

11. Electronic Invoicing

11.1 The Contractor shall be entitled to send invoices to the Client(s) also in electronic form. The Client(s) expressly agrees to the Contractor sending invoices in electronic form.

12. Duration of the Contract

12.1 In principle, this Agreement shall end upon completion of the Project and the corresponding invoicing.

12.2 Notwithstanding the foregoing, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular, – if a contracting party breaches material contractual obligations, or – if a contracting party defaults on payment after insolvency proceedings have been opened, or – if there are justified concerns about the creditworthiness of a contracting party in respect of which insolvency proceedings have not been opened and the latter fails to make advance payments at the request of the Contractor or to provide suitable security prior to performance by the Contractor and the poor financial circumstances of the other contracting party were not known at the time the contract was concluded.

13. Final Provisions

13.1 The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to notify each other immediately of any changes.

13.2 Amendments to the contract and these GTC must be made in writing, as must any waiver of this formal requirement. Verbal collateral agreements do not exist.

13.3 This contract shall be governed by Austrian substantive law, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance shall be the place of the Contractor’s professional establishment. The court at the Contractor’s place of business shall be responsible for disputes. The Professional Association of Management Consultancy, Accounting and Information Technology recommends the following mediation clause as a business-friendly means of settling disputes: (1) In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties mutually agree to involve registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of the Business Mediators or on the content, legal action shall be taken at the earliest one month after the failure of the negotiations. (2) In the event of a mediation which has not been concluded or which has been terminated, Austrian law shall apply in any legal proceedings which may be instituted. All necessary expenses incurred as a result of a prior mediation, in particular also those for legal advisors consulted, may be claimed as “pre-litigation costs” in court or arbitration proceedings as agreed.