GENERAL TERMS AND CONDITIONS
1. Contract partner, scope of the GTC and conclusion of contract
1.1 Mastermind Public Affairs Consulting GmbH (hereinafter referred to as the “Agency”) provides services for companies and associations (hereinafter referred to as the “Client”), in particular in the areas of lobbying, governmental relations, issues management, stakeholder management, political audits, strategic media relations and CSR.
1.2 These General Terms and Conditions (hereinafter referred to as “GTC”) are binding for all current and future contractual business relationships that the Agency enters into with a Client. By placing an order, the Client accepts the GTC.
1.3 The Agency reserves the right to amend these GTC insofar as this is legally necessary and possible without unfair disadvantage to the Client. Therefore, the version of the GTC valid at the time of the conclusion of the contract between the Agency and the Client shall be relevant. The Client shall be informed of any changes to the GTC in due time in writing (e-mail).
1.4 Deviating terms and conditions of the Client shall only become part of the contract if the Agency expressly agrees to their application in writing (e-mail) upon conclusion of the contract. This also applies to other collateral agreements.
1.5 These GTC shall therefore apply in all cases of a contractual relationship between the Agency and the Client, even if the Agency provides the consulting services without reservation regardless of the Client’s differing terms and conditions.
2. Object and scope of the contract
2.1 The consulting contract, in which the subject matter, description and scope of services and fees are agreed in writing, shall form the basis of the business relationship between the Agency and the Client in addition to these GTC. The Agency’s offers are nonbinding unless they are expressly designated as binding.
2.2 Subsequent changes to the agreed services (type of service; scope of service) require written confirmation (e-mail) by the Agency.
2.3 For the purpose of executing the contract, the Agency shall also transmit data and information of the Client to third parties. The Client expressly agrees to this.
2.4 The Agency shall not be responsible for delays in agreed performance deadlines or disruptions in the performance of services if they are due to force majeure (in particular official regulations, pandemic events in connection with Covid-19, power failures or telecommunications disruptions) or to circumstances for which the Client is responsible.
3. Cooperation obligations of the Client
3.1 In order to ensure the proper and trustworthy performance of the consulting services, the Client undertakes to provide the Agency with all necessary information, documents, data or other materials (“Materials”) in a timely manner and at their own expense. The Client shall ensure that they also inform the Agency in a timely manner during the term of contract about all circumstances that are essential for the performance of the consulting services. This shall apply, in particular, to deviating, new information.
3.2 The Client and the Agency shall each disclose the contact persons who will cooperate for the provision of services or who will be responsible for the agreed projects.
3.3 The Client assures that the Materials are not encumbered with rights of third parties and that the Client can transfer necessary rights of use to the Agency. Any liability of the Agency due to an infringement of rights of use is excluded.
3.4 If, as a result of incomplete, incorrect or subsequently amended information provided by the Client, the Agency repeats or delays the consulting services, the Client shall bear the additional expense.
3.5 The Client will have the legal conformity of the projects managed by the Agency independently checked, a legal review or advice by the Agency is not subject of the contractual relationship.
3.6 The Agency undertakes to use the Materials exclusively for the performance of the consulting services and to return them to the Client upon request after termination of the contractual relationship.
4. Fee and payment
4.1 The remuneration (flat project fee; daily rates) shall be agreed in each individual case and recorded in writing in the contract. The Agency can request that fees be paid in advance to cover costs and expenses. The Agency does not render its consulting services on the basis of contingent or success fee arrangements.
4.2 Additional or supplementary services not included in the contract shall be remunerated separately. This shall also apply in particular to the additional expenditure pursuant to item 3.4.
4.3 Expenses incurred for travel and lodging outside of Vienna are not included in the remuneration acc. to item 4.1. These shall be reimbursed separately against proof of receipt. The same shall apply to other material costs; these shall also be charged without any surcharge.
4.4 Unless otherwise agreed in writing, the fee is due 14 days without deduction after invoicing.
4.5 In the event of delay in payment by the Client, the statutory interest on arrears between companies shall apply. The assertion of further damages remains unaffected. In addition, the Agency may in this case withhold their own further services or terminate the contractual relationship prematurely at their own discretion (paragraph 5.3 below).
5. Contract duration, termination and early termination
5.1 Unless otherwise agreed between the Agency and the Client, the contract shall be concluded for an indefinite period of time. In the event of an agreed terminability, the contract shall end with this term without the need for a separate declaration of termination.
5.2 The parties may terminate the indefinite contract by giving two months’ notice to the last day of the month without stating reasons. The termination must be made in writing (e-mail).
5.3 The right to terminate the contract with immediate effect for good cause remains unaffected.
6. Right of use and copyright
6.1 The Agency retains copyrights to the services they create (in particular texts, offers, articles, press releases, graphics, drawings, strategies, presentations and other meeting documents), unless otherwise expressly agreed with the Client in writing.
6.2 The Agency’s services may be used by the Client both during and after termination of the contractual relationship exclusively for the agreed purpose and scope of use in Austria.
6.3 Reproduction or distribution is not permitted without the consent of the Agency, unless the Agency’s services were provided for this purpose.
7.1 The Agency, their staff and other vicarious agents undertake to treat all facts, unless generally known, which come to their knowledge in connection with their work for the Client as strictly confidential and not to make them available to third parties in any way whatsoever without the Client’s consent.
7.2 This duty of confidentiality shall also apply after termination of the contract.
8. Code of conduct
As a results-orientated service company operating at the juncture of politics, the economy and society at large, it is paramount that the Agency comply with all legal requirements governing or touching upon their professional activities, and that they adhere to generally accepted ethical and moral values, which should also be upheld by business partners and Clients. These principles and values are summarized in the Agency’s Code of Conduct (available at www.mastermind.cc) and form, therefore, an integral part of these GTC.
9. Liability and warranty
9.1 The Agency shall only be liable for damages of the Client caused by gross negligence or intent and shall in any case be limited to the foreseeable damage typical of the contract. These limits of liability shall also apply to staff and other vicarious agents of the Agency.
9.2 Liability for loss of data as well as for other damages that can be traced back to culpable conduct or contributory negligence on the part of the Client is excluded.
9.3 Claims due to defective performance (warranty) must be asserted in writing within two weeks of performance at the latest, otherwise they are deemed forfeited.
10. Applicable law
The legal relationship between the Agency and the Client shall be governed by Austrian law, excluding the conflict of law rules and the UN Convention on Contracts for the International Sales of Goods.
11. Place of performance and jurisdiction
11.1 The place of performance is the registered office of the Agency.
11.2 It is agreed that the place of jurisdiction for all disputes between the Agency and the Client shall be the Austrian court competent for the Agency’s registered office. In addition, the Agency is entitled to sue the Client at their general place of jurisdiction.
12. Final provisions
12.1 If any provision of these GTC is or becomes invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid and enforceable provision which comes closest to the legally invalid or unenforceable provision in terms of content and purpose.
12.2 Amendments or supplements to this contract must be made in writing. This also applies to the amendment of the written form of requirement.
12.3 The German version of these GTC shall be the legally binding version; the English translation is only for information purposes.