General Terms and Conditions governing assignments between the Principal and Data-Hub Sholudchenko FlexKapG.
All legal transactions between the Principal and the Agent (Yevgen Sholudchenko, owner of Data-Hub Sholudchenko FlexKapG) are exclusively subject to these General Terms and Conditions. The version valid at contract execution applies.
These conditions apply to future contractual relationships even without express reference. Any conflicting General Terms and Conditions on the part of the Principal shall be invalid unless they have been explicitly accepted in writing by the Agent.
If any provision becomes invalid, the other provisions remain unaffected, and invalid provisions are replaced by ones matching the original intention.
Each consulting assignment's scope is individually agreed by contract.
The Agent shall be entitled to subcontract, in whole or in part, the services for which the Agent is responsible to third parties. Payment occurs exclusively through the Agent, with no contractual relationship between the Principal and third parties.
For three years after contract termination, the Principal shall agree not to enter into any kind of business transactions with persons or organisations the Agent employs to perform the Agent's contractual duties, particularly regarding similar consulting services.
The Principal must ensure organizational conditions at their place of business allow a timely, undisturbed consulting process.
The Principal must inform the Agent about previous and current consulting projects in all competency areas and provide all necessary documents and relevant information promptly. This includes information discovered during assignment performance.
The Principal shall ensure that all employees, as well as any employee representation (works council) provided by law, if established, are informed of the Agent's consulting activities prior to the commencement of the assignment.
Both parties commit to mutual loyalty.
Both parties must take measures ensuring the independence of the Agent's personnel and employed third parties is not jeopardized, particularly regarding employment offers or independent assignments.
The Agent shall be obligated to report to the Principal on the progress of services performed by persons working for the Agent and/or any third parties employed by the Agent.
Final reports are delivered two to four weeks after assignment completion, depending on assignment type.
The Agent shall not be bound by directives while performing the agreed service and shall be free to act at the Agent's discretion and under the Agent's own responsibility.
Unless otherwise agreed, the Agent shall retain all data in order to use it for the internal validation process, training of algorithms and other tools used for data extraction. The Agent accepts no liability to third parties for material accuracy in case of unauthorized copying or distribution.
Upon violation, the Agent shall be entitled to immediate termination of the contractual relationship and to assert any other statutory claims, in particular claims for omission and/or damages.
The Agent shall be entitled and obligated, regardless of fault, to correct any errors and/or inaccuracies in the Agent's work which have become known subsequently. The Principal is informed immediately.
This right of the Principal expires six months after completion of the respective service.
Except for personal injuries, the Agent shall be liable to the Principal for damages only to the extent that these are the result of serious fault (intention or gross negligence). This applies to damages from third parties employed by the Agent.
Damage claims must be enforced within six months of learning about the damage and the liable party, but no later than three years after the incident. The Principal provides fault evidence.
If third parties perform services, warranty and damage claims against them pass to the Principal, who primarily addresses the third party.
The Agent shall be obligated to maintain complete confidentiality concerning all business matters made known to the Agent in the course of services performed, especially trade and company secrets and any other information concerning the type and/or scope of business.
Furthermore, the Agent shall be obligated to maintain complete confidentiality towards third parties concerning the content of the work completed, as well as any information and conditions that contributed to the completion of the work.
The Agent does not owe confidentiality to the Agent's personnel or representatives but requires them to maintain confidentiality, remaining liable for violations.
The obligation to maintain confidentiality shall persist indefinitely even after termination of this Contract. This does not apply when legally required to disclose.
The Agent shall be entitled to use any personal data entrusted to the Agent for the purposes of the services performed. The Agent guarantees compliance with Austrian Data Protection Act requirements, including obtaining the necessary consents.
After completing the agreed services, the Agent shall receive the remuneration agreed upon in advance between the Agent and the Principal. The Agent may render intermediate accounts and demand payment as work progresses. Payment is due immediately after invoicing.
Invoices include all legally required elements and allow input tax deduction.
Cash expenditures, expenses and travel costs are reimbursed upon receipt submission.
If work is not completed due to Principal reasons or premature Agent termination for cause, the Agent shall be entitled to claim payment in full of the remuneration agreed upon in advance, less expenses not incurred. For hourly fees, the Principal pays the expected hours for the entire assignment, minus unincurred expenses calculated as 30% of fees for unperformed services.
If intermediate invoices remain unpaid, the Agent shall be released from the Agent's commitment to provide further services. Other default claims remain valid.
The Agent shall be entitled to transmit invoices electronically. The Principal explicitly agrees to accept invoices transmitted electronically by the Agent.
The contract terminates upon project completion and corresponding invoicing.
Either party may terminate for good cause without notice. Grounds include:
Both parties declare the information is accurate and made in good conscience, obligating immediate notice of changes.
Modifications of and amendments to this Contract or these General Terms and Conditions shall be made in writing; this shall also apply to a waiver of this requirement.
This Contract is governed by the substantive law of the Republic of Austria, excluding the conflict-of-law rules of international private law and the CISG. The Agent's registered place of business serves as the location of fulfilment and court jurisdiction.
The Principal is aware of the fact that the Agent may work with third parties that are based outside of Europe, and agrees to this.
The Austrian Professional Association of Management Consultancy recommends mediation for disputes unsolvable by mutual agreement. The parties agree to engage a listed mediator from the Austrian Ministry of Justice. Should selection prove impossible, legal action commences only after one month of negotiation failure.
If mediation cannot occur or is discontinued, litigation follows Austrian law. Pre-trial costs, particularly legal advisor expenses, may be claimed in subsequent litigation or arbitration.
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