General Terms & Conditions

for management consulting — Xiao Chen, MBA

This is an English translation for informational purposes. The German version is the legally binding version. The contract language is German (see clause 19).

1. Scope and future engagements

• These Terms apply to all offers, services and contracts between me (Xiao Chen, MBA) and business clients (B2B). They are deemed agreed upon acceptance of an engagement.
• These Terms also apply to all future engagements between us, even if not explicitly referenced again.
• Individual agreements in the offer/contract take precedence over these Terms.

2. Contract formation and scope of services

• My offers are non-binding. Prices and services stated in offers are valid as a non-binding basis for 30 calendar days from the offer date; thereafter prices, services and timelines may change. Subject to availability. A contract is formed by written confirmation (e-mail suffices) or appointment confirmation.
• I owe careful, professional consulting; a specific commercial outcome is not guaranteed. The content and scope of services are set out in the offer/order confirmation and these Terms.

3. Client cooperation and completeness declaration

• You will provide all necessary information, documents, access and decisions in a timely manner, designate an authorised contact person, and inform me of any relevant prior consultations.
• You confirm that the information provided is complete and accurate and will notify me immediately of any changes.
• Delays or additional effort resulting from insufficient cooperation will lead to reasonable extensions of deadlines and will be charged additionally.

4. Use of third parties, independence, no-poach

• I may engage suitable third parties (subcontractors) and remain responsible for their performance.
• I am free from instruction in my work and determine the manner, place and time of service delivery independently.
• No-poach / anti-circumvention: During the engagement and for 12 months thereafter, you will not enter into a direct business relationship with third parties I have engaged in connection with the services I have provided or offered. A reasonable contractual penalty applies in the event of a breach; further claims remain unaffected.

5. Reporting and communication

• I will provide progress updates at reasonable intervals. Where provided for in the project, you will receive a final report within a reasonable time after completion.

6. Appointments, cancellations and rescheduling

• Individual appointments: Free cancellation/rescheduling up to 24 hours before the appointment; thereafter 50% of the agreed fee, and 100% in case of no-show.
• Workshops/training: Free cancellation up to 14 days before the date; thereafter 50%, and 100% within 7 days.
• I may reschedule for good cause (e.g. illness, force majeure) and will offer alternative dates promptly.

7. Fees, expenses, payment, e-invoicing

• The fee agreed in the offer (fixed price or daily/hourly rate) applies. Partial invoices are permitted.
• Expenses (travel, accommodation, out-of-pocket costs, necessary third-party services) will be charged as evidenced. Travel days are billed at 50% of the daily rate unless otherwise agreed.
• Prices are net of VAT where applicable.
• Payment terms: 14 days net from invoice date. In case of default: statutory default interest pursuant to § 456 UGB and reasonable reminder/collection costs; I may withhold services.
• Electronic invoicing: I may send invoices electronically (e.g. by e-mail); you agree to this.
• If the agreed work is not carried out for reasons on your side, or in the event of justified early termination by me, I retain the right to the agreed fee less saved expenses.

8. Change requests

• Change requests after engagement confirmation will be assessed promptly; the impact on effort, fees and timeline will be agreed jointly and confirmed in writing.

9. Acceptance and warranty

• Results are deemed accepted if you do not raise an objection with a comprehensible description of defects within 7 days of receipt.
• In the event of justified defects, I will first remedy or replace. If remediation fails twice, you may seek a reasonable reduction.
• Warranty claims must be asserted within 6 months of acceptance/handover; statutory claims for intent or gross negligence remain unaffected.

10. Usage rights and intellectual property

• Upon full payment, you receive a simple, non-transferable, non-sublicensable right to use the specific work results for the contractually agreed purpose. Methods, templates and know-how remain with me; source files are provided only upon express agreement.
• You may not reproduce or distribute my work without consent. In the event of a breach, I am entitled to extraordinary termination; further injunctive and damages claims remain unaffected.

11. Confidentiality and data protection

• I treat all business and trade secrets that come to my knowledge as confidential and use them solely for the performance of the contract. This obligation applies indefinitely; statutory disclosure obligations remain unaffected.
• I fully impose confidentiality obligations on any engaged third parties and am liable for their compliance as for my own conduct.
• I process personal data in accordance with the GDPR and my Privacy Policy. Should I process personal data on your behalf, we will conclude a data processing agreement in advance (Art. 28 GDPR).

12. Liability

• I am fully liable for intent and gross negligence, and for personal injury.
• In cases of ordinary negligence, I am only liable for breaches of material contractual obligations (cardinal obligations); liability is limited in amount to the foreseeable, contract-typical damage at the time of contract formation, but in any case not exceeding the total net fee paid in the 6 months prior to the damaging event.
• Liability for lost profits, indirect damages, consequential damages and data loss is excluded to the extent permitted by law.
• Where I engage third parties and warranty/liability claims arise therefrom, I assign those claims to you; you will primarily pursue those third parties.

13. Limitation periods (damages)

• To the extent permitted by law, claims for damages against me must be asserted in court within 6 months of knowledge of the damage and the party responsible, but no later than 3 years from the damage-causing event.
• Claims for personal injury and claims arising from intent or gross negligence are excluded from this limitation; statutory periods apply to these.
• This provision applies equally to contractual and statutory claims arising from breaches of duty; warranty claims are subject to the periods set out in clause 9.
• The mediation procedure agreed in clause 18 does not automatically suspend limitation periods; protective measures (e.g. filing a claim) may be taken in parallel.

14. Force majeure

• Events outside my control (e.g. public network outages, epidemics, natural events, governmental measures, strikes) release me from my performance obligation for their duration and to the extent of their impact; deadlines are extended accordingly.

15. Set-off, retention, assignment

• Set-off is only permitted against undisputed or legally established claims. Retention rights apply only to counter-claims arising from the same contractual relationship.
• Claims under the contract may only be assigned with my prior written consent.

16. Contract duration and termination

• The contract ends upon completion/acceptance of services and invoicing.
• Extraordinary termination for good cause is possible at any time. Good cause includes in particular: material breach of contract despite a reasonable grace period, default in payment despite a reminder, insolvency proceedings opened or rejected for lack of assets, or justified doubts about creditworthiness where no advance payment or security is provided upon request.

17. References

• I may mention your name and logo as a reference (without confidential content) unless you object in writing.

18. Dispute resolution / mediation

• For disputes arising from this contract that cannot be resolved amicably, we agree to engage registered commercial mediators (ZivMediatG) from the list of the Austrian Federal Ministry of Justice before initiating legal proceedings. If no agreement on the mediator or subject matter is reached within one month, or if mediation fails, legal steps may be taken.
• The right to take time-preserving measures (e.g. interruption or suspension acts) remains unaffected.

19. Governing law, place of performance, jurisdiction, written form, severability, language

• Austrian substantive law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
• Place of performance is Vienna. Exclusive jurisdiction lies with the competent court for 1220 Vienna. (I work exclusively B2B.)
• Amendments and supplements require written form; e-mail suffices unless a stricter form is required by law.
• Should individual provisions be or become invalid, the contract remains valid in all other respects; the invalid provision shall be replaced by a valid one that comes closest to the economic purpose.
• The contract language is German. This English translation is provided for informational purposes only; the German version is legally binding.

Provider / Contact

Xiao Chen, MBA — Fischerstrand 16/1, 1220 Vienna, Austria
hello@gap2overlap.com | +43 664 811 3622