Terms & Conditions

General terms and conditions (GTC) for business process outsourcing

of Trenkwalder Business Services GmbH

Last updated: 03.08.2023

1. General information

These General terms and conditions apply to all services related to “Business Process Outsourcing” provided by Trenkwalder Business Services GmbH, located at 1030 Vienna, Rennweg 97-99 Kern 8/6. OG (hereinafter referred to as “Trenkwalder”).

For reasons of better readability, persons are referred to using the male form in these General terms and conditions. This always refers to both female and male persons.

2. Business Process Outsourcing – Type and scope of service

The range of services offered by Trenkwalder Business Services GmbH includes various services, in particular the handling of the following processes: IT services, call centre management - CRM (inbound & outbound), supply chain management, outsourcing of personnel recruitment processes (RPO), remote and home agent-based work solutions, in particular flexible and customised work solutions for B2B and B2C back office and CRM services, personnel management; finance and accounting; internal logistics; industry-specific administration work; electronic data processing; production-related services; picking and packing; inventories and stocktaking; quality management and sorting.

The scope of a specific order (hereinafter also referred to as “project”) is contractually agreed between Trenkwalder and the client in each individual case.

The contract therefore consists of the individual agreement and these GTC, unless other documents are attached as annexes to the individual agreement or the individual agreement expressly refers to other documents (together referred to as the “contract”).

3. Contract duration

Unless another specific start date has been agreed, the contract shall enter into force upon acceptance of the offer, at the latest with the first necessary step taken by Trenkwalder to provide the agreed service on the basis of the order placed by the client.

Before the start of the contract, Trenkwalder is entitled, but not obliged, to begin providing the services.

This contract generally ends with the completion of the project, i.e. provision of the agreed service, unless another term has been agreed.

4. Service provision

4.1. Organisation

Unless otherwise specified in the contract, Trenkwalder is free to organise the provision of services at its own discretion. Trenkwalder will take the legitimate interests of the client into account appropriately.

4.2. Place of performance

Insofar as no other place of performance has been contractually agreed, the 

(i) service shall be provided at the place resulting from the nature of the service, 

(ii) in case of doubt at the registered office of Trenkwalder Business Services GmbH.

4.3. Performance time

Time specifications are non-binding unless they have been expressly marked as binding. Times in days refer exclusively to working days, unless expressly stated otherwise.

4.4. Associated companies

Trenkwalder is entitled to provide the agreed services with the support of affiliated companies which, irrespective of an entry in the commercial register or another public register, are part of the worldwide Trenkwalder Group network or affiliated with a company integrated in the network, or which were founded to take over the business of Trenkwalder or are otherwise authorised to do so.

4.5. Subcontractors

Trenkwalder is entitled to use subcontractors to fulfil the obligations of Trenkwalder Business Services GmbH and is liable for the conduct of the subcontractors as if it were its own fault in accordance with the applicable legal provisions. 

4.6. Obligation of the client to cooperate

In order to be able to properly provide its own services, Trenkwalder is dependent on the client fulfilling the performance and cooperation obligations assigned to it in the individual agreement and creating the conditions for the provision of services by Trenkwalder as set out in the individual agreement. The client shall provide these services as agreed, at its own expense, completely and on time.

4.7. Client’s obligation to provide information

The client shall provide Trenkwalder with all information and documents required to provide the agreed services. The client shall inform Trenkwalder as soon as possible of any changes to the IT system or the data to be processed that may affect the services to be provided by Trenkwalder, in particular with regard to effort, time and costs.

4.8. Provision of IT infrastructure and rooms

If Trenkwalder employees have to work for the client in order to provide the contractually agreed services, the client shall, at its own expense, provide separate premises for Trenkwalder Business Services GmbH, computers tested by the client and integrated into its IT infrastructure, and an internet connection that meets the standard. The client remains responsible for providing suitable backup, security and virus checking programs on the entire IT infrastructure at its own expense.

5. Fees

Unless otherwise agreed in the individual agreement, the client shall pay for the agreed services provided by Trenkwalder Business Services GmbH based on the time and materials used. The remuneration for the time and material expenditure shall be determined from the individual agreement.

If the parties have expressly agreed on a fixed price for certain services provided by Trenkwalder Business Services in the individual agreement, the client shall remunerate these services by paying the fixed price. The amount of the fixed price is determined from the individual agreement.

Invoicing will be done monthly unless the parties have agreed on a fixed price. Fixed-price services will be invoiced as soon as the relevant services have been provided by Trenkwalder.

The fee is due for payment immediately after invoicing without deduction and will be charged plus 20% VAT. Invoicing is done electronically. The client expressly agrees to the sending of information in electronic form and undertakes to provide its email address, which is to be used for this purpose. In case of late payment, the statutory interest rate of 9.2% plus the applicable base interest rate will be charged. As compensation for the collection costs, the client will be charged reminder fees of €40 per reminder run.

If the credit rating is insufficient, Trenkwalder will only provide the service against advance payment. If no or insufficient insurance cover can be obtained, Trenkwalder is entitled to withdraw from the contract.

If the order is not terminated for reasons on the part of the client or due to a justified premature termination of the contract, Trenkwalder retains the right to payment of the entire agreed fee less the expenses saved.

6. Price adjustment

Trenkwalder is entitled to increase the agreed remuneration rates by 5% for the first time after the expiry of 12 months from the start of the contract and no more than once a year in accordance with changing market conditions, significant economic changes, changes in VAT and current cost developments at Trenkwalder. As soon as the remuneration increases by more than 5%, the client is entitled to terminate the contract with immediate effect at the time the increase takes effect, with a notice period of six weeks after receipt of the request for the increase. The announcement of a price adjustment will be sent by email to the address provided for contract communication.

7. Liability

Trenkwalder is liable to the client for damages – except for personal injuries – only in the event of gross negligence (wilful intent or gross negligence).

The liability of Trenkwalder is limited to 100% of the respective order value if Trenkwalder breaches a material contractual obligation. A contractual obligation is essential if its fulfilment makes the proper execution of the contract possible in the first place and on whose compliance the contractual partner can regularly rely.

Subject to the above provisions, Trenkwalder’s liability is excluded.

The client’s claims for damages can only be asserted in court within six months of becoming aware of the damage, but at the latest within three years of the event giving rise to the claim.

8. Termination

8.1. An individual agreement can be terminated by either party at any time in writing, subject to a period of notice of 3 months to the last day of the month, without prejudice to the provisions on extraordinary termination. If the client terminates an individual agreement prematurely, the client shall bear the costs incurred by Trenkwalder as a result of the premature termination. This includes in particular remuneration for subcontractors and rescheduling costs.

Trenkwalder will make all reasonable efforts to keep these costs as low as possible. If Trenkwalder can prove that the employees assigned to provide the services cannot be deployed in whole or in part elsewhere, the client must put Trenkwalder in the same position as would have been the case had the employees been deployed for the client in accordance with the contract; however, if Trenkwalder can deploy the employees at least in part elsewhere, Trenkwalder will offset this against the amount to be paid by the client.

8.2. Extraordinary termination

In addition to ordinary termination, the parties are entitled to terminate individual agreements for good cause with immediate effect without observing a period of notice in accordance with the statutory provisions.

In particular, such extraordinary grounds for termination exist for

(i)  the client if Trenkwalder breaches essential obligations arising from an individual agreement and does not remedy this breach of obligation within a reasonable period of grace set by the client and

(ii) for Trenkwalder, if the client violates essential obligations from the individual agreements and does not remedy this breach of duty after a reasonable period of grace set by the client or if the client defaults on the payment of interim invoices, if insolvency or bankruptcy proceedings are opened against it or if it otherwise acts in gross violation of the contract or the law.

9. Recruiting employees

Neither party may, during the term of an individual agreement or within 12 months after its early termination or expiration, solicit any employee of the other party who is or has been involved in its performance without the prior written consent of the other party. In the event of a breach of the above provisions, the party in breach of contract undertakes, at the request of the other party, immediately to pay a contractual penalty in the amount of one year’s salary of the solicited employee. The payment of the contractual penalty does not exempt from the payment of further damages.

10. Reference naming

Unless the client expressly objects in writing or by email, Trenkwalder expressly reserves the right to name the client as a reference, specifying the service(s) provided, and to use the client’s logo, without the client having any claim to remuneration.

11. Protection of intellectual property

The copyrights to the works created by Trenkwalder and Trenkwalder employees (in particular offers, reports, analyses, expert opinions, organisational plans, programs, service descriptions, drafts, calculations, drawings, data storage media, etc.) belong to and remain with Trenkwalder. They may be used by the client during and after termination of the contractual relationship exclusively for the purposes covered by the contract. The client is therefore not entitled to reproduce and/or distribute works without the express consent of Trenkwalder. Under no circumstances will unauthorised reproduction/distribution of the work give rise to any liability on the part of Trenkwalder towards third parties – in particular for the accuracy of the work. If the client violates these provisions, Trenkwalder is entitled immediately to terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or damages.

12. Confidentiality, secrecy and data protection

The contracting parties undertake to be mutually loyal and confidential. The client undertakes to treat all information received as strictly confidential. In particular, it undertakes not to pass these details on to third parties under any circumstances or even to name them. If the client violates one of these obligations, a contractual penalty of twice the fee specified in the individual agreement shall be deemed to have been agreed, regardless of fault and not subject to judicial mitigation.

Trenkwalder undertakes to maintain absolute confidentiality regarding all business matters of the client of which Trenkwalder becomes aware in the course of processing the order, in particular business and trade secrets as well as any information about the nature, scope of operations and practical activities of the client.

This confidentiality obligation continues even after the termination of the business relationship. Exceptions to this exist in the case of statutory obligations to make statements. Trenkwalder is authorised to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client warrants to Trenkwalder 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 from the data subjects.

13. Final provisions

13.1. The client expressly agrees to the sending of offers and information by electronic means or to being contacted by telephone by the contractor.

13.2. In the event that individual provisions of these General terms and conditions are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis of them. The invalid provision shall be replaced by an effective provision that comes closest to its meaning and economic purpose.

13.3. These terms and conditions apply unless otherwise agreed, whereby all agreements deviating from these terms and conditions must be recorded in writing. This also applies to the waiver of the written form.

General terms and conditions or other pre-formulated provisions of the client do not become part of the contract. This does not apply even if reference is made to them in orders, emails or other documents and Trenkwalder has not expressly objected.

13.4. This contract is governed by Austrian substantive law, excluding the conflict of law rules of private international law.

13.5. The place of jurisdiction is Vienna.