Terms and Conditions
1.1 These General Terms and Conditions (AGB) apply to all current and future contracts and services between the contractor A|Q FORENSICS GmbH (A|Q FORENSICS) and its clients, the contracting party (CP), who avail themselves of services in both the B2B and B2C sectors. Deviating or supplementary conditions of the client apply only if A|Q FORENSICS has expressly agreed to them in writing.
- Scope of Services
2.1 A contract with A|Q FORENSICS becomes legally effective only through the written acceptance of the offer by the contracting party.
2.2 The exact scope of A|Q Forensics’ services is defined in the respective contract or order confirmation with the CP. Unless otherwise agreed, A|Q Forensics provides services during its usual business hours.
2.3 Services provided by A|Q Forensics that go beyond the agreed scope of services are compensated by the CP based on actual personnel and material expenses at the applicable rates of A|Q Forensics. This includes especially services outside regular business hours or court testimonies. Training services are generally not included in the services and require a separate agreement.
2.4 If A|Q Forensics, at the request of the CP, arranges services with third parties, these contracts are exclusively between the CP and the third party under the respective terms and conditions of the third party. A|Q Forensics is only responsible for the services it provides itself.
- Obligations of the CP to Cooperate and Provide Information
3.1 The CP agrees to support all measures necessary for the provision of services by A|Q FORENSICS. The CP further undertakes to take all measures necessary for the fulfillment of the contract that are not included in the scope of A|Q FORENSICS services.
3.2 The CP provides all information, data, and documents required by A|Q FORENSICS for the execution of the order completely and correctly in the form requested by A|Q FORENSICS. Any changes affecting the services to be provided must be promptly and in writing communicated by the CP to A|Q FORENSICS.
3.3 The CP will keep the data and information provided to A|Q FORENSICS additionally at their own location so that they can be reconstructed in case of loss or damage.
3.4 If the CP fails to fulfill its cooperation obligations by providing incomplete or incorrect information, data, and documents, the services provided by A|Q FORENSICS are deemed to be contractually fulfilled despite possible limitations.
4.1 Liability for indirect damages, such as lost profits, costs associated with business interruption, data loss, or third-party claims, is expressly excluded.
4.2 Damage claims expire according to statutory provisions, but no later than one year from knowledge of the damage and the injuring party.
4.3 If A|Q FORENSICS provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties, A|Q FORENSICS assigns these claims to the CP.
4.4 The CP expressly acknowledges that A|Q FORENSICS bases its analysis and information gathering work solely on the information, data, and documents provided by the CP. A|Q FORENSICS assumes no liability for the completeness and accuracy of the information and data provided by the CP, as well as for the information and results obtained through its own performance.
5.1 The fees and conditions to be paid by the CP are determined by the contract or offer. Value-added tax will be charged additionally.
5.2 Travel time of A|Q FORENSICS employees is considered working time. Travel times are remunerated at the agreed hourly rate. The specified rates change in accordance with the price adjustment clause in Section 9.5. In addition, travel expenses and any accommodation costs will be reimbursed by the CP based on actual expenses. Reimbursement of travel and ancillary costs is made upon submission of receipts (copies).
5.3 A|Q FORENSICS is at all times entitled to make the provision of services dependent on the payment of advances or the provision of other securities by the CP to a reasonable extent.
5.4 Unless otherwise agreed, one-time remunerations are invoiced after the provision of services, and ongoing remunerations are invoiced quarterly in advance. Invoices from A|Q FORENSICS, including value-added tax, are payable without any deductions and free of charges no later than 14 days from receipt of the invoice. For partial invoices, the payment terms specified for the overall order apply analogously. Payment is considered made on the day when A|Q FORENSICS can dispose of it. If the CP is in default with payments, A|Q FORENSICS is entitled to charge statutory default interest and all costs necessary for enforcement. If the CP’s default exceeds 14 days, A|Q FORENSICS is entitled to suspend all services. A|Q FORENSICS is also entitled to immediately demand payment for all services already provided, regardless of any payment deadlines.
5.5 Ongoing remunerations are based on the collective agreement salary of an employee of companies in the field of services in automatic data processing and information technology at the experience level for specific activities (ST2).
5.6 The CP is only allowed to offset against a recognized or legally established counterclaim by A|Q FORENSICS. The CP has no right of retention.
5.7 The CP bears all tax liabilities arising from the contractual relationship, such as transaction fees or withholding taxes. If A|Q FORENSICS is held liable for such taxes, the CP will indemnify A|Q FORENSICS from any claims and damages.
- Force Majeure
6.1 To the extent and duration that obligations cannot be fulfilled promptly or properly due to force majeure, such as war, terrorism, natural disasters, fire, strike, lockout, embargo, government intervention, power outage, failure of transportation, failure of telecommunications networks or data lines, changes in laws affecting services after contract conclusion, or other unavailability of products, this does not constitute a breach of contract.
- Rights of Use to Documents
7.1 All documents and materials provided by A|Q FORENSICS to the CP may only be used for the intended purpose and may not be reproduced or distributed in any way, whether for consideration or free of charge.
7.2 Unless otherwise agreed, no further rights to documents created by A|Q FORENSICS, especially all reports, are transferred to the CP. The CP’s rights under §§ 40(d), 40(e) of the Copyright Act are not affected.
- Duration of the Contract
8.1 The contract becomes effective upon signature on the order confirmation by the contracting party.
8.2 Each contracting party is entitled to terminate the contract with immediate effect and without notice for good cause by registered letter. Good cause includes, in particular, if the other contracting party breaches essential obligations under the contract despite written warning and threat of termination, or if the other contracting party applies for insolvency or other insolvency proceedings are initiated, opened, or rejected due to lack of assets, or if the services of the other contracting party are hindered or prevented due to force majeure for a period of more than six months.
8.3 A|Q FORENSICS is also
entitled to terminate the contract prematurely for good cause if essential parameters of service provision have changed, and A|Q FORENSICS can no longer reasonably continue the services for economic reasons.
8.4 Upon termination of the contract, A|Q FORENSICS reserves the right to retain payments already made by the CP for analysis activities already performed.
- Data Protection / Confidentiality
9.1 A|Q FORENSICS will comply with the provisions of data protection laws, the General Data Protection Regulation (GDPR), and telecommunications laws when handling personal data and will take the necessary technical and organizational measures for data protection within A|Q FORENSICS’s responsibility. A|Q FORENSICS expressly undertakes to instruct its employees to comply with the provisions of § 6 of the Data Protection Act.
9.2 The data protection declaration according to Art 13 and 14 GDPR and the data processing agreement according to Art 28 (3) GDPR are attached to the order.
10.1 Each contracting party assures the other to treat all business secrets disclosed by the other in connection with this contract and its implementation as such and not to make them accessible to third parties, to the extent that they are not generally known, or were already known to the recipient without an obligation of confidentiality, or are disclosed or made available to the recipient by a third party without an obligation of confidentiality, or have been independently developed by the recipient, or are required to be disclosed based on a legally valid administrative or judicial decision.
10.2 Subcontractors associated with A|Q FORENSICS are not considered third parties as long as they are subject to confidentiality obligations corresponding to this provision.
11.1 The contracting parties appoint knowledgeable and competent employees in the contract who can make the necessary decisions or initiate them.
11.2 During the term of the contract and for a period of one year after the end of the contract, the CP will not poach employees deployed by A|Q FORENSICS for the provision of services, either directly or through third parties. For each case of non-compliance, the CP undertakes to pay A|Q FORENSICS a contractual penalty equal to twelve times the gross monthly salary that the respective employee last received from A|Q FORENSICS, but at least the collective agreement salary of an employee of companies in the field of services in automatic data processing and information technology at the experience level for specific activities (ST2).
11.3 Changes and additions to the contract require written form. This also applies to the waiver of this form requirement.
11.4 If one or more provisions of the contract are wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid or unenforceable clause.
11.5 Any disposal of rights or obligations arising from the contract requires the prior written consent of the respective other contracting party. However, A|Q FORENSICS is entitled to transfer the contract to a company connected with A|Q FORENSICS under corporate law without the consent of the CP.
11.6 Unless otherwise agreed, the legal provisions applicable between entrepreneurs apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the local jurisdiction of the competent court for the registered office of the contractor is agreed.
11.7 In case of disputes arising from this contract that cannot be amicably resolved, the contracting parties agree to involve mediators registered for out-of-court settlement of conflicts (ZivMediatG) with a focus on commercial mediation from the list of the Ministry of Justice. If there is no agreement on the selection of commercial mediators or content, legal proceedings will be initiated no earlier than one month after the failure of negotiations.
11.8 In the event of unsuccessful or terminated mediation, Austrian law applies in any subsequent court proceedings. All necessary expenses incurred due to prior mediation, including those for legal advisers, can be claimed as “pre-litigation costs” in a court or arbitration proceeding according to the agreement.