General Terms and Conditions (GTC)

General Terms and Conditions (GTC)

(Version 2.4)

Working translation.
The German version of our GTC (https://www.grantthornton.at/aab-agb/ub-sv/, "AAB") shall prevail in case of conflicts or inclarities.

These Terms and Conditions apply in particular to the activities of Grant Thornton Austria Advisory GmbH / Grant Thornton Austria Forensic GmbH or to personal expert activities of the generally sworn and judicially certified experts (expert witnesses) of the Grant Thornton Austria Group.

The current version of these GTC can be viewed at any time at www.grantthornton.at. It should be noted that, depending on the engagement, other terms and conditions of engagement within the Grant Thornton Austria group or for activities of individuals may also apply, in particular the General Conditions of Contract for Public Accounting Professions.

The client is informed that experts and accountancy professions, as well as other professions involved, are subject to legal provisions and rules of professional conduct, which they are obliged to observe. In particular, it is noted that personnel capacities are obtained through agreements with Chartered Accountant firms (Wirtschaftstreuhandgesellschaften) and therefore the provisions of the Austrian WTBG (Wirtschaftstreuhandberufsgesetz, Chartered Accountant Law) and the respective Code of Professional Conduct may be applicable.

§ 1 Scope of application

These terms and conditions apply to contracts between Grant Thornton (and/or experts as individuals) and clients, in particular for business consultancy services, forensic investigation activities, expert services such as examinations, expert reports and the preservation of evidence, other consultancy services, audits or similar, as well as for IT services and consultancy of all kinds. A corresponding contract can be concluded via an individual (e.g. an expert) as well as via companies (as an independent legal entity) or be charged via these. References to these terms and conditions by other companies cooperating with Grant Thornton are also permissible. The settlement or the contracting party (person or company) shall not affect the validity of these terms and conditions. The contractor (even if it should be an individual) is hereinafter referred to as "GT" for short. The abbreviation "SV" refers to any experts (Sachverständige) who may be working on the engagement, but is also to be applied to GT by analogy.

§ 2 Subject matter of the contract

2.1 GT undertakes to perform the contractually agreed services with due care and in accordance with the Austrian principles of proper professional practice of business advisory and IT consultancy. GT and its employees shall endeavour to make the wealth of experience from previous engagements available to the client.

2.2 If an expert is commissioned, he/she shall carry out the assignment given to him/her under his/her personal responsibility, whereby a substitution by another suitable expert is permissible if necessary. The use of internal and external auxiliary staff under his supervision and of auxiliary analyses and experts is permissible.

2.3 If the engagement includes expert services, the client will only use other experts of the same or neighboring fields of expertise during the term of the contract in GT's area of responsibility or in nearby areas with GT's prior consent. The client anyway will make work and all intermediate products of other experts available to GT.

2.4 Activities referred to as "Stellungnahmen", „Vorgutachten“ oder „Kurzgutachten“ (expert statements, preliminary expert opinions, short expert opinions) or similar have an explicitly more superficial, non-holistic character in the sense of initial assessments to reduce the budget-intensity and to serve as a preliminary stage to a final, full expert opinion and may have even less distinctness between the sections of findings (examination) and the final expert opinion (assessment) given. The explanation of the comprehensibility is reduced, depending on the case, for reasons of cost reduction. Such expert statements are thus clearly distinguished in the scope of services from typical fully expert assessments and have a reduced depth of examination, which is based on the discretion of GT or the respective expert, depending on the individual case.

The character of the result has to be understood as advisory given, not being a full expert opinion. For the aforementioned reasons, such “opinions” are therefore only for internal use. The submission of these to external bodies is only permitted once with the consent of GT or for an expressly defined purpose. Risks arising from the use of an opinion lie with the client in any case. The publication of opinions is prohibited in any case. Any use of the term "expert opinion" has no effect on the classification as an opinion, insofar as the character as an opinion or preliminary stage to a full expert opinion that may be prepared later is evident from the content or the title.

2.5 If the activity requires the independent collection of information (e.g. in tender procedures or in the case of examinations), GT shall be authorised to represent the client in the sense of the engagement and, if necessary, to collect information and documents from third parties when the contract is awarded, whereby this authorisation shall in no way constitute an obligation to collect documents independently.

2.6 In the event that external consultations or similar are to be conducted for the fulfilment of an engagement (e.g. for market research, examinations, forensic interviews, etc.), GT is entitled, at its own discretion, to provide the dialogue partners with useful and necessary information about the subject of the activity and/or evaluation in order to carry out the consultation / interview, and GT and its vicarious agents are released from confidentiality obligations to the necessary extent. Exempt from this is, of course, information the disclosure of which would obviously cause direct damage to the client. It is expressly agreed that in the case of forensic interviews/questioning, a tactical disclosure of information is at the free discretion of GT, insofar as an advantage for investigations can be expected from the disclosure.

2.7 The client has the obligation to inform GT they are not acting as an entrepreneur and are subject to consumer protection law.

2.8 GT follows the procedure of ISO 20700 (Guidelines for Management Consultancy Services) as far as appropriate and applicable. Since the standard is designed as a guideline, however, this expressly does not result in any obligations of any kind for GT. If specific procedures are desired by the client with regard to ISO 20700, this must be explicitly agreed by naming the relevant areas and both parties must ensure that the contract and the project are suitably structured.

2.9 All engagements are subject to the successful completion of conflict, risk and money laundering checks. GT is not obliged to carry out these checks in any case; the Client cannot derive any claims or legal consequences from the execution or non-execution of such checks.

§ 3 Deadlines

If deadlines have been agreed, the expiry period begins as soon as the parties have agreed on all details of the project and the client has handed over to GT all documents, information or other materials to be handed over in accordance with the contract and necessary for the performance of the contract. If an agreed deadline for the handing over of documents expires, GT is not bound in its execution to previously stated deadlines, dates and time periods. This also applies if an engagement is not conducted close in time to the submission of the offer.

Aside from this, deadlines for the provision of services are to be understood as indicative due to the fact that the scope of activities typically cannot be estimated precisely. If any agreed deadline expires, the Client shall be obliged to remind GT of the outstanding provision of service, shall define a reasonable grace period of at least 14 days, taking into account in particular the circumstances of the course of the project to date (e.g. difficulties in obtaining information). Public holidays and the periods of the former court holidays (time periods according to § 222 ZPO / Code of Civil Procedure, Zivilprozessordnung) are not to be included in the grace period, regardless of the type of engagement.

§ 4 Early termination of the contract

4.1 GT may be obliged to refuse or limit an engagement due to conflicts on the basis of professional regulations, codes of conduct, internal regulations, etc. (which may apply to persons working for GT). This may also only become apparent during the execution of the assignment. The decision on this and on the further action to be taken – in particular to establish a condition that allows the engagement to continue or to take measures to protect the client's information – shall be at GT's discretion.

If an engagement is terminated due to a conflict, GT shall not be entitled to remuneration if the conflict of interest would have been obvious and readily apparent to GT from the beginning and there is a clear, written engagement in which the conflict falls within the defined area. In any case, the claim to remuneration does not lapse in cases in which the client has concealed information which would have been recognisable to the client with regard to a possible conflict of interest. Entitlement to a fee shall remain in force in all cases for parts of the service which GT can conclude or hand over separately or which the client utilises.

In the event of conflicts, GT is obliged to take immediate measures to ensure the confidentiality of the client's information and will ensure that no use of information in connection with conflicting third parties occurs. There is no obligation for GT to cease or restrict services to third parties, but GT will endeavour to adapt its further actions to the circumstances of the conflict in the best possible way.

4.2 If the contractual relationship ends prematurely for any other reason, GT shall be entitled to remuneration for the work performed up to that point, unless the premature termination is due to GT's sole fault.

4.3 If the client is responsible for the premature dissolution of the contractual relationship, GT will receive, in addition to the remuneration referred to in § 4.2, liquidated damages of 50% of the remuneration agreed for the services not yet performed or estimated by GT, subject to further specific claims regarding damages. This provision does not apply to lump sum fees and recurring agreements. For such, GT shall in any case receive liquidated damages of 90%, subject to further specific claims regarding damages.

4.4 If there is no suitable response from a client during an ongoing project after repeated contact by GT within two weeks and there is no obvious and reasonable justification from the project circumstances for this that typically would be borne by GT, GT is in any case entitled to invoice as set out in the previous paragraphs.

4.5 In the event of invoicing by GT within the meaning of the previous paragraphs, promised, granted or agreed reductions of any kind whatsoever - analogous to point 14.4 - are to be regarded as forfeited and are not to be taken into account or can be invoiced subsequently in the event that they have already been granted.

4.6 In the event of insurmountable capacity bottlenecks resulting from organisational changes, illness or other unforeseeable adversities and the like, GT is entitled to withdraw from orders, in particular from lump sum orders, recurring annual orders and the like, without the client being able to assert any claims as a result. However, GT is obliged to inform its client in good time of the occurrence of such a situation.

§ 5 Confidentiality and disclosure of documents

5.1 GT undertakes to treat confidential information that becomes known to it in the course of its work for the client with complete confidentiality. At the specific written request of the client, the fact of the existing engagement will also only be disclosed to third parties with the permission of the client. Such agreements must, however, be expressly confirmed by GT. If not agreed otherwise, is explicitly permitted by the client that GT may use the client's name as a reference with a rough indication of the subject matter of any engagement; the conclusion of a basic confidentiality agreement or the submission of a corresponding unilateral declaration expressly does not contradict this right to be used as a reference.

5.2 After claims arising from the engagement have been satisfied, GT must, at the client's request, hand over all documents which it has received from or on behalf of the client on the occasion of its work for the engagament. However, this does not apply to the correspondence between GT and the client and not to those documents which the client already possesses in original or copy.

GT may, at the expense of the client, make and retain digitalisations, transcripts or photocopies of all documents which are made available or which it obtains access to; reference is made in particular to the retention obligations and necessities for experts. The choice of archiving method is incumbent on GT, whereby the contractor is also entitled to call in vicarious agents. In standard cases, documents are digitised. GT is expressly authorised by the client to store and process the documents electronically for an unlimited period of time in a form of its choosing.

5.3 For the benefit of science and expert witness work, GT and the engaged experts are expressly entitled to use findings from an engagement for future projects, in particular expert reports or other, for example scientific or publishing activities, provided that no reference to the client is made and its anonymity is guaranteed. If research is commissioned within an assignment by GT, coordinated with the participation of GT or made accessible, GT and the engaged experts, if any, are entitled to use the results and findings obtained in this way in the future (including direct quotations) without the client being entitled to compensation, irrespective of who has borne the costs of the research and in what form the research service (e.g. direct assignment) was carried out.

5.4 GT only accepts liability for evidence, equipment, documents and samples handed over if liability explicitly is agreed and the significance of a document or sample has been pointed out at the time of handover (e.g. being the sole available retention sample of a large circulation). In any case, no liability is accepted for normal wear and tear of documents and samples handed over or for process-related signs of wear and tear (e.g. due to scans, storage or stickers for inventory purposes). Documents in colour do not necessarily indicate originals.

5.5 GT may use domestic and foreign cloud solutions for data storage and transfer as long as appropriate security standards are met. Solutions commonly used in the business sphere are defined as suitable.

GT may utilise infrastructure such as storage solutions or computing capacity from trusted contractual partners and share such infrastructure within a professional collaboration, provided that appropriate agreements have been made to ensure confidentiality and strict secrecy.

5.6 In principle, telephony, e-mails and SMS are expressly accepted as matters of communication by the client and at the client's risk, in the knowledge of possible confidentiality risks arising herefrom. In the event that specific communication channels are rejected by the client, a written agreement shall be reached on this and a suitable alternative medium shall be specified. If messenger services (e.g. Signal) are used by the Client or its project participants, project communication is also permissible via these channels in the analogue sense of this clause.

§ 6 Client’s duties and obligation to cooperate 

6.1 In order to determine possible bias risks or conflicts, the client is obliged to inform GT of all parties directly or indirectly involved in a matter, opponents of a claim and the potential recipients of any expert opinion without being asked to do so, whereby the information provided by the client at the start of the engagement is decisive for the assessment of the care to be taken by GT; the client must explicitly point out later mentions of such parties; GT is not obliged to make independent determinations from the project documents submitted. GT is also not obliged to carry out register queries or similar for its checks.

6.2 The client undertakes to provide GT with all necessary support free of charge and in particular to supply the information required within the scope of the engagement. For this purpose, the client shall appoint a contact person who is responsible for the coordination between GT and the client's employees / vicarious agents and for the procurement of documents and information.

6.3 At GT's request, the Client shall provide appropriate, free of charge, confidential working facilities, including access to usual office infrastructure at the locations where the engagement (partially) takes place, e.g. for examinations, audits etc.

6.4 The client must ensure that all documents necessary for the execution of the engagement are submitted to GT in a timely manner, even without specific request, and that GT is informed of all processes and circumstances that may be of importance for the execution of the engagement. This includes, in particular and without exception, any other expert reports on the same matter, as well as other information e.g. regarding the value of the object of a report, if known. This provision also applies to documents, processes and circumstances which only become known during the process of work. In the case of large quantities of documents, particularly relevant documents are to be explicitly pointed out to GT. Redaction (e.g. partially blackening-out) and deliberate omissions from documents must be avoided. In arbitration and/or court proceedings in particular, the client is obliged to provide GT with all documents relevant to the proceedings; this also expressly includes any (court) file in as complete a form as possible. GT is expressly not obliged to review all documents provided, especially in the case of large quantities of documents, and will make decisions for review based either on the client's input or results of previous review steps, and will choose a procedure that considers a cost-benefit ratio and budgetary aspects.

6.5 The client’s approval of draft documents submitted by GT constitutes the client’s full confirmation on content, structure and general completeness of the document and its foundations as well as confirmation of the factual correctness – for all information that can be assessed by the client.

At the request of GT, the client must confirm the completeness of the documents submitted and the information and explanations given in writing. GT may request this confirmation based on draft documents and is not obliged to finally issue any signed documents without such a declaration.

6.6 The client undertakes to provide only complete final and signed versions of documents produced by GT to third parties. In particular, the client will not forward drafts or parts of documents without approval of GT. Expert statements are generally intendes for internal use by the client only. Without exception, publications are only permitted with the written consent of GT.

The publication of excerpts of documents is expressly not permitted, even if a publication authorisation has been granted. Exceptions are specific confirmation certificates which may be part of a document.

6.7 GT is no registered lawyer and provides information on legal aspects (e.g. in the context of expert services) only in the understanding of practical experience, best practice / lege artis practices, etc. The client is obliged to have any legal aspects of GT’s work checked by a registered lawyer, notary or other suitable legal professional. GT is not obliged to instruct the client to obtain separate legal advice and does not assume liability for aspects of legal advice.

6.8 By handing over data storage, IT equipment and other documents, data and devices for forensic analysis, examination and eDiscovery or by granting access to data and/or devices (or other coordination of the use of third-party data with the involvement of the client), the client confirms to be entitled to do so or to have taken the necessary legal precautions – in particular those relating to data protection law – which permit the handing over and analysis / processing of the respective data by GT and indemnifies and holds GT harmless in this respect. This also applies to cost and expenditure arising from requests for information under data protection law from any persons affected by projects. Expenses for data protection inquiries and other third-party claims or their defence constitute billable services that are not covered by flat rates, warning or budget limits.

§ 7 Acceptance

7.1 The service shall be deemed to have been accepted without reservation if the client does not object to it in writing to GT within a period of two weeks after handover, stating the circumstances in detail.

7.2 Partial results shall be deemed accepted individually in accordance with § 7.1 as soon as they have been delivered.

§ 8 Warranty

Deficiencies must be notified to GT in writing within 14 days of discovery, otherwise warranty claims or claims for damages as well as claims arising from an erroneous assumption that the goods are free of deficiencies shall be excluded. Any warranty claims shall become statute-barred six months after acceptance within the meaning of § 7.

§ 9 Liability

9.1 Claims for damages by the client against GT or vicarious agents on the grounds of tort, breach of contract or culpa in contrahendo – except in the case of bodily injury – exist only if GT has acted with at least gross negligence. The client must prove GT's fault and cooperate with any insurers obliged to provide cover.

9.2 GT shall only be liable if and insofar as damage caused in this way was foreseeable at the time the contract was concluded or the damaging event occurred, taking into account all known or grossly culpable unknown circumstances.

9.3 GT is not liable for damage caused by failure to cooperate or by the client's failure to submit the necessary documents or other information in accordance with § 6.

9.4 Insofar as GT is liable hereunder, the liability shall be limited to the order value of the engagement’s part in the execution of which the damage was caused. GT is not liable for indirect or consequential damages.

9.5 Any liability towards third parties is excluded. Unless expressly agreed, contracts do not create any obligations in favour of third parties. Excluded from this are the recipients of a document, e.g. an expert opinion, who are named by GT at the time of commissioning. Liability towards them is the same as towards the client.

9.6 GT is not liable for consequential damage caused by deficiencies. All claims for damages shall become statute-barred six months after completion of the service. In addition, a claim for damages can only be asserted in court within six months of the claimant(s) becoming aware of the damage, but at the latest within three years of the occurrence of the (primary) damage after the event giving rise to the claim, unless other limitation periods are stipulated by law.

9.7 The provisions of this paragraph shall also apply in particular to damage caused by any delay.

9.8 GT accepts no liability for information or opinions which are given apart from a specific, remunerated engagement – these are in any case considered non-binding. 

GT shall also not be liable for all services, including expert opinions, which, for whatever reason, are provided for remuneration at an atypically low level and are inappropriate in an arm’s length comparison (in terms of time or hourly rate) or are initially provided at GT's cost risk. This also applies irrespective of any (flat-rate) agreement.

9.9 If GT assesses risks and the like concerning disputes, no liability whatsoever is expressly assumed in the event of proceedings ending otherwise. It is noted that the outcome and development of arbitration and litigation proceedings cannot be predicted with a reasonable degree of certainty.

9.10. Liability is generally excluded for information provided verbally to the client due to the risk of misunderstandings and simplified representations. The same applies to presentations and training courses, which generally may present information in a simplified form.

9.11. Any liability on the part of GT for any reason whatsoever to an extent higher than outlined within our GTC, whether this is due to promises or other obligations that arise, shall be limited by mutual agreement to the amount of the cover provided by GT's insurance (for indication, see https://www.grantthornton.at/aab-agb/vers/) or by the cover of any other third-party insurance that may be applicable (in particular, of court experts), or, as a fallback, with the minimum insurance sum provided for by law in accordance with § 2a SDG (Austrian Expert and Interpreter Act).

9.12. Liability of GT regarding information on legal issues is generally excluded, unless it is a specific assignment that primarily relates to legally orientated consulting activities permitted for management consultants. Reference is made to § 6.7.

9.13. If GT calls in third parties, e.g. as sub-experts or to provide an auxiliary report, GT will carry out a basic search to identify suitable third parties and will endeavour to find the most suitable providers possible – but will not be liable for specific characteristics, e.g. creditworthiness, aspects of reputation or similar. In particular in the case of direct engagement or payment between third parties and the client – also if initiated by GT – the liability for third parties involved and their work results lies purely with the client, unless there is direct fault on the part of GT due to instructions issued in the ongoing engagement.

9.14. No specific availability (service level) is guaranteed without a separate agreement, this also applies to IT, crisis and incident services.

9.15. It is noted that – especially in forensic projects – in principle no specific result or success can be guaranteed. Fees are expressly not dependent on the occurrence of a success, unless such agreements are expressly made. 

9.16. It is further stated that data storage and devices to be forensically analysed may not contain any forensically relevant data (or residues). GT accepts no liability for the actual usability and evaluability, regardless of the effort made for the analysis. Data may be unreadable, e.g. due to encryption, ageing or changes in technical standards. The time required, licensing costs or other expenses may also be disproportionate and thus make it impossible to analyse the data, whereby GT is free to determine the proportionality at their sole discretion.

9.17. It is explicity pointed out that attempts to back up data or to carry out analyses may lead to irreversible changes, loss of data and damage to data or hardware as a result of necessary manipulation in special technical circumstances, for which GT accepts no liability in principle. Particular emphasis is placed on the residual risk of force majeure, latent quality defects in equipment or the ageing of equipment, which may occur in the event of technical manipulation and may lead to unexpected damage or loss of data. GT will – insofar as the circumstances allow, e.g. on site – take appropriate precautions to prevent damage, but cannot completely eliminate residual risks, especially in the case of work at sites of operation, which above all include transport risk, for which GT accepts no liability. Furthermore, GT accepts no liability for the breach of any warranty provisions through the making of digital or physical attempts to access equipment or data.

9.18. It is noted that web applications, cloud services and similar services may only have regular access options (e.g. as a user) or that the project circumstances only allow such access. Access in this regard, for example for the purpose of analysis, research or data backup, involves the risk of changing forensically relevant data or leaving traces in the system. GT therefore accepts no liability for any alteration or deletion of data resulting from such access when analyses, recovery or data backup attempts are made in relation to web applications, cloud services and similar services. In this context risks, especially cross-border risks, with regard to chain of custody are pointed out, for which GT accepts no liability.

9.19. If this is agreed or results from the nature of an engagement, GT ensures the safe and documented storage of evidence or other items – always for a separate fee outside of cost estimates, unless this has been explicitly included – but shall not assume any responsibility for ageing or necessary maintenance measures, for example to maintain the battery power of electronic devices, even if fees are charged for storage. Storage takes place under normal, sometimes seasonally fluctuating, building climatic conditions without ensuring a special climatic situation.

9.20. If services are provided where individuals are consulted for gathering information (e.g. forensic interviews, in-person research etc.), GT will carefully analyse the information received and summarise it appropriately in an objective, neutral manner, processing only such information that appears suitable and appropriate at its own discretion. Information provided to GT by human sources will only be used if the sources appear to be trustworthy and suitable in relation to the topic, whereby this classification is at the discretion of GT's experts. However, it is emphasised that all information, comments, findings and observations of individuals consulted by GT may be entirely subjective. In many cases, there is no practical way for GT to verify such information and opinions. Therefore, GT does not accept any liability for the accuracy, completeness or adequacy of information and summaries based on the information provided by individuals consulted (“human sources”, “human intelligence”, “HUMINT”), provided that the involvement of such information is appropriately disclosed in GT’s report. GT is authorised to treat consulted individuals anonymously.

9.21. GT is permitted, but not obliged, to dispose of stored objects of examination, devices, documents and other evidence as well as other project-specific objects and devices at the expense of the client, without any claim for compensation for the client, if a return is not claimed by the client within one year after a) project completion, b) the occurrence of payment defaults or c) other cessation of activities by GT. GT is permitted, but not obliged, to carry out a secure destruction or deletion at the expense of the client and will generally refrain from doing so if there are payment defaults. In addition, GT is permitted to proceed as described at an earlier date if a) the client has been requested twice to take back the items and a two-week grace period has been granted or b) the storage causes unusually high costs and an agreed storage period has expired or no full coverage of the costs is to be expected despite a corresponding agreement.

9.22. GT is not obliged to return stored physical or digital valuables if there are outstanding claims and is entitled, but not obliged, to liquidate such valuables independently at its own discretion to cover claims and other costs in the event of payment arrears lasting more than six months. 

9.23. GT is not obliged to retain data after project completion. In addition, GT is entitled to delete project-relevant data of incomplete projects if a cessation of activities or a payment default persists for more than six months or if the retention of the data results in ongoing high costs for which full coverage is not to be expected. GT assumes no liability for such deletions. 

9.24. GT is not liable for compliance with special regulations (e.g. conflict rules) that do not result from the obligations associated with its licensed business areas (advisory and IT consultancy). In particular, GT is not obliged to comply with regulations that apply to the client or the legal representation of a client, even if GT acts as an auxiliary (or similar). However, GT is expressly authorised to invoke such rules at its own discretion.

9.25. GT assumes no liability for circumstances arising from an unclear engagement for reasons primarily attributable to the client or arising from activities performed at GT's cost risk.

§ 10 Default of Acceptance and Failure of the Client to Cooperate

If the client is in default with the acceptance of the service offered by GT or if the client fails to cooperate in accordance with § 6 or otherwise, GT is entitled to terminate the contract without notice. The claims are determined in accordance with § 4. GT's claim to compensation for additional expenses incurred as a result of default or the client's failure to cooperate, as well as the damage caused, remains unaffected, even if GT does not make use of the right of termination.

§ 11 Remuneration

11.1 GT's fee quotations and estimates are non-binding and, unless otherwise stated, cover only the basic work. Details are therefore exclusive of transcription work, cash expenses, ancillary costs, and other expenses necessary for the assignment, the use of which is at the discretion of GT.

The invoicing of services is based on the actual time expenditure. Unless otherwise agreed, all time expenditure of whatever kind incurred as a result of the project shall be subject to payment. This also includes any time expenditure / services preceding the final engagement.

A duty to warn is only deemed to exist if this is recorded in writing by GT. If a warning is explicitly assured in writing by GT for cost overruns, but no specific indication of a warning limit is given, an overrun of 100 % of the amount estimated as the upper limit is assumed as the warning limit.

Quotations with the aim of producing a document (e.g. expert opinion) refer in principle to the production of a draft version and just include any coordination of small alterations within one iteration as well as the subsequent issuing of the final version. Iterations that go beyond this scope and involve coordination, extensions, adjustments, major restructuring, rewording and the like or the creation of new, modified or split copies constitute supplementary engagements and are charged at an hourly rate without prior warning.

If separate budgets (e.g. for ancillary costs, external costs, etc.) are specified within the framework of an engagement, GT shall be entitled to freely dispose of the corresponding budget framework within the framework of the overall order, to place orders, to provide services planned as external costs itself or to reallocate unused budget parts if this is useful for the order.

All services are to be remunerated, as a matter of principle. If, for example, in a special case, the non-binding nature of a meeting pre-engagement, is agreed, this shall not affect billability of those hours or of any work conducted in advance. Advance services (pre-engagement) are always considered billable project work time.

11.2 The fee rates for services to be charged on a time basis are based on an eight-hour day with five working days per week. Usual breaks or even short sideline activities unrelated to the project (e.g. short e-mail reply, short telephone call) are permissible within recorded times. Time lists and any specified times are only indicative. Due to our system system, times recorded may deviate from the actual time (hour) of provision of service; particularly relevant are the date of the provision of services. Collective follow-up time entry bookings on other days are also expressly permitted, but are generally exceptions.

Depending on the scope of the engagement and the calculation, hourly or daily rates will be charged. Notwithstanding an original calculation (e.g. on the basis of daily rates), GT is entitled to charge for actual time on the basis of hours if more than eight hours are worked in one day.

Travel time shall be considered as regular working time as well as unused time resulting from engagement-related necessity. Any reduced rates for travel time shall be understood as a voluntary reduction for which there is no entitlement to future granting or granting for all travel time.

Daily rates shall be understood as a maximum of 8 hours and may be charged in any case for time spent away from home of 6 hours or more (irrespective of the type of activity). If a distinction is made in an agreement between travel time and working time, travel time shall only be charged for the time spent away from home that exceeds the daily rate (8 hours). 

Unless otherwise agreed, per-hour invoicing is understood as per hour commenced.

11.3 Unless otherwise agreed in individual cases, the client shall bear the full costs of travel, accommodation and meals for the GT employees/assistants deployed at the place of work, irrespective of the legal relationship of the respective persons to GT. GT shall be entitled to choose the means of travel and accommodation. Expenses are to be borne to the extent of the proven reasonable expenditure; furthermore, the client shall bear all costs for travel to and from the location as well as costs for any climate-relevant emission compensation measures. Each employee shall be entitled to a weekly trip home, the costs of which shall be invoiced to the client. If no expenses can be proven, either local costs that can be proven through general research or the maximum rates permitted by tax law can be used for calculation.

The form of accommodation, means of travel etc. customary in business life at senior consultant/management level is defined as appropriate. (Indicative: Hotel of international chain, category at least European 4*-plus standard with adequate working facilities in the room incl. costs for internet charges; rail travel highest class (such as e.g. ÖBB First Class Business / Premium) including seat reservation; flights: Economy Class: continental up to 2h total travel time of all flights, Premium Economy Class: continental between 2h and 4h total travel time of all flights, Business Class: general for persons of grade director and above, otherwise if the total travel time of all flights exceeds 4 hour, and for all intercontinental flights, furthermore in all cases where project work is performed for the client during the flight; as a rule, rebookable and cancellable fares are booked, but the actual choice of fares within the respective classes is at GT's discretion. In any case, if there are no cost disadvantages, a higher class can also be booked. Car service/taxi use or (rental) car (plus all operating and parking costs separately) are permissible. Expired costs are to be reimbursed in the event of trips not being made, if the circumstance is attributable to the client.

GT is entitled to charge comprehensible fares by other means (e.g. public transport) without proof of payment, for example on the basis of published fares.

11.4 All agreed remunerations are net prices. The respective statutory turnover tax or the application of other taxes and duties shall be charged additionally.

11.5 GT may demand reasonable advance payments on remuneration and reimbursement of expenses, may issue interim invoices at any time and make the delivery of the service dependent on the full satisfaction of any type of claims.

11.6 For services which are to be invoiced on a time basis or that have been calculated on such a basis, GT may submit interim invoices on a regular basis (e.g. monthly or, depending on the type of project, for shorter periods) or at other times suitable at GT’s discretion. Likewise, lump sums can be invoiced in interim in comprehensible proportions. In any case, GT is entitled to invoice immediately after completion of services. In principle, the submission of a complete draft is to be regarded as completion of the service.

11.7 Fixed-price orders are a special case and are explicitly defined as such.  For fixed-price orders whose billability is not otherwise defined or results from the structure of the time expenditure, GT may invoice 50% of the engagement value after the engagement has been placed. After completion of the engagement (e.g. submission of a complete draft), the remaining 50% will be invoiced or, in the case of larger projects, interim invoices will be issued in suitable proportions based on the progress of the project. Expenses etc. (e.g. in accordance with § 11.2) may be invoiced separately, also, if necessary. with a longer time interval.

11.8 Unless otherwise agreed, invoices are payable 10 days after the invoice date without deduction, provided that the invoice was posted on the following day at the latest. The posting on the bank account of GT or the company invoicing is decisive for the timeliness of payment. Any offsetting or assertion of rights of retention against due fee claims of the contractor is only permissible if the client's claim is undisputed or legally binding. GT shall be free to decide on the settlement method (e.g. via a third party).

11.9 Standard hours/day rates are as follows ("Grades"):

Senior Partner, Partner with full management duties, Senior Expert Witness: EUR 515/h (daily rate 4,120); Partner, Director, Sworn and court-certified Expert Witness or Senior Advisor / Teamleader Auxiliary of the Expert Witness: EUR 445/h (daily rate 3,560); Senior manager / Senior Managing Auxiliary of the Expert Witness, Senior Specialist: EUR 370/h (daily rate 2,960)
Manager / Managing Auxiliary of the Expert Witness, Specialist: EUR 295/h (daily rate 2,360); Senior Associate / Senior Auxiliary of the Expert Witness: EUR 235/h (daily rate 1,880), Associate / Auxiliary of the Expert Witness: EUR 180/h (daily rate 1,440); Other general Assistant: EUR 120/h (daily rate 960)

It should be noted that different rates may be applied when international specialists from the Grant Thornton network are called in, to which a surcharge of 25% on the corresponding standard rates may subsequently be applied by GT.

11.10.1 Incidental costs shall be charged separately at customary rates, such as the rates under the Court Fees Act (Gerichtsgebührengesetz). Other costs, such as communication costs incurred (e.g. data roaming), are to be reimbursed after (if necessary, makeshift) proof of payment. For costs based on publicly available tariffs (e.g. railway tariffs), no documentary evidence is required; the highest class (incl. upgrades and reservations) is entitled to reimbursement without deductions. Flat rates that simplify administration are also permissible instead of proof of payment, provided that this is in reasonable proportion to the savings in expenditure. To cover other cash expenses, costs of pre-financing, etc., a cash expense lump sum of 5% of the total invoice amount may be charged. Cash expenses or cost contributions, in particular for capacity expansion, may be charged based on plausible calculations (e.g. because of previous procurements) and do not require proof by receipt.

11.10.2 If GT procures special services integral to the engagement, these will be invoiced at the discretion of GT either in accordance with the defined hourly rates, as a lump sum according to the budget offered or by applying a coordination surcharge of 25 % to the services. 

11.11.1 For requested or urgently required services on weekdays between 8.00 p.m. and 7.00 a.m. and on Saturdays all day, a surcharge of 50 % on the hourly rates or other price quotations shall apply. On Sundays and public holidays, the surcharge shall be 100% for the whole day.

11.11.2 In the case of generally particularly urgent (e.g. crisis measures) or risk-exposed orders, an express or risk surcharge of up to 100 % may also (additionally) be applied.

11.11.3 Surcharges (of whatever type) are always calculated on an additive basis, i.e. are cumulative.

11.12.1 It is agreed that personal explanation of expert opinions given, court or official hearings, participation in negotiations and, in particular, any function as a respondent or witness in proceedings on the basis of the (possibly previous) activity of GT or the corresponding employees/assistants for the client will be invoiced to the client at the then applicable hourly rate according to the actual expenditure incurred (including preparatory expenditure) without cost estimate or cost warning, irrespective of any previously agreed flat rate for the basic service provided. The client shall recognise such activities as time spent on the order and therefore subject to a fee. This provision shall also expressly apply if it is a citizen's duty to comply with a request / summons. This provision includes all follow-up services and proceedings, both civil and criminal proceedings, irrespective of the party responsible.

11.12.2 It is further agreed that all additional expenses incurred by GT due to the assertion of rights by participants or affected parties in a project – this applies in particular to data protection procedures, such as requests for information or deletion – shall be borne by the client separately and without limitation by any cost warnings or budget limits. This includes the time spent by all employees at the agreed rates as well as all other costs and expenses, in particular any legal support.

11.12.3 Expenses due to special compliance checks, e.g. due to a corresponding (especially foreign-oriented) corporate or ownership structure, are remunerated separately at the fee rates to GT, without limitation and outside cost warnings or budget limits.

11.13. Costs incurred by GT for documentation, digitisation and archiving, for example of documents and the like, are to be reimbursed in full by the client, this separately from agreed fees and irrespective of whether these services are provided by GT itself or an external vicarious agent.

11.15. GT is entitled to have externally incurred costs charged directly to the client.

11.16.1 If reductions are agreed, charged, credited or promised, those apply only to direct services by GT (i.e. no external services) and only vis-à-vis the client and in the event of the occurrence of a situation on which the reduction is based (e.g. losing a case), unless otherwise agreed or unless the reduction agreement is based on a settlement for deficient services.

However, if GT's costs are borne by third parties, the corresponding reductions shall be forfeited, irrespective of the way in which they were granted or promised. If only parts of the costs of GT remain for the client, reductions are to be applied proportionately. If it appears possible for costs to be borne by third parties, the client is obliged to claim GT's fees (charges) accordingly from third parties to a reasonable extent and demonstrably. To this end, the client is obliged – if not already provided – to request a corresponding fee note from GT in advance, which does not show any reductions, or, if a reduced fee note is presented, to inform the third party bearing the costs of the circumstances.

11.16.2 If the client does not claim GT's costs from the third parties concerned in the case that such a claim seems feasible in principle, reduction claims will lapse. Likewise, reduction claims will be forfeited in any case in the event of an agreed suspension of proceedings or a concluded settlement, if this is accompanied by at least partial success in the sense of the filing of a lawsuit or in the event that the client does not pursue proceedings in any other way and has at least partial success as a result.

11.16.3 The client is obliged – even if a reduced fee note has already been issued by GT – to provide suitable evidence of the occurrence of the circumstances justifying the reduction without being requested to do so by GT, failing which reductions may be declared forfeited.

11.16.4 GT is free to issue either a regular or a reduced fee note depending on its assessment of the situation at the time of billing. In the former case, a credit note will be issued upon occurrence and proof of the corresponding situation. Reduction options expire in any case after full payment of a fee note, 3 years after the date of issue of a fee note that may still be partially unpaid and in any case if they are not claimed within one month after the occurrence of the situation triggering a reduction claim.

11.16.5 If the deferral of an invoice or a partial invoice amount is agreed by GT with regard to the occurrence of certain circumstances (e.g. outcome of proceedings), this shall be deemed on the part of the Client as a corresponding waiver of the statute of limitation (waiving of the limitation period) with regard to the invoice(s) concerned.

11.16.6 A qualification of winning or losing a case concerning the applicability of reductions does not refer to completeness. In any case, winning a case also refers to the only partial assertion of a principal's claim.

11.16.7 In case of doubt, the result of the first instance will be used to assess GT's entitlement to a fee, although a subsequent victory will also lead to a reassessment and may trigger the payment of the fee.

11.16.8 If an expert opinion is used in several proceedings, irrespective of the designation or allocation in the document, a failure of the client (e.g. losing) or a claim for reduction only refers to this if the circumstance occurs in all proceedings. If, however, a circumstance of success occurs in only one of several proceedings and agreements have been made regarding the success, this is already considered a sufficient basis for the reduction claim to lapse completely. This also expressly applies to the case that the success only occurs in one procedure to which the document is not directly assigned in its designation.

11.16.9 Subsequent reclaims or limitations of fees already paid, e.g. in the event of a defeat at a higher court, are expressly not permitted.

11.17. By paying cash expenses (in full or in part) or cost contributions e.g. in connection with building capacities via hardware and software procurements or other of GT’s necessary procurements relating to the project, the Client shall not acquire ownership of the goods concerned, in particular if these are integrated into the structures, processes and systems of GT or may be required for later requests, liability questions etc. All such items shall remain the property of GT without any right of compensation and cannot be claimed. It emphasised that, for reasons of significant cost advantages, capacities are usually added to the overall system and integrated into it, managed in it and therefore cannot be separated without further ado. GT may also discard the goods in question at its own discretion.

11.18. At the beginning of each year, GT is permitted to round up the hourly rates or other cost rates and tariffs either on the basis of the increases in the Austrian Statistics Office's consumer price index (VPI) or a suitable successor index or – if higher – on the basis of actually demonstrably company-specific increases in costs in the corresponding percentage. Furthermore, adjustments to hourly rates, cost rates and tariffs are permissible during the year as soon as corresponding increases reach a level of more than 10 %.

§ 12 Safety

12.1 The client shall bear, to the extent deemed necessary, all expenses for the personal safety of the employees and assistants of GT and the respective private environment, also before or after the execution of the order, to an extent appropriate to the case. An obvious connection with an activity for the client is already sufficient for the occurrence of this obligation.

12.2 GT is entitled, but not obliged, to take its own precautions of whatever kind for the safety of employees and assistants. For this purpose, GT employees and assistants are expressly exempted from any prohibitions on the carrying of weapons in the client's house rules and those of other companies and organisations relevant to an engagement, whereby the (potential) client undertakes to take the necessary steps with regard to third parties.

12.3 Employees and auxiliary staff of GT are to be exempted from security regulations in the client’s environments, especially in IT and communications, and exempted from any access restrictions of the client and other companies and organisations relevant to an engagement in such a way that no hindrance occurs to the activities to be carried out by GT.

§ 13 Solicitation

During the execution of the engagement and for a period of 12 months thereafter, the Client shall not employ GT's employees and auxiliary staff on its premises or in any other form on its premises or on the premises of a dependent company.

§ 14 Default of payment

14.1 GT reserves the right to charge interest on arrears of 4% above the usual bank overdraft interest, but at least 15% p.a. The client must bear all costs arising from a delay in payment. These are, among other things, collection costs, dunning and other expenses including surcharges, administrative expenses, clarification, processing and archiving expenses, various financial losses as well as cancellation costs and the like. GT is furthermore entitled to claim compound interest, for example at (interim) settlement points, in the event of a prolonged delay in payment. With the handing over of a claim for collection or other external debt collection, interest and ancillary costs accrued up to that point formally become part of the principal claim, further accruing interest will therefore be calculated on the basis of this sum.

14.2 The client may only offset undisputed or legally established claims or assert a right of retention. GT reserves the right to subsequently charge taxes or levies that have not been collected if the tax authorities demand them (e.g. in the case of an unrecognised reduced VAT rate, etc.).

14.3 In the event of a) default in payment, b) excessive contestation of a claim used to delay or c) any legal proceedings to enforce its claims (irrespective of the cause or the opponent), GT is entitled to claim all expenses and ancillary costs incurred, including time and travel expenses of employees or suppliers, at the main hourly rates applicable in the normal course of business irrespective of the respective opposing party (e.g. the respective employees involved) from the client.

14.4 Any reductions, rebates, credits, discounts, goodwill deductions or payment deferrals, reduced hourly rates or other benefits granted may be declared as not granted or forfeited in the event of missed payment deadlines, gross default in payment, disputes or in the event of the opening of insolvency proceedings against the client, and claims may be extended accordingly. This also includes the possibility for GT to demand subsequent payment for services or claims that have not yet been invoiced, e.g. as a gesture of goodwill.

14.5 If GT is jointly engaged by more than one client, the clients shall be jointly and severally liable without restriction, irrespective of any agreements on the manner of settlement.

§ 15 Final provisions

15.1 All offers made by GT are subject to confirmation, unless expressly stated otherwise in the offer.

15.2 Contracts with reference to these GTC replace all previous agreements on their respective subject matter, if not agreed otherwise.

15.3 Amendments and supplements must be made in writing.

15.4 An transfer of claims of the client from contracts with GT is not permitted. Excluded from this are transfers to co-operation partners or affiliated companies of GT.

15.5. The place of jurisdiction for any disputes arising from an engagement shall be the competent court in Vienna, Austria. Austrian law shall apply exclusively.

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