General Terms and Conditions

The company "TRACEO GmbH" based in Vienna is a commercially licensed professional detective agency pursuant to the trade law provisions of §§ 129, 130 GewO 1994, as well as a credit information agency pursuant to the trade law provisions of § 152 GewO, and is hereinafter referred to as "the Contractor" or "the CO". Reference is made to the aforementioned legal provisions regarding the legally regulated scope of activities of the security trade (professional detectives) and credit information agencies. The respective sole client, as well as any plurality of clients designated as groups of persons, public bodies, companies, institutions, associations, and the like, are hereinafter referred to as "the Client" or "the CL". Where gender-specific designations appear only in one form in these General Terms and Conditions, they refer to all genders equally.

The scope of activities of the CO is divided into the areas of professional detectives within the meaning of § 129 Para 1 GewO and credit information agencies within the meaning of § 152 GewO. "Common Contractual Conditions" (CCC) and "Special Contractual Conditions" (SCC) apply to both areas – subdivided into "Special Contractual Conditions Detective Agency" and "Special Contractual Conditions Credit Information Agency", whereby within the scope of the respectively agreed contractual services, the "Common Contractual Conditions" apply in any case to both areas of activity of the CO, and "Special Contractual Conditions" are also applicable to the entire respective contractual relationship between CO and CL, whereby overlaps within the CCC and SCC may also occur. The contract interpretation pursuant to § 914 ABGB according to Section FINAL PROVISIONS V. 3./ and the severability clause according to Section V. 5./ shall apply.

By placing the order, the CL warrants that they do not pursue any objectives that endanger the state, violate the law, or offend public morals, and that they have fully and truthfully declared their legitimate interest. The CO assumes no liability for any false information provided by the CL of any nature. If the present order is placed by a requested or authorized person and not by the CL personally, said person shall be jointly and severally liable with the CL for all claims arising from the order. The power of representation must in such cases be established either by legal transaction (power of attorney), by judicial/legal authority (pursuant to §§ 158, 166, 268, 865, 1034 ABGB), or by statute under the principle of disclosure. The order is placed in writing by official or personal signature, whereby only forms or documents pre-drafted by the CO are valid.

All legal relationships between the CL and CO are subject to these "Common Contractual Conditions" (CCC) and the "Special Contractual Conditions" (SCC) of the respectively agreed contractual service, namely professional detective agency and/or credit information agency. This also applies to future supplementary and follow-up orders, even if specific reference is not made in individual cases. The CO in the following is understood to be the specific contractual partner of the CL.

The written agreement forms the basis of the agreed scope of services, which serves as the foundation for order fulfillment. If agreed services have not been specified in writing, the CO shall provide the service at its own discretion based on criteria of appropriateness and proportionality.

Amendments, corrections, or supplements of any kind to the CCC stated herein or to the services agreed with the CL require written form without exception and are to be considered as part of the contract. This affects all supplements, ancillary agreements, subsequent changes, or supplements to existing contracts. The requirement of written form applies. Agreements with the CL's personnel are invalid and may only be made with designated managing directors according to the current commercial register extract or, in individual cases, only by special power of attorney pursuant to § 1006 et seq. ABGB.

The CL's terms and conditions shall not apply unless expressly agreed in writing. Upon placing the order with the CO, these Terms and Conditions apply to this order and all future orders, even if the General Business and Insurance Conditions are not explicitly referenced in individual cases. These General Business and Insurance Conditions are acknowledged by the CL upon placing the order and are deemed incorporated.

The CO is entitled, when occasion requires, to engage other commercial enterprises to fulfill its obligations, provided that the objective of the order requires this and the provisions of the DSG and GDPR can be complied with.

The contract is generally concluded through a written offer and written acceptance of the offer by the CL. Declarations requiring receipt are to be declared as such; otherwise, they are deemed received in the sense of fair and reasonable legal commerce. Oral ancillary agreements are invalid.

All prices are exclusive of statutory value-added tax. All ancillary costs of the order, particularly costs and expenses incurred in connection with the order, shall be borne by the CL unless expressly agreed otherwise.

The CL accepts that the CO must adjust contractually agreed fees to maintain the provision of services in line with inflation.

Invoices to the CL are deemed acknowledged in form and content if no written objection is raised within four weeks of delivery.

All invoices are payable within seven days of the invoice date without deduction. The CO is furthermore entitled to issue partial invoices for proportionally rendered services. Invoices may also be transmitted electronically (§ 12 ECG). Set-offs or withholdings of invoice amounts are excluded unless these claims have been expressly acknowledged or established by a legally binding court decision. Compensation of outstanding fee claims of the CO, including cash disbursements, against any claim of the CL of whatever nature is excluded, unless mandatory legal provisions or individually specific agreements between CO and CL provide otherwise. In case of late payment, default interest of 10 (ten) percent p.a. plus incurred reminder and collection costs will be charged. For the first reminder, reminder fees of EUR 15.00 will be charged, and EUR 35.00 for the second. Before payment of due invoice amounts, including default interest, the CO is not obliged to provide any further services from any ongoing order for the duration of the delay.

The CO maintains an industry-appropriate business liability insurance with Europe-wide coverage. The CL is entitled to inspect the insurance contract terms and coverage amounts of the liability insurer upon request. The CL acknowledges that only the insurance contract terms valid at the time of damage and the General Contract Terms for liability insurance valid at the time shall apply. Liability claims of the CL against the CO are to be assessed individually and specifically in each case, whereby the exclusion of liability of the CO pursuant to Section GENERAL PROVISIONS I. 3./ expressly remains in effect.

The liability claim expires if the CL does not report and substantiate the damage and the resulting claims immediately – but no later than within 14 days (unless otherwise agreed) from knowledge of the damage and the party causing it – in writing, or if the claim is not asserted in court within three months of rejection. In case of loss of a key entrusted during the course of the CO's intervention, only replacement of the lost key will be provided; no further damages will be paid. The CO is not liable for damages other than those specified, in particular not for damages for which no insurance coverage is provided under the general insurance conditions of the liability insurance. The possibility of challenging the contract on grounds of laesio enormis (lesion beyond moiety) is excluded. The provisions pursuant to Section CCC II. 11./ shall also apply.

The CL undertakes towards the CO not to disclose to third parties any data concerning investigation contents of the professional detectives or credit information agencies, including personal or company-specific data, that have become known to them; otherwise, the CO cannot assume any liability. The CL may only use all data entrusted to them by the CO and data that have become known to them in connection with the contractual relationship between CL and CO pursuant to Section GENERAL PROVISIONS I. 3./ and Section CCC II. 7./ for the execution of the respective order carried out by us. The CO cannot be held liable for any misuse of data by the CL under the DSG, GDPR, or resulting fundamental rights violations pursuant to the B-VG and StGG.

The CL is advised that the data disclosed to us, data arising from the execution of the contractual relationship, and data required for contractual performance obligations are processed and stored by us for the execution of the order. Disclosure of this data is made only to companies commissioned by us and obligated to observe statutory data protection provisions for the purpose of order execution and for conducting credit checks. Where necessary, data is also disclosed to appropriate bodies for tax and financial audits and for the defense of legal claims. Data is stored by us in personal form at least until the end of the business relationship or until the expiry of applicable warranty, guarantee, or limitation periods; beyond that, until the conclusion of any legal disputes in which the data is needed as evidence; or in any case until the expiry of the third year after the last contact with a business partner. Regarding tax retention periods, the CO retains data for 10 years pursuant to §§ 207 Para 2, 209 BAO.

The CCC and SCC are generally designed for legal transactions between businesses. For CLs who are consumers within the meaning of the Consumer Protection Act (KSchG), the common and special conditions apply to the extent permissible under the KSchG. If the CL has not made their contractual declaration at the business premises used by the CL, they have the right to withdraw from this contract within 14 (fourteen) days from the date of contract conclusion without giving reasons. To exercise the right of withdrawal, the CL must inform the CO of their decision to withdraw from this contract by means of a clear declaration (e.g., a letter sent by post, fax, or email). To comply with the withdrawal period, it is sufficient for the CL to send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period. In the event of withdrawal, services rendered up to the withdrawal will be charged pursuant to Section CCC II. 15./.

The operational execution, assignment of CO employees, relief of assigned operatives, carrying of weapons under the provisions of §§ 21 WaffG et seq. and included vehicle use, as well as the deployment of technical equipment, are carried out at the professional discretion of the operations manager in coordination for the efficient achievement of the operational objective, unless special instructions or conditions have been agreed with the CL.

The CL acknowledges that case processing can only commence after payment of the agreed advance payment. Service billing is based on an hourly rate plus 20% value-added tax according to the applicable tariffs. In special cases, a flat-rate operational fee may be agreed. With the reporting or invoicing, the claims accrued up to that point become due. The CL is obligated to reimburse all cash disbursements and costs of the CO arising from the order content.

In the event of early termination of the contractual relationship by the CL in the case of an agreed flat rate, for example due to an unexpected turn in the case, other case resolution from the CL's sphere, or other reasons, the operational hours rendered to date will be calculated at the hourly rates plus 20% value-added tax according to the applicable tariffs. Any resulting credit balances will be credited to the CL. Additional billing by the CO at the CL's expense that exceeds the previously agreed flat rate shall not apply in the aforementioned case of withdrawal by the CL.

The CO acknowledges that this includes in particular reminder and collection costs of an attorney consulted by the CO, which are to be reimbursed. All claims from all contracts between CO and CL remain unaffected by any recourse claims of the CL against third parties, both in terms of basis and amount. Otherwise, the prices and payment terms and the provisions for late payment pursuant to Section CCC II. 8./ shall apply.

The CL undertakes, during the order discussion or at the latest upon placing the order, to disclose all information about observations already made and steps already taken, whether by private parties or by previously commissioned detective companies. The CL is further obligated to disclose any attorney correspondence. The CL bears the full risk of each order with the obligation to hold the CO harmless and free from claims. The CL bears the sole risk and any liability claims if they have provided incorrect information to the CO. Otherwise, the provisions pursuant to Section GENERAL PROVISIONS I. 3./ shall apply. The CO reserves the right to engage expert employees of specialized professionals to achieve the operational objective. The CL declares to the CO upon placing the order that all data that has become known to the CL in this context (i.e., all personal and company-related data and information that can be associated with the order placement) must under no circumstances be disclosed to third parties. In this connection, a separate confidentiality obligation has been signed and acknowledged with each employee subordinate to the CO who is to be deployed at the CO's own discretion.

The CL acknowledges that the CO may only act in accordance with general legal provisions and may only operate within the legally granted or limited legal norms. The CL further acknowledges pursuant to § 130 Para 4 GewO that the CO, in the context of offenses prosecutable ex officio (when acting pursuant to § 129 Para 1 Z 2 and Z 4 GewO activities), may only exercise these to the extent that official investigative actions are not impaired. The CO may only disclose case-relevant information to the CL that falls within the scope of the predominant legitimate interest pursuant to Art 6 Para 1 lit f GDPR, even if the CL gains further knowledge during the operational period; in the latter case, the CL is subject to the strictest confidentiality. The CL acknowledges without restrictions or exceptions the principle of source protection. Should it become necessary in the course of an order to assure an informant of the confidentiality of their name, which is solely at the CO's discretion, the CL also waives their right to disclosure. Otherwise, the CL's data protection obligations pursuant to Section CCC II. 11./ shall apply mutatis mutandis.

The CO assumes no liability regarding the possible further use of reports and results transmitted to the CL. Reports and communications by the CO are made exclusively in the pursuit of the CL's legitimate interests and are intended only for the CL or their attorney and must be treated as strictly confidential by these persons. The only recognized exception is the presentation of evidence in court. It is expressly agreed that the CL is solely liable for the disclosure of reports and communications or parts thereof or for the transmission of contents from reports and communications to third parties. The CL must indemnify the CO from any resulting claims without exception.

For motor vehicle operations, two detectives and two vehicles are deployed in the interest of efficient investigative work and traffic safety. Attention is drawn to the difficulty and dangers of traffic conditions. The CL undertakes to reimburse any traffic penalties in full whose causal connection to the operational objective is evident. Should the CL, contrary to the CO's recommendations, request operations with fewer or only one vehicle/detective, the CL bears the associated risk.

Operational equipment (i.e., devices, tools, loaned material) that remains in the CL's area of control for operational purposes must be returned to the CO after the end of the operational deployment. The CL must handle the operational equipment with care. Damages that occur in the CL's area of control must be reimbursed by the CL, who may need to contact their household, business, or liability insurance, at the applicable current new price. In the case of delayed return of equipment by the CL, the CO is entitled to charge a reasonable rental fee. If, despite a request for return, no return is made by the CL, the CO is entitled – in addition to initiating security measures – to make a new purchase and charge this to the CL without offset against any rental fees.

The subject of the service for the CL is the investigation and provision of personal data (insofar as these do not separately fall within the scope of activities of professional detectives, namely the provision of information about private affairs pursuant to § 129 Para 1 Z 1 GewO) as well as the creditworthiness of natural or legal persons.

The provision of information may be refused or restricted in justified individual cases, particularly when the legitimate interest cannot be demonstrated or insufficiently demonstrated by the CL.

The information provided is intended only for the CL and may not be disclosed to third parties (duty of discretion). This restriction extends to all oral or written information provided to the CL. In the case of customary business disclosure of information to a credit institution, the institution must be expressly informed of the duty of discretion.

Unless otherwise agreed, information shall be provided in writing, whereby transmission by email is permissible. The duty of discretion pursuant to Section 3 applies mutatis mutandis.

Operators of a credit information agency are obligated pursuant to § 152 Para 2 GewO to retain their business correspondence and business books for seven years. The seven-year period runs from the end of the calendar year in which the correspondence took place or the last entry was made in the business book. In the event of termination of the trade authorization, the correspondence and business books must be destroyed, even if the seven-year period has not yet elapsed.

If the CO (or their employees/vicarious agents) also processes personal data in the course of providing services, this is carried out – unless expressly agreed otherwise in individual cases – as a data processor within the meaning of Art. 28 GDPR. The CL remains the controller for this data processing. The CL must also, insofar as the data processing takes place in their premises and/or on their systems, ensure the respectively required technical and organizational security measures and adequately instruct the employees/vicarious agents of the CO. In this context, the CO is exclusively responsible for contractually obligating its own employees/vicarious agents to comply with data protection. The CO will, if requested by the CL, sign a data processing agreement pursuant to Art. 28 GDPR. The CO is further entitled to charge a reasonable fee for additional expenses arising, for example, from supporting the CL in connection with processing requests in the course of exercising data subject rights pursuant to Art 15 to 22 GDPR or in the context of data protection audits.

The final provisions listed here apply to all contractual relationships arising under Section GENERAL PROVISIONS I./, Section CCC II./, Section SCC-Detective III./, and Section SCC-Credit Information IV./ vis-à-vis the CO.

Deviations from these General Terms and Conditions and from the fee agreements require written form and the signature of the CO to be valid – otherwise they are void.

In accordance with the relevant provisions of § 914 ABGB, in case of doubt, these General Terms and Conditions are to be understood as corresponds to the usage of fair dealing.

For disputes arising from this contract, Vienna is agreed as the place of jurisdiction pursuant to § 1 JN.

In the event that one or another provision of the General Terms and Conditions, for whatever reason, does not apply, the remaining provisions shall retain their validity unaffected and shall not be rendered ineffective. The ineffective or unenforceable provision shall be replaced by an effective and enforceable provision whose effect most closely approximates the economic objective that the contracting parties pursued with the ineffective or unenforceable provision.