Terms & Conditions

The Provider delivers qualified advisory and professional services in the field of litigation funding, the structuring of finance for commercial disputes and international arbitration, and related analysis and strategy work. Services are provided on the basis of individual mandates, order confirmations or Engagement Letters; these General Terms and Conditions form the contractual framework, unless otherwise agreed in the individual case. They reflect the service-specific character of the engagement — the Provider owes the professional performance of the agreed activity, not a specific outcome.

1. These General Terms and Conditions (the “Terms”) apply to all contracts relating to advisory, advisory-board, coaching, training, conception, analysis and other professional services between Tactical Management AT GmbH (the “Provider”) and the client (the “Client”).
2. The Terms apply both to consumers within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG) and to entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB). Where provisions apply exclusively to one of these groups, this is indicated. The main target group is business clients.
3. Conflicting, deviating or supplementary terms of the Client shall not become part of the contract unless the Provider expressly consents to their application in writing. This also applies where the Provider performs the service without reservation despite being aware of conflicting terms.
4. In the event of inconsistencies between these Terms and an individual Engagement Letter or order confirmation, the individual agreement prevails.

1. The subject matter is the advisory and professional services identified in the Engagement Letter, order confirmation or other individual mandate.
2. The contract is a service contract within the meaning of §§ 1151 ff. of the Austrian General Civil Code (ABGB). The Provider owes the professional performance of the agreed activity in accordance with the recognised standard of the relevant discipline; no specific economic, legal or other outcome is owed.
3. The Provider is entitled to freely determine the persons engaged in the performance of the services, provided that their professional qualifications correspond to the agreed activity. The Client has no right to performance by a specific individual unless such a personal allocation has been expressly agreed.
4. The Provider does not provide legal advice within the meaning of the Austrian Lawyers' Act (RAO), tax advice within the meaning of the Austrian Public Accountancy Profession Act (WTBG), or licensable investment or securities advice, unless expressly agreed otherwise and provided that suitably qualified personnel are engaged.

1. The Provider's offers, cost estimates and service descriptions are non-binding unless expressly identified as binding.
2. The contract is formed by mutual declarations of intent — typically through acceptance of an Engagement Letter, by express order confirmation, or by commencement of the services at the Client's request.
3. The Provider reserves the right to reject mandates without stating reasons, in particular in cases of conflicts of interest, reasonable doubt as to the identity or solvency of the Client, suspected money laundering or sanctions breaches, or mandates incompatible with the Provider's professional or ethical principles.
4. The Provider is entitled to carry out identification and due diligence checks pursuant to the Austrian Financial Market Anti-Money-Laundering Act (FM-GwG) and the Sanctions Act (SanktG), as well as a conflict check, prior to taking up the mandate.

1. The Client shall provide the Provider with all information, documents and access required for the performance of the services in a timely, complete and accurate manner.
2. The Client shall designate a responsible contact person with sufficient decision-making authority and ensure their availability within the agreed scope.
3. Delays, additional effort or defective results arising from a breach of the duties of cooperation shall not be attributable to the Provider. The Provider is entitled to invoice the additional effort separately at the agreed hourly rates — failing which, at customary market rates.
4. The Client warrants that the information, data and documents provided are free from third-party rights or that the Client holds the rights necessary for use in the context of the mandate.

1. The remuneration agreed in the Engagement Letter or order confirmation applies. It may be agreed as a fixed fee, an hourly fee, a retainer or a combination of these models. All remuneration is expressed in euros plus statutory value-added tax and any disbursements.
2. Disbursements, travel, accommodation and other project-related expenses are invoiced separately; travel time is remunerated at the agreed hourly rates unless otherwise agreed.
3. The Provider is entitled to require an advance payment in a reasonable amount — typically 30 % of the anticipated total remuneration. For longer mandates, billing takes place monthly or against agreed milestones.
4. Invoices are due for payment without deduction within 14 days of receipt. Where a business Client is in default of payment, default interest is owed at 9.2 percentage points above the base interest rate pursuant to § 456 UGB, together with recovery costs pursuant to § 458 UGB. The statutory rules apply vis-à-vis consumers.
5. In the event of default of payment, the Provider is entitled to suspend further performance until all outstanding amounts have been settled. Delays caused thereby shall not be attributable to the Provider.

1. Services are performed at the Provider's discretion at its place of business, at the Client's premises, at a location agreed with the Client or remotely. The Provider is entitled to use suitable electronic communication and collaboration tools.
2. Dates and deadlines are non-binding guidelines unless expressly agreed as binding. Binding dates are subject to the timely performance of all of the Client's duties of cooperation.
3. The Provider is entitled to engage employees, freelancers, subcontractors and external experts to perform the services. The Provider remains responsible for proper performance; the Client's prior consent to the engagement of specific subcontractors is not required.

1. The contracting parties undertake to treat as confidential all confidential information of the other party obtained in connection with the mandate, to use such information exclusively for purposes of the mandate, and not to disclose it to third parties without prior written consent. This also applies after termination of the contractual relationship.
2. This obligation does not apply to information which is demonstrably (a) publicly known or becomes so without breach by either party, (b) was lawfully known to the receiving party before commencement of the mandate, (c) was obtained from third parties not subject to confidentiality, or (d) must be disclosed pursuant to statutory, regulatory or judicial order.
3. The Provider is entitled to refer to the existence of the business relationship in anonymised form (industry, size class, type of mandate) for reference purposes, unless expressly agreed otherwise. Reference by name is only made with the Client's prior consent.
4. Subcontractors and experts engaged by the Provider shall be subject to equivalent confidentiality undertakings.

1. For service contracts with consumers concluded by means of distance communication or off-premises, the right of withdrawal under § 11(1)(1) of the Austrian Distance and Off-Premises Contracts Act (FAGG) lapses upon full performance of the service if the Provider has commenced performance after the consumer has expressly consented to it and at the same time acknowledged that the right of withdrawal is lost upon full performance.
2. By placing the order, the Client expressly requests the immediate commencement of performance and confirms that they have been informed in text form, prior to conclusion of the contract, of the consequence of the right of withdrawal being lost upon full performance. These declarations are obtained separately in the order process or in the Engagement Letter.
3. To the extent that the right of withdrawal has not already lapsed under paragraph 1, on withdrawal after the commencement of performance the consumer shall pay the Provider an amount corresponding to the share of services rendered up to the point of withdrawal as compared with the total scope of services contractually agreed (§ 16 FAGG).
4. No right of withdrawal exists vis-à-vis entrepreneurs in any event.

1. A voluntary cancellation of the mandate or a voluntary refund of remuneration already paid is excluded. Services already rendered shall in any event be remunerated.
2. Where fixed fees have been agreed, the Provider retains the full remuneration if it has fully performed the service. In the case of partial performance, the Provider is entitled to a pro-rata fee for the work performed plus reimbursement of expenses; advances already paid are not refunded to the extent that they have been consumed by services rendered.
3. In the event of short-notice cancellation of scheduled appointments — within 48 hours of the agreed appointment — the Client owes a cancellation fee in the amount of 100 % of the fee agreed for the appointment, or the corresponding hourly fee.
4. The right to extraordinary termination for good cause (§ 11 of these Terms) remains unaffected.

1. Defects in the services rendered are to be notified to the Provider without undue delay, at the latest within fourteen days of becoming aware of them, in text form specifying the concrete defect. With respect to business clients, § 377 UGB applies accordingly.
2. In the case of a justified and timely defect notice, the Provider shall remedy the service free of charge to the extent required. Where remedy fails after expiry of a reasonable additional period, the Client may proportionately reduce the remuneration owed; any further rescission, conversion or damages claims exist only within the scope of statutory provisions and subject to the liability regime in § 12.
3. No defect liability arises to the extent that complaints are based on incorrect, incomplete or delayed information from the Client, on a breach of duties of cooperation or on subsequently altered conditions.
4. Consumer warranty rights remain unaffected to the extent legally mandatory.

1. Term and ordinary termination. Mandates are agreed for a fixed term, on a project basis or as an ongoing service relationship. Ongoing service relationships may be terminated by either party with one month's notice to the end of the month, unless otherwise agreed. Project-based mandates end upon full performance of the agreed service.
2. Extraordinary termination. The right to extraordinary termination for good cause (§ 1162 ABGB analogously) remains available to both parties. In the case of extraordinary termination for which the Client is responsible, the Provider retains the right to the agreed remuneration less expenses saved.
3. Work product and usage rights. After full payment of the agreed remuneration, the Client receives a simple, non-transferable and non-sublicensable right of use in the work product created in the context of the mandate, limited to the internal purposes of the Client defined in the mandate. All further rights — in particular reproduction, distribution, making available to the public, modification and commercial exploitation vis-à-vis third parties — remain with the Provider and require separate written agreement.
4. Pre-existing know-how, methods, tools, templates, models and other resources of the Provider remain its exclusive property; the Provider is entitled to use them in other mandates as well. The Provider is further entitled to use general insights, methods and industry experience obtained in the course of the mandate freely, to the extent that this is possible without disclosing confidential Client data.
5. Prior to full payment of the agreed remuneration, the Client has no right of use in the work product. Premature use is prohibited.

1. The Provider is liable without limitation for intent and gross negligence and under the provisions of the Product Liability Act.
2. For slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations) the performance of which makes the proper performance of the contract possible in the first place and on whose observance the Client may regularly rely. In such cases liability is limited in amount to the foreseeable damage typical for the contract, but in any event no more than the net fee agreed in the mandate, failing that no more than the fee paid to the Provider in the twelve months prior, in respect of the mandate concerned.
3. Liability for damage from injury to life, body or health remains unaffected.
4. Any further liability — in particular for lost profits, foregone savings, consequential or indirect damage, reputational damage or third-party claims — is excluded to the extent permitted by law.
5. Recommendations, assessments, forecasts, valuations and strategic proposals of the Provider are based on the information available at the time the service is rendered and on generally accepted professional methods. No guarantee is assumed as to the occurrence of specific outcomes, successes, returns, market developments or proceedings results.

1. Vis-à-vis entrepreneurs, withdrawal and cancellation are entirely excluded. Services already rendered shall in any event be remunerated.
2. Set-off and rights of retention are available to a business Client only to the extent that its counterclaims are undisputed or have been finally established.
3. The business Client shall indemnify the Provider on a back-to-back basis against all third-party claims arising from incorrect, incomplete or delayed information provided by the Client, from a breach of its duties of cooperation, or from any use of the work product in breach of contract.

The Client's personal data — including data collected to satisfy anti-money-laundering identification and due diligence obligations — are collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG). To the extent that the Provider processes personal data on behalf of the Client in performing the mandate, the parties enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are set out in the Provider's privacy notice at avyana.net/en/privacy.

1. The European Commission provides an online dispute resolution platform, available at https://ec.europa.eu/consumers/odr.
2. The Provider is neither willing nor obliged to participate in a dispute resolution procedure before a consumer arbitration board.

1. The law of the Republic of Austria applies, excluding the UN Convention on Contracts for the International Sale of Goods. As regards consumers, this choice of law applies only to the extent that the protection afforded by mandatory provisions of the law of the state in which the consumer has their habitual residence is not withdrawn.
2. The exclusive place of jurisdiction for all disputes arising from this contractual relationship with business clients is Vienna, Austria. The Provider is also entitled to bring proceedings at the Client's general place of jurisdiction.
3. Should individual provisions of these Terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision shall be replaced by the relevant statutory rule.
4. Amendments and supplements to these Terms and to individual mandate agreements require text form. The same applies to any waiver of the text-form requirement.