Terms & Conditions

The Provider renders qualified advisory and professional services in the areas of Avyana: litigation finance and related strategic advisory. Services are provided on the basis of individual mandates, order confirmations or engagement letters; the following general terms and conditions form the contractual framework unless otherwise agreed in the individual case. They reflect the service-specific character of the engagement — what is owed is the professional performance of the agreed activity, not any particular outcome.

1. These general terms and conditions (hereinafter "GTC") apply to all contracts concerning advisory, coaching, training, conceptual, analytical and other services between Tactical Management AT GmbH (hereinafter "Provider") and the client (hereinafter "Client").
2. The GTC apply to consumers within the meaning of § 13 BGB and to entrepreneurs within the meaning of § 14 BGB. Where provisions apply exclusively to one of the two groups, this is identified. The primary target group is business clients.
3. Deviating, conflicting or supplementary terms of the Client shall not become part of the contract unless the Provider expressly agrees to their application in writing. This applies even if the Provider, with knowledge of deviating terms, renders performance without reservation.
4. In the event of conflicts between these GTC and an individual engagement letter or order confirmation, the individual agreements shall prevail.

1. The subject matter of the contract is the advisory and professional services designated in the engagement letter, the order confirmation or the otherwise individual mandate.
2. The contract is a service contract within the meaning of §§ 611 et seq. BGB. The Provider owes the professional performance of the agreed activity according to the recognized state of the respective discipline; a particular economic, legal or other outcome is expressly not owed.
3. The Provider is entitled to freely determine the persons used to render performance, provided their professional qualification corresponds to the agreed activity. The Client has no claim to performance by a particular person, unless a personal assignment has been expressly agreed.
4. The Provider does not render legal advice within the meaning of the Legal Services Act (RDG), tax advice within the meaning of the Tax Advisory Act (StBerG) or investment advice within the meaning of the Securities Trading Act (WpHG), unless expressly otherwise agreed and correspondingly qualified persons are deployed.

1. Offers, cost estimates and service descriptions of the Provider are non-binding unless expressly marked as binding.
2. The contract is concluded by matching declarations of intent — regularly through acceptance of an engagement letter, through express order confirmation or through commencement of the service activity at the Client's request.
3. The Provider reserves the right to refuse engagements without giving reasons, in particular in the event of conflicts of interest, justified doubts about the identity or solvency of the Client, suspicion of money laundering or sanctions violations, and engagements incompatible with the professional or ethical principles of the Provider.
4. The Provider is entitled, before commencing the activity, to carry out identification and due diligence obligations under the Money Laundering Act (GwG) and a conflict check.

1. The Client shall provide the Provider with all information, documents and access required for performance in a timely, complete and correct 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 resulting from a breach of cooperation duties shall not be at the expense of the Provider. The Provider is entitled to invoice additional effort arising therefrom at the agreed hourly rates — failing that, at the rates customary in the market.
4. The Client warrants that the information, data and documents made available to the Provider are free of third-party rights or that the Client holds the rights required for use within the mandate.

1. The remuneration agreed in the engagement letter or order confirmation applies. It may be agreed as a fixed fee, as a time fee at hourly rates, as a retainer or as a combination of these models. All remuneration is in euros plus statutory VAT and any expenses.
2. Expenses, travel, accommodation and other project-related expenditures shall be invoiced separately; travel time shall be remunerated at the agreed hourly rates unless otherwise agreed.
3. The Provider is entitled to demand an advance payment in a reasonable amount — regularly 30% of the expected total remuneration. For longer-term mandates, invoicing shall occur monthly or in line with agreed milestones.
4. Invoices fall due for payment without deduction within 14 days of receipt. If an entrepreneurial Client falls into payment default, default interest at nine percentage points above the base rate (§ 288 (2) BGB) and the lump sum under § 288 (5) BGB shall be owed. The statutory provisions apply with respect to consumers.
5. In the event of payment default, the Provider is entitled to suspend further performance until full settlement of outstanding claims. Delays arising therefrom shall not be at the expense of the Provider.

1. Performance shall take place, at the Provider's choice, at its business premises, at the Client's premises, at a place 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 indicative values unless expressly agreed as binding. Binding dates presuppose timely fulfilment of all Client cooperation duties.
3. The Provider is entitled to use employees, freelancers, subcontractors and external experts for performance. The Provider remains responsible for professional performance; the Client's prior consent to the use 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 it solely for mandate purposes and not to disclose it to third parties without prior written consent. This also applies after termination of the contractual relationship.
2. Excluded is information that demonstrably (a) is or becomes publicly known without breach by either party, (b) was lawfully known to the receiving party prior to the start of the mandate, (c) was obtained from third parties without confidentiality obligation or (d) must be disclosed by statutory, official or judicial order.
3. The Provider is entitled to mention the existence of the business relationship in anonymised form (industry, size class, mandate type) for reference purposes, unless expressly otherwise agreed. A reference identifying the Client by name shall be made only with the Client's prior consent.
4. Subcontractors and experts deployed shall be bound by the Provider to confidentiality in the same manner.

1. For service contracts with consumers concluded by means of distance selling or off-premises, the statutory right of withdrawal expires upon complete provision of the service pursuant to § 356 (4) BGB if the Provider has commenced performance of the contract after (a) the consumer has expressly consented thereto and (b) simultaneously confirmed knowledge that the right of withdrawal will be lost upon complete performance by the Provider.
2. By placing the order, the Client expressly requests immediate commencement of performance and confirms having received notice of the foregoing consequence — extinction of the right of withdrawal upon complete performance — in text form prior to conclusion of the contract. These declarations shall be obtained separately in the ordering process or in the engagement letter.
3. Where the right of withdrawal has not already expired pursuant to paragraph 1, in the event of withdrawal after commencement of performance the consumer shall pay the Provider an amount corresponding to the proportion of services rendered up to withdrawal compared with the total scope of services contractually agreed (§ 357a (2) BGB).
4. No right of withdrawal exists with respect to entrepreneurs within the meaning of § 14 BGB in any event.

1. Voluntary cancellation of the mandate or voluntary refund of remuneration already paid is excluded. Services already rendered shall in any event be remunerated.
2. For agreed fixed fees, the Provider retains the full remuneration where the service has already been fully rendered. For partial performance, the Provider is entitled to the proportional remuneration for the activity rendered plus reimbursement of expenses; advances paid shall not be refunded to the extent consumed by services rendered.
3. In the case of a short-notice cancellation of agreed appointments — within 48 hours before the agreed appointment — the Client shall owe a cancellation flat fee of 100 percent of the fee agreed for the appointment or the corresponding time fee.
4. The right to extraordinary termination for cause (§ 11 of these GTC) remains unaffected.

1. Defects in the services rendered shall be notified to the Provider without delay, no later than fourteen days after notice of them, in text form, identifying the specific defect. With respect to entrepreneurial clients, § 377 HGB applies accordingly.
2. In the case of a justified and timely notice of defects, the Provider shall render the service to the required extent free of charge. Should remediation fail, the Client may, after the unsuccessful expiry of a reasonable grace period, reduce the remuneration owed proportionally; further rights of rescission and claims for damages exist only within the framework of the statutory provisions and subject to the liability provision in § 12.
3. No liability for defects exists where complaints rest on defective, incomplete or delayed information from the Client, on a breach of cooperation duties or on subsequently changed framework conditions.
4. Consumer-typical defect rights remain unaffected where statutorily mandatory.

1. Term and ordinary termination. Mandates are agreed for a definite term, on a project basis or as an ongoing service relationship. Ongoing service relationships may be terminated by either party in ordinary course with one month's notice to the end of a month, unless otherwise agreed. Project-related mandates end with full performance of the agreed services.
2. Extraordinary termination. The right to extraordinary termination for cause (§ 626 BGB by analogy) remains available to both parties. In the event of extraordinary termination for which the Client is responsible, the Provider retains its claim to the agreed remuneration less expenses saved (§ 615 BGB by analogy).
3. Work product and rights of use. Upon full payment of the agreed remuneration, the Client receives a simple, non-transferable and non-sublicensable right of use in work products created within the mandate, limited to the internal purposes of the Client defined in the mandate. All rights going beyond this — in particular reproduction, distribution, making available to the public, modification and commercial exploitation vis-à-vis third parties — remain with the Provider and require a separate written agreement.
4. Pre-existing know-how, methods, tools, templates, models and other aids of the Provider shall remain its exclusive property; the Provider is entitled to use them for other mandates as well. The Provider is further entitled to make free use of general insights and methodological and industry experience obtained within the mandate, to the extent this is possible without disclosure of confidential Client data.
5. Prior to full payment of the agreed remuneration, the Client has no right of use in the work products. 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 essential contractual duties (cardinal duties), the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely. In such cases, liability is limited in amount to the foreseeable damage typical for this type of contract, but at most to the net fee agreed for the mandate or, failing that, the fee paid to the Provider in the preceding twelve months of the relevant mandate.
3. Liability for damages arising from injury to life, body or health remains unaffected.
4. Any further liability — in particular for lost profit, missed savings, consequential damage, indirect damage, reputational damage or claims of third parties — is excluded to the extent legally permissible.
5. Recommendations, assessments, forecasts, valuations and strategy proposals of the Provider are based on the information available at the time of performance and generally recognised professional methods. No guarantee is assumed for the occurrence of particular results, successes, returns, market developments or procedural outcomes.

1. With respect to 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 the entrepreneurial Client only insofar as its counter-claims are undisputed or have been finally adjudicated.
3. The entrepreneurial Client shall indemnify the Provider internally from all third-party claims arising from inaccurate, incomplete or delayed information from the Client, from a breach of its cooperation duties or from use of work products contrary to the contract.

Personal data of the Client — including data collected to fulfil identification and due diligence obligations under anti-money-laundering law — are collected and processed exclusively within the framework of statutory provisions, in particular the General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG). To the extent the Provider processes personal data on behalf of the Client in the course of the mandate, the parties shall enter into a separate data processing agreement pursuant to Art. 28 GDPR. Details are governed by the Provider's privacy policy at avyana.net/en/privacy.

1. The European Commission provides a platform for online dispute resolution (ODR), accessible at https://ec.europa.eu/consumers/odr.
2. The Provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

1. The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. With respect to consumers, this choice of law applies only insofar as the protection granted is not withdrawn by mandatory provisions of the law of the state in which the consumer has its habitual residence.
2. The exclusive place of jurisdiction for all disputes arising from this contractual relationship with entrepreneurial Clients is Vienna. The Provider is also entitled to bring proceedings at the Client's general place of jurisdiction.
3. Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The statutory provision shall replace the invalid or unenforceable provision.
4. Amendments and supplements to these GTC and to individual mandate agreements require text form. This also applies to the cancellation of the text-form requirement itself.