These General Terms and Conditions (hereinafter “GTs”) form an integral part of the agreement between client and contractor and are valid unless the contracting parties explicitly provide otherwise in writing.
Centre
The centre (hereinafter “monitoring and receiving centre”) of the contractor is a facility for receiving hazard alerts (e.g. burglary, robbery, sabotage, fire), technical reports (e.g. electricity blackout, gas or water leakage, switching procedures of alarm systems, operating conditions of heating and air-conditioning systems), emergency calls by persons (e.g. from elevators) and video images. It is operated around the clock by subcontractors and/or vicarious agents of the contractor. The contractor is obliged to keep its monitoring and receiving centre established in its office premises in unrestricted operation with all appropriate means. Based on the project surroundings with emergency service providers, the kind of the emergency calls (e.g. SOS, robbery) and increased safety requirements, the high security aspect is separately pointed out to the client. Depending on individual services and requirements of the client, the contractor offers various services in the fields of communications, security and service in specific agreements.
Alarm, fire detection, video systems and other technical facilities as well as transmission systems
Establishment and/or acquisition (purchase or rent), installation and maintenance of the systems required and/or run by the client, such as alarm, fire detection, video systems and other technical facilities, including alarm transmission systems, are the sole responsibility of the client. The contractor is not liable therefor. Costs of assembly, establishment of the connection to the monitoring and alarm receiving centre of the contractor and changes required by authorities and possibly required in the future are to be borne by the client. This also applies to changes in the equipment and current operations of these technical facilities.
Alarm exercises (test emergency calls)
In cooperation between client and contractor, the first alarm exercise is agreed. The same serves the purpose of conducting precise technical checks on alarm procedures, from the alarm transmitter via alarm transmission to alarm reception at the alarm receiving centre. Both contracting parties are authorised to trigger test alarms during the term of the contract to check proper functioning of the alarm system. Setting of precise dates is a prerequisite for such alarm exercises. Thus, any real alarms are excluded, and the contractor is exempt from any emergency modality. Costs for false alarms and unannounced alarm exercises are to be borne exclusively by the client.
Staff
The contractor’s staff wear uniforms and have to show their IDs to the contractor, its staff and the police (service cards).
Staff used to fulfil contractual obligations must not be used by the client for any other services than those included in the contract. In any case, the contractor’s liability only covers the scope of the order pursuant to Special Service Instructions, Service Specification and Alarm and/or Contingency Plan.
Performance of services
The performance of services is only governed by the written Special Service Instructions, Service Specification and Alarm and/or Contingency Plan on which the order is based. If unforeseen emergency situations occur during roving patrols, the patrols and/or control points (data carriers) may be abstained from.
Keys
The keys required to perform the services are to be handed over by the client in time before the commencement of the contract and free of charge. Keys which have become defective have to be replaced by the client.
The contractor is liable for the loss of keys by its staff within the framework of clause 12 below.
Staffroom
The client is obliged to set up an appropriate staffroom at the post with required equipment, lighting, heating and sanitary installations free of charge.
This does not apply to security consultations, patrol services and services rendered by the alarm receiving centre.
Information signs/labels
Upon the commencement of the contract, the usual information signs and/or labels of the contractor are attached – unless the client wishes otherwise. The signs remain the property of the contractor and have to be removed by the contractor on termination of the contract – without the assumption of any liability for possible damage.
Data protection
The client gives its revocable consent that all relevant data relating to the client and becoming known within the framework of this contractual agreement are subject to automation-assisted processing and will be forwarded within the group, to cooperation partners and assisting bodies. The contractor, its subcontractors and/or vicarious agents are obliged not to provide any information to external parties, neither on data nor on technical equipment of the client. The telephone number of the connection to the contractor’s alarm receiving centre as well as details relating to alarm procedures have to be kept secret and confidential by the contractor and its staff.
Service interruption
In the event of force majeure, e.g. elementary events, public unrest, strikes, lock-out, public terror, epidemic diseases, and in case of other unavoidable events, the contractor may interrupt or adequately change the contractual obligations in so far as the contractor is unable to execute the same – also for organizational reasons.
In such cases, the client cannot assert any claims for damages to the contractor; however, the client is not obliged to make the agreed payments for the duration of complete interruption of the service.
Offers submitted by the contractor, security projects and records to fulfil orders, as well as associated drawings, plans and descriptions, are the intellectual property of the contractor and must not be copied or made accessible to third parties without its consent.
The order is legally effective only after it has been placed by the client in writing and has been accepted by the contractor in writing. Any oral side agreements are ineffective and/or require the written form to become effective. Operations – the commencement of services for the connection to alarm transmission systems at the alarm receiving centre of the contractor – start with the establishment of perfect functioning of all systems and facilities in the first alarm exercise (test emergency call). Order confirmation, Special Service Instructions, Service Specification and concrete scope of services, alarm and/or emergency call plan and GTs form integral parts of the respective order between the contracting parties.
In case of content conflicts among said five order components, for placing the order the following items shall be decisive in the given sequence:
The client is liable for the correctness and completeness of the contents of the Special Service Instructions, Service Specification and alarm and/or emergency call plan and has to inform the contractor without delay about any data required to comply with the order.
If the address of the client changes, the contractor is to be immediately informed thereof. Until this declaration has been received by the contractor, documents are considered served if sent to the original address.
Subsequent changes and additions to the order require the written form to enter into force between the contracting parties.
Dhe contract is concluded for the term of 3 years unless agreed otherwise by the contracting parties in writing. Unless one of the contracting parties terminates the contract not later than 3 months prior to expiry of the term of the contract by registered mail, the duration of the contract shall be extended by another year in each case.
The client pays the price for agreed deliveries and services fixed in the confirmation of the order. Control points (data carriers) potentially not serviced during a patrol do not entitle the client to reduce the agreed remuneration.
All costs of alarm operations resulting from instructions given by the client (e.g. police, fire brigade operations, operations of other support workers) are borne entirely by the client.
For services necessary in case of imminent danger as well as additional or changed services urgently ordered by the client for which no prices have been fixed in the original order, the contractor is entitled to receive appropriate remuneration and/or appropriate compensation for additional working hours served, even without prior information about the additional costs.
The contractor is entitled to adjust the remuneration by that percentage and at that time fixed by the independent arbitration commission at the Federal Ministry for Digital and Economic Affairs or by an agency replacing the same.
In case of disputes, the contracting parties agree to be subject to proceedings before the independent arbitration commission at the Federal Ministry for Digital and Economic Affairs.
Accounts are settled at the end of every month.
Invoices are payable within eight days after issue without any deductions.
The client is not entitled to offset any counter claims which were not acknowledged or accepted in writing by the contractor with legal effect.
Several clients as well as all partners of a partnership under civil law are jointly liable to the contractor for all services.
If the client is in delay with its payment obligation, the contractor shall be entitled to withdraw from the contract after futile expiry of an appropriate grace period, however, 8 days at the most.
If insolvency proceedings are instituted on the client’s assets or a bankruptcy application has been denied due to lack of coverage, the contractor shall be entitled to withdraw from the contract with immediate effect without granting a grace period.
In case of a delay in payment, default interest in the amount of 8% above the respective valid base rate is charged, the client being free to capitalise default interest. If court proceedings are instituted due to delays in payment, insolvency, bankruptcy, etc., all claims shall fall due with immediate effect.
In case of a delay in payment, the client is obliged to compensate for the collection costs of Kreditschutzverband von 1870 pursuant to the ordinance passed by the Federal Minister of Economy and Labour on the highest rates of fees to be paid to collection institutions, Federal Law Gazette No. 141/1996, as amended.
Goods supplied by the contractor remain the property of the contractor until payment of all receivables from the delivery (invoiced amount plus any interest and side costs). In case of a delay in payment, the contractor is entitled to seize the goods subject to the retention of title, without withdrawing from the contract thereby. For all returns of goods, the contractor is entitled to charge appropriate transport and manipulation costs.
Complaints directed at the way of performing the service or other irregularities are to be lodged in writing with the contractor without delay to enable the contractor to perform remedies therefor within the shortest delay – one week at the most. If the information fails to be provided in time, no rights arising from such complaints may be asserted.
The contractor is liable for damage caused by the contractor or its subcontractors and its vicarious agents in carrying out the order if and in so far as such damage is covered by a liability insurance based on the “General Terms of Insurance” of liability insurers (AHVB).
The contractor is liable up to EUR 1,450,000.— at the most for each person killed, injured or impaired in his/her health, and/or if several persons were killed, injured or impaired in their health in the same event, as well as for damage caused to third party bodily matters, without taking into account the number of parties harmed, and up to EUR 44,000.—at the most for each event of damage in case of burglary or theft. Damage caused by burglary or theft is only considered as such if reported to the police. In case of damage to property, the contractor is not liable for the value as new but only for the commercial value at the time of the damage event.
The contractor is only liable for gross negligence and intent. The client is obliged to include the contractor as co-insured in the existing property and service interruption insurance policies.
If the contractor takes over other services outside its trade within the framework of the order, e.g. operation of and attendance to technical systems, liability for slight negligence of the contractor and its subcontractors in rendering these services shall also be excluded. The contractor is not liable in any way for third-party claims for damages.
In so far as, at the time of the event of damage, material and operational interruption insurances of the client exist covering the same risk, the same precede the liability of the contractor.
The contractor is authorised to dissolve the contract prematurely in case of rejection or expiry of insurance coverage without complying with any deadline.
The burden of assertion and proof for the fault of the contractor and its subcontractors lies on the client.
The contractor assumes no liability for damage caused by burglary or theft in case of services rendered by the alarm receiving centre and/or alarm tracking.
The contractor is not liable for any damage other than that stated under clause 12.
The claim for liability shall become extinct if, on the one hand, the contractor and security authorities are not informed about the event of damage without delay and, on the other hand, the contractor is not informed about the detailed claim for damages without delay by registered mail.
Further, the damage claim shall become extinct if it is not asserted before the competent court within 3 months after rejection by the contractor or its insurance company.
All consequential damage, e.g. loss of earnings, damage caused by interruption of operations, etc., will not be reimbursed.
Moreover, the contractor is not liable for indirect damage (e.g. loss of income, production downtime, loss of market shares and mere pecuniary loss). The contractor assumes no liability for damage claims of third parties, irrespective of the fact whether these claims of third parties having suffered damage are asserted directly to the contractor or are asserted to the contractor by the client by recourse. All damage relating to war, terror attacks or force majeure are also excluded from liability.
Further, the contractor is not liable for a) the disappearance or destruction of cash, securities, savings and deposit books, and b) for the disappearance of or damage caused to valuables, such as jewellery, gemstones, objects of art, collections, etc., and objects owned by employees of the client, unless the same are explicitly covered by the order and are kept safe according to the principles of insurance law.
The contractor shall not be liable for the consequences of false, belated or omitted alarm transmission if they occur irrespective of the exercise of due diligence. In particular, damage claims due to non-appearance or non-appearance in time of emergency forces to be called, e.g. police, fire brigade or other support workers, asserted to the contractor and its subcontractors and vicarious agents are excluded.
In case of sale, rent or lease of the property covered by the order, the client is obliged to impose rights and obligations arising from this order on its legal successor.
If the client moves or changes its location, the services shall be transferred to the new location to be continued there, considering the changed location conditions.
The client itself must not employ for security purposes the staff provided or used to fulfil contractual obligations by the contractor for the duration of the order and for one year after its expiry. The client will also not let third parties employ such staff during this period to render services for the client.
In case of violations of this clause of the agreement, the client has to pay the 10-fold amount of the last monthly remuneration to the contractor as a contractual penalty.
The client gives its consent and takes note that, pursuant to art. 9, sec. 1, the collective agreement for guards in the guarding trade provides for every employee in security services to be granted paid on-call duty (Anwesenheitsbereitschaft) within the framework of his/her daily working hours to the following extent:
The on-call duty is to be distributed between individual patrols or other work of the respective employee and to be interrupted if needed to fulfil the services ordered.
Further, the client gives its consent and takes note that art. 27, sec. 2 Employee Protection Act (ArbeitnehmerInnenschutzgesetz) obliges the contractor to provide for “appropriate toilets” “near the places of work” in sufficient number. In this context, art. 33 of the Workplaces Ordinance (Arbeitsstättenverordnung) stipulates that the toilets must be easily accessible to employees.
Therefore, the client is to provide “appropriate toilets” for staff used by the contractor. If this is not the case (e.g. for organizational or constructional reasons), the client shall organise a compensation fee for the respective employee’s “going to the toilet”.
Unless otherwise agreed by the contracting parties in writing, the place of performance and venue shall be the competent court in Vienna 1, 1st district.
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