General Terms and Conditions

Non-binding English translation. The German version is legally authoritative — see AGB (DE).

For the sale and delivery of organizational, programming services and rights of use for software products to business customers — recommended by the Austrian Professional Association for Management Consulting and Data Processing, and the Federal Guild of Machinery Trade, Federal Professional Group for Office Machinery Trade.

1. Scope and Validity of the Contract

All orders and agreements are only legally binding if signed in writing and in accordance with company formalities by the Contractor, and are binding only to the extent stated in the order confirmation. The Client's purchasing conditions are hereby excluded for the transaction in question and for the entire business relationship. Offers are generally non-binding.

2. Performance and Testing

2.1. An order may cover:
- Development of organizational concepts
- Global and detailed analyses
- Creation of custom programs
- Delivery of library (standard) programs
- Acquisition of rights of use for software products
- Acquisition of rights of use for works
- Assistance with commissioning (migration support)
- Telephone consulting
- Program maintenance
- Creation of program media
- Other services

2.2. The development of custom organizational concepts and programs is based on the type and scope of the binding information, documents, and resources provided in full by the Client. This also includes practical test data and adequate test opportunities, which the Client shall provide in a timely manner, during normal working hours, and at its own expense. If the Client already works in live operation on equipment provided for testing, responsibility for securing the live data lies with the Client.

2.3. The basis for creating custom programs is the written service description, which the Contractor prepares for a fee based on the documents and information provided, or which the Client provides. This service description must be reviewed by the Client for accuracy and completeness and confirmed with its approval. Change requests arising later may lead to separate scheduling and pricing agreements.

2.4. Individually developed software or program adaptations require program acceptance for the relevant part, at the latest four weeks after delivery, confirmed by the Client in a protocol (verification of accuracy and completeness based on the service description accepted by the Contractor, using the test data referred to in item 2.2). If the Client allows the four-week period to elapse without program acceptance, the delivered software is deemed accepted as of the end of that period. If the Client uses the software in live operation, the software is in any case deemed accepted.

Any defects that arise — i.e. deviations from the written service description — must be reported to the Contractor by the Client with adequate documentation; the Contractor will endeavor to remedy them as quickly as possible. If significant defects reported in writing prevent live operation from starting or continuing, a renewed acceptance is required after the defect has been remedied.

2.5. When ordering library (standard) programs, the Client confirms, by placing the order, that it is aware of the scope of functions of the ordered programs.

2.6. Should it become apparent during the work that execution of the order according to the service description is actually or legally impossible, the Contractor must notify the Client immediately. If the Client does not amend the service description accordingly, or does not create the conditions that make execution possible, the Contractor may refuse to perform. If the impossibility of performance is the result of an omission by the Client or a subsequent change to the service description by the Client, the Contractor is entitled to withdraw from the order. Costs and expenses incurred by the Contractor up to that point, as well as any wind-down costs, must be reimbursed by the Client.

2.7. Shipment of program media, documentation, and service descriptions is at the Client's expense and risk. Training and explanations requested beyond this by the Client will be invoiced separately. Insurance is arranged only upon the Client's request.

3. Prices, Taxes and Fees

3.1. All prices are in euros excluding VAT and apply only to the order at hand. Stated prices are ex the Contractor's place of business. The cost of program media (e.g. USB sticks) and any contract fees will be invoiced separately.

3.2. For library (standard) programs, the list prices valid on the day of delivery apply. For all other services (organizational consulting, programming, training, migration support, telephone consulting, etc.), the labor expended is billed at the rates valid on the day the service is rendered. Deviations from a time estimate underlying the contract price that are not the Contractor's responsibility are billed based on actual time spent.

3.3. Travel, daily, and overnight allowances are invoiced to the Client separately at the applicable rates. Travel time counts as working time.

4. Delivery Date

4.1. The Contractor endeavors to meet the agreed completion dates as precisely as possible.

4.2. Target completion dates can only be met if the Client provides all necessary work and documents in full by the dates specified by the Contractor — in particular the service description it has accepted per item 2.3 — and cooperates to the required extent. Delivery delays and cost increases resulting from incorrect, incomplete, or subsequently changed information or documents are not the Contractor's responsibility and do not constitute default by the Contractor. Resulting additional costs are borne by the Client.

4.3. For orders comprising multiple units or programs, the Contractor is entitled to make partial deliveries or issue partial invoices.

5. Payment

5.1. Invoices issued by the Contractor, including VAT, are payable in full within 14 days of receipt, without deduction and free of charges. The payment terms for the overall order apply analogously to partial invoices.

5.2. For orders comprising multiple units (e.g. programs and/or training, implementation in stages), the Contractor is entitled to invoice after delivery of each individual unit or service.

5.3. Compliance with the agreed payment dates is a material condition for the Contractor's delivery and contract performance. Failure to meet agreed payments entitles the Contractor to suspend ongoing work and withdraw from the contract. All related costs and lost profit are borne by the Client. Default interest at customary banking rates is charged in the event of late payment. Failure to meet two installments entitles the Contractor to declare loss of the payment schedule (Terminverlust).

5.4. The Client is not entitled to withhold payment due to incomplete overall delivery, warranty claims, or complaints.

6. Copyright and Use

6.1. All copyrights in the agreed services (programs, documentation, etc.) belong to the Contractor or its licensors. Upon payment of the agreed fee, the Client receives only the right to use the software exclusively for its own purposes, only on the hardware specified in the contract, and to the extent of the number of licenses acquired for simultaneous use at multiple workstations. This contract grants only a right of use, not ownership. Distribution by the Client is excluded under copyright law. The Client's participation in producing the software confers no rights beyond the use specified in this contract. Any infringement of the Contractor's copyrights gives rise to claims for damages, with full satisfaction owed in such a case.

6.2. The Client is permitted to make copies for archival and backup purposes, provided that the software contains no explicit prohibition by the licensor or third parties, and that all copyright and ownership notices are transferred unchanged to these copies.

6.3. Should disclosure of interfaces be required to achieve interoperability of the software, the Client must commission this from the Contractor against reimbursement of costs. If the Contractor does not comply with this request and decompilation occurs under copyright law, the results may only be used to achieve interoperability. Misuse results in liability for damages.

7. Right of Withdrawal

7.1. If an agreed delivery time is exceeded solely due to fault or unlawful conduct by the Contractor, the Client is entitled to withdraw from the relevant order by registered letter, if the agreed service, in material respects, is still not rendered even within a reasonable grace period, and the Client is not at fault.

7.2. Force majeure, labor disputes, natural disasters, transport blockages, and other circumstances beyond the Contractor's control release the Contractor from its delivery obligation, or entitle it to reschedule the agreed delivery time.

7.3. Cancellations by the Client are only possible with the Contractor's written consent. If the Contractor agrees to a cancellation, it is entitled to charge, in addition to services rendered and costs incurred, a cancellation fee of 30% of the not-yet-invoiced order value of the overall project.

8. Warranty, Maintenance, Changes

8.1. Defect notices are only valid if they concern reproducible defects and are documented in writing within 4 weeks of delivery of the agreed service, or, for custom software, after program acceptance per item 2.4. In the case of a justified defect notice, defects are remedied within a reasonable period, with the Client enabling the Contractor to take all measures necessary for investigation and remediation.

8.2. Corrections and additions that prove necessary before handover of the agreed service, due to organizational or technical defects for which the Contractor is responsible, are carried out by the Contractor free of charge.

8.3. Costs for assistance, fault diagnosis, and troubleshooting for which the Client is responsible, as well as other corrections, changes, and additions, are carried out by the Contractor for a fee. This also applies to remedying defects where program changes, additions, or other interventions have been made by the Contractor itself or by third parties.

8.4. Furthermore, the Contractor assumes no liability for errors, malfunctions, or damage attributable to improper operation, altered operating system components, interfaces and parameters, use of unsuitable organizational tools and storage media (where such are prescribed), abnormal operating conditions, or transport damage.

8.5. For programs subsequently modified by the Client's own programmers or third parties, the Contractor's warranty is voided entirely.

8.6. Where the order concerns modification or extension of existing programs, the warranty relates to the modification or extension. This does not revive the warranty for the original program.

9. Liability

The Contractor is liable for damages only where intent or gross negligence is proven, within the scope of statutory provisions. Liability for slight negligence is excluded.

10. Loyalty

The contracting parties commit to mutual loyalty. During the term of the contract and for 12 months after its termination, neither party will poach or employ, including via third parties, employees of the other party who worked on the realization of the orders. The party in breach is obliged to pay lump-sum damages equal to one year's salary of the employee concerned.

11. Data Protection, Confidentiality

The Contractor obliges its employees to comply with the provisions of the Data Protection Act.

12. Miscellaneous

Should individual provisions of this contract be or become invalid, this shall not affect the remaining content of the contract. The contracting parties shall work together in good faith to find a provision that comes as close as possible to the invalid provisions.

13. Final Provisions

Unless otherwise agreed, the statutory provisions applicable between merchants apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the exclusive local jurisdiction of the competent court at the Contractor's place of business (Vienna) is agreed. For sales to consumers within the meaning of the Austrian Consumer Protection Act, the above provisions apply only to the extent that the Consumer Protection Act does not mandatorily provide otherwise.