1. Scope of the contract and validity

1.1. All orders and agreements are only legally binding if they are signed by the contractor in writing and in accordance with the company name and are only binding to the extent stated in the order confirmation. The client's purchasing conditions are hereby excluded for the legal transaction in question and the entire business relationship. Offers are generally subject to change.

2. Performance and testing

2.1. The subject of an order can be:

- Development of organizational concepts

- Global and detailed analyses

- Creation of individual programs

- Delivery of library (standard) programs

- Acquisition of usage rights for software products

- Acquisition of work permits

- Participation in commissioning (conversion support)

- Telefonic consultancy

- Program maintenance

- Creation of program carriers

- Other services

2.2. The development of individual organizational concepts and programs is carried out according to the type and scope of the binding information, documents and aids fully provided by the client. This also includes practical test data and sufficient testing options, which the client makes available on time, during normal working hours and at his own expense. If the client is already working in real operation on the system provided for testing, the responsibility for securing the real data lies with the client.

2.3. The basis for the creation of individual programs is the written service description, which the contractor prepares for a cost calculation based on the documents and information provided to him or which the client makes available. The client must check this service description for accuracy and completeness and provide it with a note of approval. Requests for changes that arise later can lead to separate appointments and price agreements.

2.4. Individually created software or program adaptations require program acceptance for the relevant program package no later than four weeks after delivery by the client. This is confirmed in a protocol by the client. (Checking for accuracy and completeness based on the service description accepted by the contractor using the test data provided under point 2.2). If the client allows the period of four weeks to pass without acceptance of the program, the delivered software is deemed to have been accepted on the end date of the specified period. If the software is used in real operation by the client, the software is deemed to have been accepted.

Any defects that occur, i.e. deviations from the service description agreed in writing, must be adequately documented and reported by the client to the contractor, who will endeavor to rectify the defect as quickly as possible. If there are significant defects that have been reported in writing, i.e. that real operation cannot be started or continued, a new acceptance test is required after the defect has been corrected.

The client is not entitled to refuse acceptance of software due to insignificant defects.

2.5. When ordering library (standard) programs, the client confirms with the order that they are aware of the scope of services of the ordered programs.

2.6. If, in the course of the work, it turns out that the execution of the order according to the service description is actually or legally impossible, the contractor is obliged to immediately notify the client of this. If the client does not change the service description accordingly or does not create the prerequisite that execution is possible, the contractor can refuse execution. If the impossibility of execution is the result of a failure on the part of the client or a subsequent change to the service description by the client, the contractor is entitled to withdraw from the order. The costs and expenses incurred up to that point for the contractor's work as well as any dismantling costs must be reimbursed by the client.

2.7. Program carriers, documentation and service descriptions are sent at the expense and risk of the client. Any additional training and explanations requested by the client will be invoiced separately. Insurance is only provided at the request of the client.

2.8. We expressly point out that a barrier-free design (of websites) within the meaning of the Federal Act on Equality for People with Disabilities (Federal Disability Equality Act - BGStG) is not included in the offer unless this has been requested separately/individually by the client. If the barrier-free design has not been agreed, the client is responsible for checking the service for admissibility with regard to the Federal Equal Opportunities for Persons with Disabilities Act. The client must also check the content provided by him for legal admissibility, in particular competition, trademark, copyright and administrative law. In the event of slight negligence or after fulfilling any obligation to warn the customer, the contractor is not liable for the legal admissibility of content if it was specified by the customer.

3. Prices, Taxes and Fees

3.1. All prices are in euros without sales tax. They only apply to this order. The prices mentioned are ex the contractor’s place of business. The costs of physical program carriers and any contractual 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, transition support, telephone advice, etc.) the work required will be charged at the rates valid on the day the service is provided. Deviations from the time expenditure underlying the contract price, for which the contractor is not responsible, will be calculated according to the actual amount incurred.

3.3. The costs for travel, daily and overnight allowances will be invoiced to the client separately according to the applicable rates. Travel times are considered working hours.

4. Delivery date

4.1. The contractor endeavors to adhere to the agreed fulfillment (completion) dates as precisely as possible.

4.2. The desired fulfillment dates can only be met if the client completes all necessary work and documents on the dates specified by the contractor, in particular the service description accepted by him in accordance with point 2.3. and fulfills its obligation to cooperate to the extent required.

Delivery delays and cost increases resulting from incorrect, incomplete or subsequently changed details and information or documents provided are not the responsibility of the contractor and cannot lead to the contractor being in default. The client bears the resulting additional costs.

4.3. For orders that include several units or programs, the contractor is entitled to make partial deliveries or issue partial invoices.

5. Payment

5.1. The invoices submitted by the contractor, including sales tax, are payable without any deductions and free of charge no later than 14 days from receipt of the invoice. The payment terms set out for the entire order apply analogously to partial invoices.

5.2. For orders that include several units (e.g. programs and/or training, implementation in partial steps), the contractor is entitled to invoice each individual unit or service after delivery.

5.3. Compliance with the agreed payment dates is an essential condition for the delivery or fulfillment of the contract by the contractor. Failure to comply with the agreed payments entitles the contractor to stop ongoing work and withdraw from the contract. All associated costs and loss of profit must be borne by the client.

In the event of late payment, default interest will be charged at the usual bank rate. If two installments of partial payments are not adhered to, the contractor is entitled to allow the deadline to be lost and to make the acceptances handed over due and payable.

5.4. The client is not entitled to withhold payments due to incomplete delivery, guarantee or warranty claims or complaints.

6. Copyright and Use

6.1. After paying the agreed fee, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable and unlimited right to use the software for the hardware specified in the contract and, to the extent of the number of licenses purchased, for simultaneous use on several workstations to use the work results created on the basis of the contractor's contract for their own internal use. All other rights remain with the contractor.

The client's participation in the production of the software does not result in the acquisition of any rights to the use specified in this contract. Any violation of the contractor's copyrights gives rise to claims for damages, in which case full satisfaction must be paid.

6.2. The client is permitted to make copies for archiving and data backup purposes on the condition that the software does not contain any express prohibition from the licensor or third parties and that all copyright and proprietary notices are transferred unchanged to these copies.

6.3. If it is necessary to disclose the interfaces in order to achieve interoperability of the software in question, the client must instruct this to be done by the contractor against reimbursement of costs. If the contractor does not comply with this requirement and decompiling takes place in accordance with copyright law, the results must only be used to establish interoperability. Misuse will result in compensation.

6.4. If the client is provided with software whose license holder is a third party (e.g. standard software from Microsoft), the granting of the right of use is based on the license terms of the license holder (manufacturer).

7. Right of withdrawal

7.1. In the event that an agreed delivery time is exceeded due to the sole fault or unlawful actions of the contractor, the client is entitled to withdraw from the order in question by means of a registered letter, even if the agreed service is not provided in essential parts within the appropriate grace period and the client is not at fault for this meets.

7.2. Force majeure, labor disputes, natural disasters and transport blockages as well as other circumstances that are beyond the contractor's control release the contractor from the delivery obligation or allow him to redetermine the agreed delivery time.

7.3. Cancellations by the client are only possible with the written consent of the contractor. If the contractor agrees to a cancellation, he has the right to charge a cancellation fee of 30% of the unbilled order value of the entire project in addition to the services provided and costs incurred.

8. Warranty, maintenance, changes

8.1. The contractor guarantees that the software fulfills the functions described in the associated documentation, provided that the software is used on the operating system described in the contract.

• The prerequisite for troubleshooting is that:

• the client adequately describes the error in an error message and this can be determined by the contractor;
• the client provides the contractor with all documents necessary to eliminate the error;
• the client or a third party attributable to him has not made any interventions in the software;
• the software is operated under the intended operating conditions in accordance with the documentation.
  • In the event of a warranty, improvement has priority over price reduction or cancellation. If the complaint is justified, the defects will be remedied within a reasonable period of time, with the client enabling the contractor to take all measures necessary to investigate and correct the defects.

The presumption of defects in accordance with Section 924 ABGB is excluded.

8.2.3 Corrections and additions that prove necessary before handover of the agreed service due to organizational and programmatic deficiencies for which the contractor is responsible will be carried out by the contractor free of charge.

8.3. Costs for assistance, misdiagnosis and elimination of errors and faults for which the client is responsible as well as other corrections, changes and additions will be carried out by the contractor against payment. This also applies to the correction of defects if program changes, additions or other interventions have been made by the client himself or by a third party.

8.4. Furthermore, the contractor assumes no liability for errors, malfunctions or damage caused by improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational devices and data carriers, if such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) as well as Damage caused by transport.

8.5. The contractor does not provide any warranty for programs that are subsequently changed by the client's own programmers or third parties.

8.6. If the subject of the order is the change or addition to existing programs, the warranty refers to the change or addition. This does not revoke the warranty for the original program.

8.7. Warranty claims expire six (6) months after delivery.

9. Liability

9.1. The contractor is only liable to the client for damages for which he can be proven to be responsible in the event of gross negligence. This also applies mutatis mutandis to damages that are attributable to third parties called in by the contractor. In the event of culpable personal injury, the contractor has unlimited liability.

• Liability for indirect damages - such as lost profits, costs associated with a business interruption, loss of data or claims from third parties - is expressly excluded.

• Claims for damages become statute-barred in accordance with the statutory provisions, but at the latest one year from the date of knowledge of the damage and the person causing the damage.

9.4. If the contractor performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. In this case, the client will give priority to these third parties.

9.5. If data backup is expressly agreed as a service, liability for the loss of data is not excluded, contrary to point 9.2, but for the restoration of the data is limited to a maximum of EUR 10% of the order amount per case of damage, but a maximum of EUR 12,000. Warranty and damage claims by the client other than those stated in this contract - regardless of the legal basis - are excluded.

10. Loyalty

10.1. The contractual partners commit themselves to mutual loyalty. You will refrain from any solicitation or employment, including through third parties, of employees who worked on the realization of the orders from the other contractual partner during the duration of the contract and 12 months after termination of the contract. The contractual partner who violates this is obliged to pay flat-rate compensation amounting to one year's salary of the employee.

11. Confidentiality

11.1. The contractor obliges his employees to comply with the provisions in accordance with Section 6 of the Data Protection Act.

12. Miscellaneous

12.1 Should individual provisions of this contract be or become invalid, this will not affect the remaining content of this contract. The contractual partners will work together in partnership to find a regulation that comes as close as possible to the invalid provisions.

13. Final provisions

13.1 Unless otherwise agreed, the legal provisions applicable between entrepreneurs apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the local jurisdiction of the competent court for the contractor's place of business applies exclusively. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions only apply to the extent that the Consumer Protection Act does not necessarily provide for other provisions.

13.2 Mediation clause

In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties mutually agree to call in registered mediators (ZivMediatG) with a focus on business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of business mediators or on the content, legal action will not be taken until at least one month after the negotiations fail.

If mediation does not take place or is broken off, Austrian law will apply in any legal proceedings that may be initiated. All necessary expenses incurred as a result of a previous mediation, in particular those for a legal advisor engaged, can be claimed as “pre-litigation costs” in court or arbitration proceedings as agreed.