Terms & Conditions

1.1. These General Terms and Conditions form an integral part of the offer addressed to the customer. Upon acceptance of the offer, these General Terms and Conditions are deemed to have been validly agreed.

1.2. Our contractual partner agrees that, if it uses its own general terms and conditions, our terms shall prevail in case of doubt, even if the contractual partner’s terms are not objected to.

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

1.4. Acts of performance on our part shall not be deemed consent to contractual terms that deviate from our terms.

1.5. Should any ambiguities nevertheless remain in the interpretation of the contract, they shall be resolved in such a way that the terms customarily agreed in comparable cases are deemed to have been agreed.

1.6. For ease of reading, gender-specific terms are not used. This is expressly without any discriminatory intent. All genders are addressed equally.

2.1. The subject matter of an order may be:
• Drawing up organisational concepts
• Creating and providing IT concepts
• Creating and providing custom software
• Acquiring rights of use for software products

• Acquiring non-exclusive licences of use
• Assistance with commissioning (migration support)
• Telephone consultation
• Operation / hosting and maintenance of software
• Other services

2.2. Individual organisational concepts and programs are drawn up according to the nature and scope of the binding information, documents and resources provided in full by the client. These also include realistic test data and sufficient testing facilities, which the client provides in good time, during normal working hours and at its own expense. If the client is already working in live operation on the system provided for testing, the client is responsible for backing up the live data.

2.3. Custom software is developed on the basis of the written specification, which the contractor draws up for a fee on the basis of the documents and information provided to it, or which the client provides. The client must check this specification for accuracy and completeness and mark it with its approval. Change requests made at a later stage may lead to separate agreements on schedules and prices.

2.4. When ordering library (standard) software, the client confirms by placing the order that it is aware of the scope of services of the software ordered.

2.5. Documentation and specifications are shipped at the client’s expense and risk. Any further training and explanations requested by the client are invoiced separately. Insurance is only taken out at the client’s request.

2.6. The contractor is released from all obligations under this contract if changes are made to the software programs covered by the contract by the client’s employees or third parties without the contractor’s prior consent, or if the software programs are not used for their intended purpose.

2.7. In case of doubt, this business relationship shall be deemed to be a service contract within the meaning of § 1151(1), first half-sentence, of the Austrian Civil Code (ABGB).

3.1. Individually developed software or program adaptations require acceptance by the client for the program package concerned. Unless otherwise agreed, acceptance must take place no later than four weeks after handover and be confirmed by the client in a written record. Accuracy and completeness are checked against the specification accepted by the contractor. If the client allows the four-week period to pass without acceptance, the software delivered is deemed accepted on the last day of that period. If the client uses the software in live operation, the software is in any event deemed accepted.

3.2. Any defects that arise must be reported to the Contractor in sufficient detail and documentation. Defects are deviations from the performance specifications agreed in writing. In such cases, the Contractor will endeavor to remedy the defects as quickly as possible.
If the Client reports three material defects in writing, a renewed acceptance in accordance with Section 3.1 shall be required after the defects have been remedied.
A material defect exists if live operation cannot be commenced or continued. The Client shall not be entitled to refuse acceptance of the software due to minor defects.

4.1. In the interest of efficient project work, it is necessary to make use of available experience, studies and data. From the contractor’s point of view, it is therefore a prerequisite that all relevant documents, information and data available to the clients are made available to the contractor free of charge and at short notice.

4.2. The client and the contractor each appoint a responsible contact person. All technical and organisational matters are settled between the persons appointed. On the contractor’s side, the project managers will take on this role.

4.3. The client agrees that the contractor may cite the result of the project, the fact of the collaboration and key project details relating to it (e.g. project duration) as a reference. This includes in particular communicating this reference information on the contractor’s online channels. This right also continues beyond the duration of the business relationship.

5.1. Unless different terms of payment have been agreed in writing, invoices must be paid no later than 14 days after the invoice date. Payment is only deemed to have been made on time if the amount has been received by, or credited to our account on, the due date.

5.2. If no justified objection to our invoice is raised in writing within two weeks, it is in any event deemed approved.

5.3. Even if the client’s late payment is through no fault of its own, we are entitled to charge default interest of 10% per annum above the base rate; this does not affect claims for compensation of proven higher interest.

5.4. All prices quoted are exclusive of statutory VAT.

6.1. In the event that the agreed performance date is exceeded due solely to the Contractor’s fault or unlawful conduct, the Client shall be entitled to withdraw from the respective order by registered letter if the agreed performance has not been rendered in substantial parts even within a reasonable grace period and the Client is not responsible for the delay.

6.2. Should it become apparent in the course of the work that carrying out the order in accordance with the specification is factually or legally impossible, the contractor is obliged to notify the client of this immediately. If the client does not amend the specification accordingly or create the conditions that make it possible to carry out the order, the contractor may refuse to carry it out. If the impossibility of carrying out the order results from an omission by the client or a subsequent change to the specification by the client, the contractor is entitled to withdraw from the order. The costs and expenses incurred for the contractor’s work up to that point must be reimbursed by the client.

6.3. Force majeure, industrial disputes, natural disasters and transport blockades, errors in third-party and open-source components, and other circumstances beyond the contractor’s control release the contractor from its obligation to deliver or allow it to set a new agreed delivery time.

6.4. 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 the services rendered and costs incurred, a cancellation fee of 30% of the order value of the overall project not yet invoiced.

7.1. The contractor warrants that the software performs the functions described in the accompanying documentation, provided that the software is used on the operating system described in the contract.

7.2. Errors will only be rectified provided that
• the client describes the error sufficiently in an error report and the contractor is able to identify it, and
• the client provides the contractor with all documents required to rectify the error, and
• neither the client nor any third party attributable to it has interfered with the software, and
• the software is operated under the intended operating conditions in accordance with the documentation.

7.3. In the case of warranty claims, rectification shall in any event take precedence over price reduction or rescission. If a complaint about defects is justified, the defects will be remedied within a reasonable period, with the client enabling the contractor to take all measures necessary to examine and remedy the defects.

The presumption of defectiveness under § 924 of the Austrian Civil Code (ABGB) is excluded.

7.4. Corrections and additions that prove necessary up to the handover of the agreed service due to organisational and programming defects for which the contractor is responsible will be carried out by the contractor free of charge.

7.5. Assistance, error diagnosis and the rectification of errors and faults for which the client is responsible, as well as any other corrections, changes and additions, will be carried out by the contractor for a fee. This also applies to the remedying of defects if program changes, additions or other interventions have been made by the client itself or by third parties.

7.6. Furthermore, the contractor gives no warranty for errors, faults or damage attributable to improper operation, modified operating system components, third-party or open-source components, interfaces and parameters, the use of unsuitable organisational resources and data carriers, where such are prescribed, abnormal operating conditions (in particular deviations from the installation conditions) or damage in transit.

7.7. Any warranty by the contractor is void for programs that are subsequently modified by the client’s own programmers or by third parties.

7.8. Where the subject matter of the contract consists of the modification or extension of existing software, the warranty relates to the modification or extension. This does not revive the warranty for the original software.

7.9. Warranty claims become time-barred six months after handover.

8.1. All copyrights in the agreed services (programs, documentation, etc.) belong to the contractor or its licensors. Under this contract, the client acquires only a non-exclusive licence of use. The exclusive right to use works created by the contractor remains with the contractor in all cases. The licence of use is limited to the right to use the software, after payment of the agreed fee, exclusively for the client’s own purposes, only on the hardware specified in the contract and only to the extent of the number of licences acquired for simultaneous use at several workstations.

8.2. Distribution by the client is excluded under the Austrian Copyright Act. The client’s involvement in producing the software does not confer any rights beyond the use specified in this contract.

8.3. If the client is provided with software whose licence holder is a third party (e.g. standard software from Microsoft), the granting of the right of use is governed by the licence terms of the licence holder (manufacturer).

8.4 The Client is permitted to make copies for archival and backup purposes, provided that the software does not contain an explicit prohibition by the licensor or any third party, and that all copyright and ownership notices are reproduced unchanged on such copies.

8.5. Should disclosure of the interfaces be necessary to achieve interoperability of the software in question, the client must request this from the contractor against reimbursement of costs. If the contractor does not comply with this request and decompilation takes place in accordance with the Austrian Copyright Act, the results may be used solely to achieve interoperability. Misuse gives rise to claims for damages.

8.6. The contractor’s logo, author designation and copyright notice may only be used within the scope of the collaboration with express written consent.

8.7. Any infringement of the contractor’s copyrights gives rise to claims for damages, in which case full compensation must be paid.

8.8. Should a third party raise a complaint against the client on the grounds of a copyright infringement for which the contractor is – potentially – responsible, the client will inform the contractor of this immediately. Any further action must be agreed with the contractor; otherwise all liability and recourse claims against the contractor lapse.

9.1. The client undertakes to the contractor to treat as such all trade secrets disclosed to it by the other party in connection with this contract and its performance, and not to make them accessible to third parties, unless they
• are generally known, or
• were already known to the recipient beforehand without an obligation of confidentiality, or
• are communicated or passed on to the recipient by a third party without an obligation of confidentiality, or
• have demonstrably been developed independently by the recipient, or
• must be disclosed on the basis of a final decision of an authority or court.

9.2. Subcontractors associated with the contractor are not deemed third parties insofar as they are subject to a confidentiality obligation corresponding in content to this clause.

9.3. The contractor obliges its employees to comply with the provisions of § 6 of the Austrian Data Protection Act (DSG) as amended.

9.4. The contracting parties undertake to act with mutual loyalty. During the term of the contract and for a period of 12 months following its termination, they shall refrain from soliciting or employing, either directly or through third parties, employees of the other contracting party who have worked on the implementation of the orders.
The contracting party in breach of this obligation shall be required to pay liquidated damages in the amount of twice the employee’s annual salary.

10.1. Services necessitated by changes to the operating system or hardware and/or by changes to mutually program-dependent software programs and interfaces not covered by the contract.

10.2. Individual software adaptations or new programming.

10.3. Program changes due to changes in legal regulations if they require a change to the program logic.

10.4. Unless expressly agreed otherwise, the source code, documentation of the source code and a user manual are not owed.

10.5. An accessible design in accordance with the Austrian Federal Disability Equality Act (BGStG). This can be agreed separately. If an accessible design has not been agreed, it is the client’s responsibility to check that the service is permissible under the BGStG.

10.6. The rectification of errors caused by the client or by third parties.

10.7. Losses or damage arising directly or indirectly from acts or omissions in the course of operation by the client or user.

11.1. Unless otherwise agreed, the agreement and the business relationship in question are governed exclusively by Austrian law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and any other conflict-of-laws rules are excluded. This also applies if the order is carried out abroad.

11.2. For any disputes, the court in Salzburg having subject-matter jurisdiction is agreed to have exclusive local jurisdiction.