1. Scope and Validity of the Contract
1.1. All orders and agreements are only legally binding if they are signed in writing and in accordance with the company by the contractor and only commit to the extent specified in the order confirmation. Purchasing conditions of the client are hereby excluded for the respective legal transaction and the entire business relationship. Offers are generally non-binding.
2. Performance and Inspection
2.1. The subject of an order may include: – 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 usage permits – Participation in commissioning (conversion support) – Telephone consultation – Program maintenance – Production of program carriers – Other services
2.2. The development of individual organizational concepts and programs is based on the type and scope of the binding information, documents, and tools provided in full by the client. This includes practical test data and test opportunities in sufficient quantity, which the client provides in a timely manner, during regular working hours and at their own expense. If the client is already working in real operation on the system made available for testing, the responsibility for securing real data lies with the client.
2.3. The basis for the creation of individual programs is the written performance description, which the contractor elaborates on the basis of the documents and information provided to him or which the client provides. This performance description is to be checked for correctness and completeness by the client and marked with their approval. Subsequent change requests may lead to separate agreements on deadlines and prices.
2.4. Individually created software or program adaptations require program acceptance for the respective program package within four weeks of delivery by the contractor at the latest. This is confirmed in a protocol by the client. (Examination for correctness and completeness based on the performance description accepted by the contractor using the test data provided under point 2.2.). If the client allows the four-week period to pass without program acceptance, the delivered software is deemed accepted with the end date of the specified period. In the event of the client using the software in real operation, the software is in any case considered accepted. If significant defects, i.e., deviations from the agreed performance description, are reported in writing, the contractor makes every effort to rectify them as quickly as possible. In the case of written reports of significant defects, i.e., those that prevent real operation from commencing or continuing, a new acceptance is required after rectification. The client is not entitled to reject software acceptance due to minor defects.
2.5. When ordering library (standard) programs, the client confirms knowledge of the scope of services of the ordered programs with the order.
2.6. Should it be determined in the course of the work that the execution of the order is actually or legally impossible in accordance with the performance description, the contractor is obliged to immediately notify the client of this. If the client does not change the performance description accordingly or create the conditions for execution, the contractor may refuse to perform the task. If the impossibility of execution is the result of negligence on the part of the client or a subsequent change in the performance description by the client, the contractor is entitled to withdraw from the contract. The client is required to reimburse the contractor for the costs and expenses incurred up to that point for the contractor’s activities, as well as any dismantling costs.
2.7. Shipping of program carriers, documentation, and performance descriptions is at the expense and risk of the client. In addition, training and explanations requested by the client will be invoiced separately. Insurance is only provided at the client’s request.
2.8. We expressly point out that barrier-free design (of websites) in the sense of the Federal Act on the Equal Treatment of Persons with Disabilities (Federal Disability Equality Act – BGStG) is not included in the offer, unless it has been specifically/individually requested by the client. If barrier-free design has not been agreed upon, the client is responsible for checking the performance for its compliance with the Federal Disability Equality Act. Likewise, the client must check the legal, in particular competition, trademark, copyright, and administrative law, admissibility of content provided by them. The contractor is not liable for the legal admissibility of content if it was specified by the customer in the event of slight negligence or after fulfilling any warning obligations towards the customer.
3. Prices, Taxes, and Fees
3.1. All prices are in euros and exclude value-added tax. They apply only to the current order. The prices mentioned apply from the contractor’s place of business or branch office. The costs of program carriers as well as any contract fees are invoiced separately.
3.2. For library (standard) programs, the valid list prices on the day of delivery apply. For all other services (organizational consulting, programming, training, conversion support, telephone consultation, etc.), the working time will be billed at the rates valid on the day of service provision. Deviations from the time required underlying the contract price, which are not the responsibility of the contractor, will be charged based on actual costs.
3.3. The costs for travel, daily and overnight allowances, will be invoiced separately to the client at the currently valid rates. Travel time is considered working time.
4. Delivery Date
4.1. The contractor strives to adhere to the agreed delivery (completion) dates as accurately as possible.
4.2. The target delivery dates can only be met if the client provides all necessary work and documents at the dates specified by the contractor, especially the performance description accepted by the client as per point 2.3. and fulfills their cooperation obligations to the necessary extent. Delivery delays and cost increases resulting from incorrect, incomplete, or subsequently changed information and documents or provided materials are not the responsibility of the contractor and cannot lead to the contractor’s default. The additional costs incurred as a result are borne by the client.
4.3. For orders that comprise multiple units or programs, the contractor is entitled to make partial deliveries or issue partial invoices.
5.1. Invoices issued by the contractor, including value-added tax, must be paid in full without any deductions or charges within 14 days of receiving the invoice. Payment for partial invoices follows the payment terms specified for the entire order.
5.2. For orders comprising multiple units (e.g., software and/or training, deliveries in stages), the contractor is authorized to issue invoices after the delivery of each individual unit or service.
5.3. Adherence to the agreed-upon payment deadlines is a critical condition for the execution of delivery or contract fulfillment by the contractor. Failure to meet the agreed payments entitles the contractor to suspend ongoing work and withdraw from the contract. All associated costs and loss of profit will be borne by the client. In case of payment default, default interest will be calculated at the standard bank rate. If two installments in partial payments are not honored, the contractor is entitled to declare a default and make any accepted bills payable.
5.4. The client is not entitled to withhold payments due to incomplete overall delivery, warranty claims, or complaints.
6. Copyright and Use
6.1. The contractor grants the client a non-exclusive, non-transferable, non-sub licensable, and perpetual right to use the software for the specified hardware and to the extent of the acquired number of licenses for simultaneous use on multiple workstations upon payment of the agreed-upon fee. All other rights remain with the contractor. The client’s involvement in the software’s creation does not confer any rights beyond the usage specified in this contract. Any violation of the contractor’s copyrights results in a claim for damages, and full compensation is required in such a case.
6.2. The client is permitted to make copies for archival and data backup purposes, provided that there is no explicit prohibition of the licensor or third parties in the software, and that all copyright and ownership notices are carried unchanged in these copies.
6.3. If the creation of interoperability of the software in question requires the disclosure of interfaces, the client shall instruct the contractor to do so against payment. If the contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results may only be used to establish interoperability. Misuse results in compensation for damages.
6.4. If the client is provided with software for which a third party is the copyright holder (e.g., standard software from Microsoft), the grant of usage rights is subject to the licensing terms of the copyright holder (manufacturer).
7. Right of Withdrawal
7.1. In the event of exceeding an agreed delivery time due solely to the fault or unlawful actions of the contractor, the client is entitled to withdraw from the respective contract by means of a registered letter if, even within a reasonable grace period, the agreed-upon service is not substantially provided, and the client is not at fault for this.
7.2. Force majeure, labor disputes, natural disasters, transport blockades, as well as other circumstances beyond the control of the contractor, exempt the contractor from the obligation to deliver or permit a redefinition of 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, the contractor has the right to charge a cancellation fee in the amount of 30% of the unprocessed contract value of the total project in addition to the services rendered and accrued costs.
8. Warranty, Maintenance, Changes
8.1. The contractor warrants that the software fulfills the functions described in the accompanying documentation, provided the software is used on the operating system described in the contract.
8.2. A prerequisite for rectification is that the client sufficiently describes the error in an error report, which must be determinable for the contractor; the client provides all documents required for rectification to the contractor; the client or a third party attributable to the client has not made any changes to the software; and the software is operated under the designated operating conditions according to the documentation.
8.3. In the case of warranty claims, improvement takes precedence over price reduction or rescission. In the event of justified complaints, defects will be rectified within a reasonable period, with the client providing all necessary measures for investigation and rectification. The presumption of defects according to § 924 ABGB is excluded.
8.4. Corrections and additions that prove necessary up to the handover of the agreed-upon service due to organizational and programmatic defects attributable to the contractor will be carried out free of charge by the contractor.
8.5. Costs for assistance, incorrect diagnosis, as well as error and fault rectification, which are attributable to the client, as well as other corrections, changes, and additions, will be carried out by the contractor for a fee. This also applies to the rectification of defects if program changes, additions, or other interventions have been made by the client or a third party.
8.6. Furthermore, the contractor assumes no liability for errors, malfunctions, or damages that are attributable to improper operation, altered operating system components, interfaces, and parameters, the use of unsuitable organizational means and data carriers, provided such are prescribed, abnormal operating conditions (especially deviations from the installation and storage conditions), as well as transport damage.
8.7. The contractor assumes no liability for programs that have been subsequently altered by the client’s own programmers or third parties.
8.8. If the subject of the order is the modification or addition to existing programs, the warranty applies to the modification or addition. Warranty for the original program is not revived by this.
8.9. Warranty claims expire six (6) months after handover.
9.1. The contractor is liable to the client for demonstrably caused damages only in the case of gross negligence. This also applies by analogy to damages caused by third parties engaged by the contractor. In the case of proven personal injury, the contractor is liable without limitation.
9.2. Liability for indirect damages – such as lost profits, costs associated with business interruption, data loss, or claims by third parties – is expressly excluded.
9.3. Claims for damages expire according to statutory regulations but no later than one year from the date when the client becomes aware of the damage and the damaging party.
9.4. If the contractor provides the service with the involvement of third parties and in this context warranty and/or liability claims arise against these third parties, the contractor assigns these claims to the client. In this case, the client will primarily approach these third parties.
9.5. If data backup is expressly agreed as a service, liability for data loss is not excluded, but is limited to a maximum of EUR 10% of the contract amount per damage event, but no more than EUR 15,000. Any further warranty and compensation claims by the client – regardless of their legal basis – are excluded.
10.1. The contracting parties commit to mutual loyalty. They will refrain from soliciting and employing, including through third parties, employees who have worked on the realization of the contracts of the other contracting party during the term of the contract and for 12 months after termination of the contract. In the event of a violation of this provision, the offending contracting party is obliged to pay a lump-sum compensation in the amount of one year’s salary of the employee.
11. Data Protection, Confidentiality
11.1. The contractor commits its employees to comply with the provisions of Section 15 of the Data Protection Act.
11.2. A detailed statement regarding information obligations (data protection declaration) can be found on our website.
12. Supplements for Cloud Solutions
In this section, specific conditions and supplements for Cloud solutions are defined:
12.1. The contractor offers Cloud services as part of its service offering. The provision and use of these services are subject to the conditions specified in this contract, as well as the specific usage policies and Service Level Agreements (SLAs) applicable to each Cloud service.
12.2. The contractor reserves the right to update or modify the Cloud services offered and their functionalities at its discretion. The customer will be notified of significant changes to the Cloud services.
12.3. The contractor undertakes to take reasonable security measures to protect the customer’s data in the Cloud from unauthorized access or loss. The exact scope of security measures is defined in the contractor’s data protection and security policies.
12.4. The customer is responsible for ensuring that the data uploaded by them to the Cloud complies with applicable data protection regulations and policies. The contractor is not liable for violations of data protection regulations by the customer.
12.5. The contractor aims to ensure high availability of the Cloud services. However, downtime may occur due to scheduled maintenance or unforeseen technical issues. The contractor will make an effort to inform the customer in advance of planned maintenance.
12.6. The contractor’s liability for damages or losses related to the use of Cloud services is limited to gross negligence or willful misconduct unless otherwise prescribed by mandatory legal provisions.
12.7. The fees for using Cloud services are to be paid in accordance with the terms and conditions specified in the order confirmation or service agreement. This may include monthly, yearly, or other agreed billing arrangements.
12.8. Additional charges may apply for the use of resources, storage space, or bandwidth in Cloud services. These will be invoiced to the customer when incurred.
12.9. Changes or expansions of the Cloud services can be made by mutual agreement between the parties. Such changes should be documented in writing.
12.10. Termination of Cloud services is governed by the termination conditions specified in this contract. In the event of termination, customer data will be transferred or deleted in accordance with the agreed guidelines.
12.11. The contractor’s liability for damages or losses related to the use of Cloud services is limited to gross negligence or willful misconduct unless otherwise prescribed by mandatory legal provisions.
12.12. The contractor guarantees that the Cloud services will be provided in accordance with the agreed SLAs. In case of disruptions or deficiencies, the contractor will make every effort to rectify them.
12.13. The contractor ensures that the Cloud services are provided in accordance with the agreed SLAs. In case of disruptions or deficiencies, the contractor will make every effort to rectify them.
12.14. This contract and any disputes arising from or in connection with it are subject to Austrian law, even if the Cloud services are used abroad. The place of performance of the contract is A-4861 Schörfling. For any disputes, only the court with jurisdiction at the place of performance is agreed.
12.15. This contract and any disputes arising from or in connection with it are subject to Austrian law, even if the Cloud services are used abroad. The place of performance of the contract is A-4861 Schörfling. For any disputes, only the court with jurisdiction at the place of performance is agreed.
13.1. If individual provisions of this contract are or become ineffective, this shall not affect the remaining content of this contract. The contracting parties will cooperate in a spirit of partnership to find a solution that comes as close as possible to the ineffective provisions.
14. Final Provisions / Applicable Law / Place of Performance / Jurisdiction
14.1. Unless otherwise agreed, the statutory provisions applicable to merchants shall apply exclusively under Austrian law, even if the order is carried out abroad. The place of performance of the contract is A-4861 Schörfling. For any disputes, only the court with jurisdiction at the place of performance is agreed.
14.2. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions apply only to the extent that the Consumer Protection Act does not mandatorily prescribe other provisions.