General Terms and Conditions

1. Scope of Contract and Applicability

The scope and validity of the contract are determined by written agreements that must be signed by the contractor in accordance with company policies. These agreements are binding only if they reflect the scope in the order confirmation. Purchasing conditions of the client are not applicable to this transaction and the entire business relationship. Offers are fundamentally non-binding.

2. Scope of Service & Inspection

2.1 Our services may include, among others:

Conducting comprehensive detailed analyses Implementation of custom programs & web services Acquisition of usage rights to software products Support during commissioning Maintenance of programs & systems Telephone consultation Other services

2.2 Basis for the Development of Custom Programs & Web Services

The development of web services and tailored programs is based on comprehensive information, documents, and resources provided by the client. This includes practice-oriented test data as well as sufficient testing opportunities that must be provided in a timely manner and at the client’s expense. If the client is already working with the provided information in actual operation, it is their responsibility to adequately secure this data.

2.3 Individual Program Realization

The creation of individual programs is based on a written performance description, which is elaborated by the contractor based on the provided documents. This description must be reviewed and approved for accuracy and completeness by the client. Subsequent change requests may lead to separate agreements. Individually created software or modifications require program acceptance within four weeks after delivery by the contractor. Acceptance is confirmed by the client and serves to verify accuracy and completeness according to the agreed performance description. If the client does not carry out acceptance within this period, the software is deemed accepted. Deficiencies must be sufficiently documented by the client and reported to the contractor. The client is not entitled to reject acceptance due to minor defects.

2.4 Unexpected Obstacles and Courses of Action

If it becomes apparent during the course of work that the implementation of the order according to the agreed performance description is either actually or legally not possible, it is the contractor’s obligation to promptly inform the client. If the client does not adjust the performance description accordingly or create the necessary conditions to enable implementation, the contractor reserves the right to refuse execution. If the impossibility of implementation is attributable to negligence or subsequent changes on the part of the client, the contractor is entitled to withdraw from the contract. In such a case, the client shall bear the costs incurred up to that point, expenses, as well as any dismantling costs.

3. Prices & Payment

3.1 Price Indications and Conditions

Indicated prices are in Euro and are stated excluding value-added tax and are valid only for the current order. They apply from the business premises or location of the contractor. The costs for web hosting and infrastructure are billed separately, as are any contract fees.

3.2 Design & Billing

For custom programs and web services, the contractually agreed prices valid on the day of delivery apply. For all other services such as consultation, programming, training, conversion support, and telephone consultation, the labor costs are invoiced at the rates valid on the day of service provision. Deviations from the time required underlying the contract price, which are not attributable to the contractor, are charged based on the actual incurred time. If relevant to the order, the costs for travel, daily and overnight allowances are invoiced separately to the client according to the respective valid rates. Travel time is considered working time.

3.3 Payment Terms

The contractor’s invoices, including value-added tax, must be paid within 14 days of receipt of the invoice without deduction and free of charge. The agreed payment terms for the entire order also apply to partial invoices accordingly.

3.4 Partial Payments & Default in Payment

For orders consisting of multiple units (e.g., programs with implementation in stages), the contractor may issue a separate invoice after delivery of each individual unit or service. Timely payment is an essential condition for the execution of delivery or contract fulfillment by the contractor. If the agreed payments are not met, the contractor reserves the right to suspend ongoing work and withdraw from the contract. The client bears all associated costs and lost profits. In case of default in payment, default interest is charged at the usual rate. If two installments for partial payments are not met, the contractor can claim termination and demand due acceptances.

3.5 Client’s Rights

The client is not entitled to withhold payments due to incomplete overall delivery, warranty claims, or objections.

4. Performance Fulfillment

4.1 Deadline Fulfillment and Obligations to Cooperate

The contractor endeavors to adhere to the agreed performance (completion) deadlines as precisely as possible. However, fulfillment deadlines can only be met if the client timely provides all necessary work and documents according to the accepted performance description (Point 2.2.) and fulfills their obligations to cooperate.

4.2 Partial Deliveries and Partial Invoices

For orders comprising multiple units or programs, the contractor reserves the right to make partial deliveries or issue partial invoices.

5. Copyright

5.1 Usage

The contractor and its licensors retain all copyrights to the agreed services (programs, documentation, etc.). The client only receives the right to use the software exclusively for their own purposes upon payment of the agreed fee. This use is limited to the hardware specified in the contract and the acquired number of licenses for simultaneous use on multiple workstations.

5.2 Restrictions and Duties

The contract grants only a right to use the work. Redistribution by the client is not permitted according to copyright law. The client’s involvement in the software production does not grant them additional rights beyond those specified in the contract. Any infringement of the contractor’s copyrights leads to claims for damages, with full compensation to be provided.

5.3 Copies & Interoperability

The client may make copies of the software for archival and backup purposes, provided there are no explicit prohibitions from the licensor or third parties, and all copyright and ownership notices remain unchanged in these copies.

If the disclosure of interfaces for interoperability is required, the client must commission the contractor to do so against cost reimbursement. If the contractor does not comply with this requirement and decompilation is carried out in accordance with copyright law, the results may only be used for the purpose of interoperability. Abuse leads to damages.

5.4 Use and Marketing

The contractor reserves the right to include projects, services, and services implemented for the client for marketing purposes in its portfolio and to advertise them on its website and in marketing materials in its own interest. Marketing may take the form of logos, brand names, references, or other appropriate means.

6. Right of Withdrawal

6.1 Delay in Delivery Time

In case of a delay in the agreed delivery time due solely to the fault or unlawful actions of the contractor, the client has the right to withdraw from the contract by registered mail if the agreed performance is not substantially provided within a reasonable grace period and the client is not at fault. Force majeure events, labor disputes, natural disasters, transport blockades, or other circumstances beyond the contractor’s control release them from the delivery obligation or entitle them to reset the agreed delivery time.

6.2 Order Cancellation

Cancellation by the client requires the written consent of the contractor. If the contractor agrees to a cancellation, they reserve the right to charge, in addition to the services provided and costs incurred, a cancellation fee equal to 50% of the unearned contract value of the total project.

7. Warranty & Liability

7.1 Validity & Handling

Defect notifications are effective if they concern reproducible defects and are documented in writing within four weeks of receipt of the agreed-upon service or, for custom software, after program acceptance according to Point 2.3. In the event of a warranty claim, the rectification of defects always takes precedence over price reduction or rescission. In the case of justified defect notifications, defects will be rectified within a reasonable period, with the client enabling the contractor to take all necessary measures to investigate and remedy the defects. The presumption of defectiveness according to § 924 ABGB is expressly excluded.

7.2 Corrections and Additions before Handover

Free corrections and additions attributable to organizational or programmatic defects and attributable to the contractor are carried out until the service is handed over.

7.3 Costs and Warranty for Various Scenarios

Fee-based services, including assistance, misdiagnosis, and error correction, attributable to the client’s fault, are provided by the contractor for a fee. This also applies to defects arising from program changes made by the client or third parties.

7.4 Warranty Exclusions

The contractor is not liable for errors or damages resulting from improper operation, modified operating system components, abnormal operating conditions, or transport damage.

Programs modified subsequently by the client or third parties are not covered by warranty by the contractor. In the case of modifications or additions to existing programs, warranty applies exclusively to the adjustments made, without renewing the warranty for the original program.

7.5 Liability Provisions

The contractor is only liable for damages attributable to intent or gross negligence in accordance with applicable legal provisions. Liability for slight negligence is expressly excluded. Any compensation for consequential damages, financial losses, lost savings, loss of interest, as well as damages arising from claims by third parties against the contractor is in any case excluded.

8. Data Protection

The contractor ensures compliance with data protection laws, including the EU General Data Protection Regulation (GDPR), the Data Protection Act (DSG), and the Telecommunications Act (TKG), and takes the necessary technical and organizational measures for data protection within the contractor’s responsibility. Personal data of the client are processed exclusively in connection with the provision and management of products or services, as well as invoicing in accordance with contracts and offers and in compliance with applicable legal provisions.

9. Miscellaneous

If certain parts of this contract are or become invalid, this does not affect the remainder of the contract. The contracting parties will cooperate to find a solution that comes as close as possible to the purpose of the invalid provisions.

10. Final Provisions

Unless otherwise agreed, the legal provisions applicable between merchants shall apply exclusively according to Austrian law, even if the order is carried out abroad. Any disputes shall be subject exclusively to the local jurisdiction of the competent court at the contractor’s registered office. For sales to consumers in accordance with the Consumer Protection Act, the above provisions apply only to the extent that the Consumer Protection Act does not provide for mandatory divergent regulations.