Terms and Conditions (B2B)

1.1. All orders and agreements are legally binding only if signed in writing by the Contractor in the manner required to bind the business, and create obligations only to the extent stated in the order confirmation. The Client’s purchasing terms are hereby excluded for this transaction and the entire business relationship. Offers are generally non-binding.

2.1. An order may cover:

• Preparation of organisational concepts
• Overall and detailed analyses
• Development of bespoke programs
• Supply of library (standard) programs
• Acquisition of rights to use software products
• Acquisition of copyright licences to use works
• Assistance with commissioning (migration support)
• Telephone advice
• Program maintenance
• Creation of program media
• Other services

2.2. The preparation of individual organisational concepts and programs (where these terms are referred to as software in these Terms, they are synonymous) is based on the nature and scope of the binding information, documents and resources supplied in full by the Client. These also include realistic test data and sufficient testing facilities, which the Client must provide in good time, during normal working hours and at its own expense. If the Client is already using the system made available for testing in live operation, responsibility for backing up the live data rests with the Client.

2.3. Bespoke programs are developed on the basis of a written specification, which the Contractor prepares for a fee using the documents and information supplied, or which the Client provides. The Client must check this specification for accuracy and completeness and endorse it with its approval. Subsequent requests for changes may lead to separate agreements on deadlines and prices.

2.4. Individually developed software or program adaptations require acceptance of the relevant program package by the Client no later than four weeks after delivery. The Client confirms acceptance in a written record. (Accuracy and completeness are checked against the specification accepted by the Contractor, using the test data provided as described in clause 2.2.) If the Client allows four weeks to pass without accepting the program, the delivered software is deemed accepted at the end of that period. If the Client uses the software in live operation, it is in any event deemed accepted. Any defects, meaning deviations from the specification agreed in writing, must be reported to the Contractor by the Client with sufficient documentation; the Contractor will endeavour to remedy them as quickly as possible. Where material defects have been reported in writing, meaning that live operation cannot begin or continue, renewed acceptance is required after the defects have been remedied. The Client is not entitled to refuse acceptance of software because of immaterial defects.

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

2.6. If, during the work, it becomes apparent that performance of the order in accordance with the specification is factually or legally impossible, the Contractor must notify the Client immediately. If the Client does not amend the specification accordingly or create the conditions that make performance possible, the Contractor may refuse performance. If the impossibility of performance 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 Client must reimburse the costs and expenses incurred for the Contractor’s work up to that point, together with any dismantling costs.

2.7. Program media, documentation and specifications are dispatched at the Client’s expense and risk. Additional training and explanations requested by the Client are invoiced separately. Insurance is arranged only at the Client’s request.

2.8. We expressly point out that accessible design (particularly of websites), especially within the meaning of the Federal Act on the Equal Treatment of Persons with Disabilities (Bundes-Behindertengleichstellungsgesetz – BGStG), the Federal Act on Accessibility of Federal Websites and Mobile Applications (Web-Zugänglichkeits-Gesetz – WZG), or the Federal Act on Accessibility Requirements for Products and Services (Barrierefreiheitsgesetz – BaFG), which enters into force on 28 June 2025, is not included in the offer unless separately/individually requested by the Client. If accessible design has not been agreed, the Client is responsible for checking whether the service is permissible under the relevant statutory provisions. The Client must likewise check the legal permissibility of content it supplies, particularly under competition, trademark, copyright and administrative law. In cases of slight negligence, or after fulfilling any duty to warn the Client, the Contractor is not liable for the legal permissibility of content specified by the Client.

2.9. Program documentation is prepared and handed over to the Client only if expressly agreed. The same applies to handing over the source code. Handover is in all cases conditional on full payment.

2.10. Any system passwords for services individually created for the Client will be disclosed to the Client only if a) there is no longer any maintenance or support order for the component affected by the system password, b) all the Client’s payment obligations towards the Contractor have been fulfilled, c) the Contractor needs the password to use, adapt or further develop the service in accordance with the contractual purpose, and d) the Client gives the Contractor a waiver of warranty rights.

3.1. All prices are in euros and exclude VAT. They apply only to the order in question. Quoted prices are ex the Contractor’s business premises or establishment. The costs of program media (e.g. memory sticks, DVDs, CDs, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) and any contract duties are invoiced separately.

3.2. For library (standard) programs, the list prices valid on the delivery date apply. For all other services (organisational consulting, programming, training, migration support, telephone advice, etc.), time spent is charged at the rates valid on the date the service is provided. Deviations from the time estimate underlying the contract price for which the Contractor is not responsible are charged according to the time actually incurred.

3.3. Travel expenses, daily allowances and overnight allowances are charged separately to the Client at the applicable rates (e.g. collective agreements). If no such rates exist, the actual costs incurred must be reimbursed against evidence. Travel time counts as working time.

4.1. The Contractor endeavours to comply as closely as possible with the agreed dates for performance (completion).

4.2. The intended performance dates can be met only if the Client provides all necessary work and documents in full by the dates specified by the Contractor, particularly the specification accepted by the Client under clause 2.3, and fulfils its cooperation obligations to the necessary extent. The Contractor is not responsible for delivery delays and cost increases caused by incorrect, incomplete or subsequently changed details, information or documents supplied, and these cannot place the Contractor in default. The Client bears any resulting additional costs.

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

5.1. Invoices issued by the Contractor, including VAT, are payable no later than 14 days after receipt, without any deduction and free of charges to the Contractor. The payment terms specified for the overall order apply correspondingly to partial invoices.

5.2. For orders comprising several 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 an essential condition for delivery or performance of the contract by the Contractor. Failure to make the agreed payments entitles the Contractor to suspend ongoing work and withdraw from the contract. The Client must bear all associated costs and lost profit. In the event of late payment, statutory default interest for business transactions is charged. If two instalments are missed, the Contractor is entitled to declare the remaining instalments immediately due and to call in any bills of exchange accepted and handed over.

5.4. The Client is not entitled to withhold payments because the overall delivery is incomplete, because of guarantee or statutory warranty claims, or because of complaints about defects.

5.5. If the order also involves transferring ownership of tangible items to the Client, those items remain the Contractor’s property until all of the Contractor’s claims have been paid in full.

6.1. Subject to clauses 6.2 and 6.4, after payment of the agreed fee the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable right, unlimited in time, to use the software on the hardware specified in the contract and, for simultaneous use at several workstations, within the number of licences acquired, and to use all work results created under the Contractor’s contract for the Client’s own internal use. All other rights remain with the Contractor. The Client’s participation in creating the software does not confer any rights beyond the use specified in this contract. It does not give rise to co-authorship by the Client. Any infringement of the Contractor’s copyright gives rise to claims for remuneration or damages, with full compensation to be provided in such a case.

6.2. If, for bespoke software, an exclusive or equivalent right of use has been agreed for the Client, § 40b of the Austrian Copyright Act applies correspondingly. This does not, however, apply to program components created by independent third parties (i.e. persons who did not create the components as employees or contractors of the Contractor) and integrated into the software by the Contractor (particularly third-party templates, program libraries, etc.). Instead, the existing licence terms for those components apply.

6.3. The Client may make copies for archiving and data backup purposes provided that all copyright and proprietary notices are reproduced unchanged in those copies.

6.4. If disclosure of interfaces is necessary to establish interoperability of the software in question, the Client must commission 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 establish interoperability. Misuse gives rise to damages.

6.5. If the Client is supplied with software whose licence holder is a third party (e.g. standard Microsoft software), the granting of the right of use is governed by the licence terms of the licence holder (manufacturer).

7.1. If an agreed delivery period is exceeded solely through the Contractor’s fault or unlawful conduct, the Client is entitled to withdraw from the relevant order by registered letter if substantial parts of the agreed service remain unperformed even within a reasonable additional period, and the Client is not at fault.

7.2. Force majeure, labour disputes, natural disasters, transport restrictions and other circumstances beyond the Contractor’s control release the Contractor from the delivery obligation or permit it to reset the agreed delivery period.

7.3. Cancellation by the Client is possible only with the Contractor’s written consent. If the Contractor agrees to cancellation, it is entitled to charge, in addition to services already provided and costs incurred, a cancellation fee of 30% of the total project’s order value that has not yet been invoiced.

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

8.2.

8.2.1. Correction of errors requires that:

• the Client notifies the Contractor of the error within the period under § 377 UGB (Austrian Commercial Code), applied correspondingly where appropriate;
• the Client describes the error sufficiently in an error report and the error can be identified by the Contractor;
• the Client provides the Contractor with all documents necessary to correct the error;
• neither the Client nor a third party attributable to it has interfered with the software;
• the software is operated under the intended operating conditions in accordance with its description;

8.2.2. In warranty cases, rectification always takes priority over a price reduction or termination of the contract. Where 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 for examination and rectification. The presumption of defectiveness under § 924 ABGB (Austrian Civil Code) is excluded.

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

8.3. Assistance, error diagnosis, correction of errors and faults for which the Client is responsible, and other corrections, changes and additions are carried out by the Contractor for a fee. This also applies to remedying defects where the Client or a third party has made program changes, additions or other interventions.

8.4. Furthermore, the Contractor gives no warranty for errors, faults or damage caused by improper operation, changed operating system components, interfaces and parameters, use of unsuitable organisational resources and data media where these are prescribed, abnormal operating conditions (particularly deviations from installation and storage conditions), or transport damage.

8.5. Any warranty by the Contractor is void for programs subsequently modified by the Client’s own programmers or by third parties.

8.6. Where the order concerns changes or additions to existing programs, the warranty covers the change or addition. This does not revive the warranty for the original program.

8.7. The warranty period is six (6) months from handover. The Client’s warranty rights and claims arising from them become time-barred in any event one (1) month after the end of the warranty period. The possibility of raising a defence against the claim for payment within the meaning of § 933(3) ABGB is excluded.

8.8. The updating obligation under § 7 VGG (Austrian Consumer Warranty Act) in conjunction with § 1(3) VGG is excluded in its entirety unless expressly agreed otherwise. Consequently, only the relevant agreements between the contracting parties apply to updates.

9.1. The Contractor is liable to the Client for damage demonstrably caused by its fault only in cases of gross fault. This applies correspondingly to damage attributable to third parties engaged by the Contractor. For personal injury caused by its fault, the Contractor’s liability is unlimited.

9.2. Liability for indirect damage, such as lost profit, costs associated with business interruption, loss of data or third-party claims, is expressly excluded.

9.3. Claims for damages become time-barred under the statutory provisions, but no later than one year after knowledge of the damage and the person responsible for it.

9.4. If the Contractor performs the work with the assistance of third parties and warranty and/or liability claims against those third parties arise in this connection, the Contractor assigns those claims to the Client. In such a case, the Client will primarily pursue those third parties.

9.5. If data backup is expressly agreed as a service, liability for data loss is not excluded, in derogation from clause 9.2, but liability for restoring the data is limited to a maximum of 10% of the order amount per loss event and, in any event, to EUR 15,000. Any further warranty or damages claims by the Client beyond those specified in this contract are excluded, irrespective of their legal basis.

10.1. The contracting parties undertake mutual loyalty. During the contract and for 12 months after its termination, they will refrain from soliciting or employing, including through third parties, employees of the other contracting party who worked on performing the orders. A contracting party in breach must pay liquidated damages equal to one annual salary of the employee concerned.

11.1. The Contractor requires its employees to comply with the provisions of § 6 of the Austrian Data Protection Act.

11.2. The privacy notice within the meaning of Articles 13 and 14 GDPR is attached to the order.

12.1. Each contracting party assures the other that it will treat as confidential all trade secrets disclosed to it by the other in connection with this contract and its performance and will not make them accessible to third parties, unless they are generally known, were already known to the recipient without a confidentiality obligation, are communicated or supplied to the recipient by a third party without a confidentiality obligation, have demonstrably been developed independently by the recipient, or must be disclosed under a final administrative or judicial decision.

12.2. Subcontractors associated with the Contractor are not regarded as third parties insofar as they are subject to a confidentiality obligation corresponding in substance to this clause.

13.1. Unless otherwise agreed, the statutory provisions applicable between businesses apply exclusively under Austrian law, even if the order is performed abroad. For any disputes, exclusive territorial jurisdiction is agreed to lie with the court having subject-matter jurisdiction for the Contractor’s place of business.

13.2. If one or more provisions of this contract are or become wholly or partly invalid, the remaining content of the contract is unaffected. The invalid or unenforceable provision must be replaced by a valid provision corresponding as closely as possible to the meaning of the invalid or unenforceable clause.