General Terms and Conditions

The following terms are translated from the original German version. Only the German version is legally binding; this translation is provided for information purposes only.

1. Scope of Contract and Validity

1.1. All orders and agreements are only legally binding if they are confirmed by the contractor (invoicing is also considered confirmation). The purchasing conditions of the client are hereby excluded for the present legal transaction and the entire business relationship. Offers are generally non-binding.

2. Performance and Testing

2.1. The subject of the contract is the services outlined in the offer. Subsequent changes in requirements can lead to separate agreements regarding deadlines and prices.

2.2. The development of individual concepts and programs is based on the type and scope of the binding information, documents, and resources provided in full by the client. This also includes practical test data and testing opportunities in sufficient scope, which the client provides in good time, during normal working hours, and at their own expense. If real operations are already being conducted on the system provided for testing by the client, the responsibility for securing the real data lies with the client.

2.3. When library (standard) programs are ordered, the client confirms with the order their knowledge of the performance scope of the ordered programs.

2.4. If during the course of the work it becomes apparent that fulfilling the order according to the performance description is factually or legally impossible, the contractor is obliged to notify the client immediately. If the client does not amend the performance description accordingly or create the conditions necessary for execution, the contractor can refuse to carry out the execution. If the impossibility of execution is due to a failure by the client or a subsequent change of the performance description by the client, the contractor is entitled to withdraw from the contract. The costs and expenses incurred by the contractor up to that point, as well as any dismantling costs, are to be reimbursed by the client.

2.5. Shipping of program carriers, documentation, and performance descriptions is at the cost and risk of the client. Additional training and explanations requested by the client will be charged separately. Insurance will be arranged only at the client's request.

2.6. We expressly point out that a barrier-free design according to BaFG is not included in the offer, unless explicitly stated in the offer.

3. Prices, Taxes, and Fees

3.1. All prices are understood to be net plus statutory VAT. Invoices are payable without deduction within 14 days of the invoice date. The statutory default interest rate applies.

3.2. For ongoing or recurring costs (such as maintenance or hosting costs), value stability of claims plus incidental claims is expressly agreed upon. The “Producer Price Index for Services” or a substitute index serves as the basis for calculating value stability. The year of contract signing is used as the base year for the index. The month of offer signing serves as the reference value for this contract.

4. Delivery

4.1. The contractor endeavors to adhere as accurately as possible to the agreed fulfillment deadlines (completion).

4.2. Delivery of the agreed services occurs on the dates specified in the contract, provided the client fulfills all cooperative obligations in a timely manner. Acceptance takes place no later than 14 days after the contractor provides the product. After this period, the service is considered accepted unless significant defects have been reported in writing.

Any defects that occur, meaning deviations from the written performance description, must be adequately documented by the client and reported to the contractor, who will aim for rapid defect resolution. If significant defects are reported in writing, meaning that real operations cannot begin or continue, a re-acceptance is required after the defect resolution. The client is not entitled to reject the acceptance of software due to insignificant defects.

4.3. The intended fulfillment deadlines can only be met if the client provides all necessary work and documents completely by the deadlines specified by the contractor and fulfills their cooperative obligations to the required extent.

The customer is obliged to perform all necessary cooperation actions for the execution of the project in a timely and complete manner. Should the customer violate their cooperative obligations and this results in additional work exceeding the agreed project budget, the contractor reserves the right:

• in the case of additional work not exceeding 15% of the project budget, to settle this after written notification without separate approval.

• to finalize the project and stop. The continuation of the project resumes only after written approval of the additional efforts by the customer. These additional efforts will be charged separately to the customer.

Delays in delivery and cost increases resulting from incorrect, incomplete, or subsequently changed information and documents provided cannot be attributed to the contractor and do not lead to default of the contractor. Resulting additional costs are borne by the client.

5. Change Requests

5.1. Change requests from the client regarding the agreed services are possible at any time but require written consent from the contractor. Each change can impact the schedule, costs, or scope of services. The contractor will present the client with an updated performance description and an adjustment of the time and cost framework after reviewing the change requests. Implementation occurs only after written approval by the client. Services already provided or ongoing work that becomes obsolete due to changes will be invoiced separately.

6. Copyright and Usage

6.1. Upon payment of the agreed fee, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable, and time-unlimited right to use the software (for the hardware specified in the offer and to the defined extent). All other rights remain with the contractor.

The client's involvement in the creation of software does not grant any rights beyond the usage stipulated in the present contract. Any violation of the contractor's copyrights results in claims for damages, whereby full satisfaction is required in such a case.

Library (standard) programs are excluded. For these, the respective terms of use as stated in point 6.4 apply.

6.2. If the disclosure of interfaces is required for the interoperability of the software in question, the client must commission this from the contractor for a fee.

6.3. If software is provided to the client where the license holder is a third party (e.g., standard software from Microsoft), the granting of usage rights is governed by the license terms of the license holder (manufacturer).

7. Right of Withdrawal

7.1. In the event of exceeding an agreed delivery time solely due to the contractor's fault or unlawful action, the client is entitled to withdraw from the relevant contract by registered letter if the agreed service is not provided in essential parts even within an appropriate grace period and the client is not at fault.

7.2. Force majeure, labor disputes, natural disasters, and transport blockades as well as other circumstances beyond the contractor’s control release the contractor from the delivery obligation or allow them to reset the agreed delivery time.

7.3. Cancellations by the client are only possible with the contractor's written consent. If the contractor agrees to a cancellation, they have the right to charge a cancellation fee of 30% of the unbilled order value of the total project, in addition to the services performed and costs incurred.

8. Warranty, Maintenance, Changes

8.1. The contractor warrants that the software fulfills the functions described in the offer, provided the software is used within the framework described in the offer (e.g., operating system). Changes to the specification during the project are possible with the contractor's consent. In this case, it is warranted that the software fulfills the modified functions.

8.2 Any errors will be corrected by the contractor without additional costs within 60 days of acceptance or use in live operations.

The prerequisites for error correction are that

• the client describes the error adequately in an error message, and it is determinable for the contractor;

• the client provides the contractor with all necessary documents for error correction;

• neither the client nor a third party attributable to them has made any interventions in the software;

• the software is operated under the intended operating conditions according to the documentation.

• the error was caused by the contractor, and no change to the specification has taken place.

In the case of warranty, improvement has priority over price reduction or conversion. In justified cases of defect complaints, the defects will be remedied within a reasonable period, whereby the client enables the contractor to take all necessary investigation and defect elimination measures.

The presumption of defectiveness in accordance with § 924 ABGB is excluded.

8.3. Furthermore, the contractor does not guarantee for errors, disruptions, or damages resulting from improper operation, changed operating system components, interfaces, and parameters, use of unsuitable organizational tools and data carriers, provided such are prescribed, abnormal operating conditions (particularly deviations from installation and storage conditions), as well as transport damage.

8.4. For programs that are subsequently modified by the client's programmers or third parties, any warranty by the contractor is void.

8.5. If the contract involves changes or additions to existing programs, the warranty pertains to the change or addition. The warranty for the original program does not revive as a result.

8.6. Warranty claims expire in six (6) months from the handover date or from the start of live operation usage, whichever date occurs first.

8.7. The update obligation according to § 1 para. 3 VGG is explicitly excluded. For updates and maintenance, a separate agreement (maintenance contract and SLA) is required.

9. Liability

9.1. The contractor is liable to the client for damages demonstrably caused by them only in cases of gross negligence and only if legally mandatory. This applies analogously to damages attributable to third parties engaged by the contractor.

9.2. The contractor is not liable for the development risk of a work.

9.3. Liability for indirect damages - such as lost profits, costs associated with business interruption, data loss, or third-party claims - is explicitly excluded.

9.4. Claims for damages expire according to statutory regulations, but at the latest one year after knowledge of the damage and the injuring party.

9.5. If the contractor provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties, the contractor assigns these claims to the client. In this case, the client will first turn to these third parties.

9.6. If data backup is expressly agreed as a service, liability for data loss, contrary to point 9.3, is not excluded, but limited to the restoration of data to a maximum of EUR 10% of the contract amount per damage case, but no more than EUR 15,000. Claims for warranty and damages of the client other than those mentioned in this contract - regardless of the legal reason - are excluded.

10. Loyalty

10.1. The client commits to loyalty. They will refrain from poaching and employing, even through third parties, employees and third parties who have worked on the realization of the orders during the duration of the contract and for 12 months after the contract's end. In case of breach, the client is obliged to pay a lump sum compensation amounting to an annual salary of the employee.

11. Confidentiality

11.1. The contractor obliges its employees to comply with the provisions of § 6 of the Data Protection Act.

12. Miscellaneous

12.1 If individual provisions of this contract are invalid or become invalid, the remaining content of this contract is not affected. The contracting parties will cooperate in partnership to find a regulation that comes as close as possible to the invalid provisions.

12.2 All legal relationships are exclusively subject to Austrian law to the exclusion of the UN Sales Convention, the jurisdiction is the competent court in Linz, Austria, and cooperation is exclusively with entrepreneurs within the meaning of § 1 UGB.

Last updated: 27.06.2025

If you need past versions of our Terms and Conditions, you can always contact us.