General Terms and Conditions

Ahoi Kapptn FlexCo, Industriezeile 35, 4020 Linz, Austria

Version: October 2026, applies to contracts with businesses (B2B)

Please note: This English version is a translation provided for information only. Only the German version is legally binding. In the event of any discrepancy or difference in interpretation, the German version prevails.

1. Scope and Validity

1.1. These General Terms and Conditions (GTC) apply to all present and future services provided by Ahoi Kapptn FlexCo (hereinafter “Contractor”) to its contractual partners (hereinafter “Client”), even if they are not expressly referred to again in an individual case. The GTC are sent to the Client with the offer, or linked in the offer, before the contract is concluded.

1.2. All orders and agreements are only legally binding once confirmed by the Contractor (issuing an invoice also counts as confirmation). The Client’s purchasing terms are hereby excluded for this transaction and for the entire business relationship. Offers are generally non-binding and subject to change.

1.3. Individual agreements in the offer or contract take precedence over these GTC. Maintenance, support, hosting and other operating services are not covered by these GTC but are agreed separately (e.g. maintenance agreement/SLA, hosting agreement); unless otherwise provided there, these GTC apply on a supplementary basis.

1.4. Where these GTC require written form or written declarations, transmission by email or via a project or ticketing system agreed between the parties is sufficient.

2. Services and Review

2.1. The subject matter of the order are the services listed in the offer. Change requests made later may lead to separate agreements on deadlines and prices.

2.2. Individual concepts, designs and software (hereinafter together “Software”) are developed according to the type and scope of the binding information, documents and resources provided in full by the Client. This includes 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 using the system provided for testing in live operation, the Client is responsible for backing up the live data.

2.3. If standard software, frameworks, open source components or third-party cloud services are used at the Client’s request or with its consent, the Client confirms that it is aware of their scope of functions; clause 6.3 applies.

2.4. If, in the course of the work, it turns out that performing the order as set out in the service description is actually or legally impossible, the Contractor must notify the Client immediately. If the Client does not change the service description accordingly or create the conditions that make performance possible, the Contractor may refuse to perform. If the impossibility results from an omission by the Client or a subsequent change to the service description 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, as well as any dismantling costs.

2.5. Training and explanations requested by the Client are invoiced separately. Documentation is only created and handed over if expressly agreed.

2.6. We expressly point out that an accessible design (in particular within the meaning of the Austrian Federal Disability Equality Act (BGStG), the Web Accessibility Act (WZG) and the Accessibility Act (BaFG)) is not included in the offer unless explicitly stated in the offer. If an accessible design has not been agreed, it is up to the Client, as the provider of the product or service and the party responsible for compliance, to check whether the deliverables are permissible under the relevant statutory provisions.

2.7. The Client is responsible for the legal permissibility of the content it provides or specifies (e.g. texts, images, trademarks, data), in particular under competition, trademark, copyright and data protection law, and shall indemnify and hold the Contractor harmless in this respect. In the case of slight negligence, or once any duty to warn has been fulfilled, the Contractor is not liable for the legal permissibility of such content.

2.8. The Contractor is entitled to have services performed in whole or in part by qualified third parties (subcontractors). The Contractor remains responsible to the Client for the services of subcontractors in accordance with these GTC.

3. Prices, Taxes and Fees

3.1. All prices are in euros, net, plus statutory VAT. Invoices are payable within 14 days of the invoice date without deduction. In the event of late payment, the statutory default interest for business transactions (§ 456 UGB, Austrian Commercial Code) is charged.

3.2. Value protection (indexation) is agreed for ongoing or recurring fees (such as maintenance, hosting or retainer fees). The reference is the Services Producer Price Index (EPI DL, base 2021 = 100) published by Statistics Austria, or any index that replaces it. The starting point is the index figure published for the calendar quarter in which the contract was concluded. Fees are adjusted annually on 1 January in line with the change from the starting point, based on the most recently published index figure, both upwards and downwards; each adjusted index figure becomes the starting point for the next adjustment. Not making an adjustment does not constitute a waiver.

3.3. The Contractor is entitled to invoice partial services separately and to request reasonable advance payments and instalments based on project progress (milestones). Unless otherwise agreed, travel and accommodation costs and expenses are charged separately at actual cost.

3.4. In the event of late payment, the Client must pay, in addition to default interest, a lump sum of EUR 40 under § 458 UGB as well as all further costs necessary for appropriate debt collection (in particular dunning and collection fees and legal fees). If the Client is more than 14 days in arrears, the Contractor is entitled, after prior written notice, to suspend ongoing work and to declare the fees for all services already rendered immediately due, regardless of agreed payment terms; agreed deadlines are postponed accordingly. If a further grace period of 14 days expires without payment, the Contractor is also entitled to withdraw from the contract.

3.5. The Client is not entitled to withhold payments on the grounds of incomplete overall delivery, warranty claims or complaints. Set-off against counterclaims is only permitted if these have been acknowledged by the Contractor or established by a final court decision.

4. Delivery and Acceptance

4.1. The Contractor endeavours to meet the agreed deadlines for performance (completion) as closely as possible.

4.2. The agreed services are delivered on the dates set out in the contract, provided the Client fulfils all its duties to cooperate in good time. Acceptance takes place no later than 14 days after the Contractor has made the product available. After this period, the service is deemed accepted unless material defects have been reported in writing. In any case, the service is deemed accepted once the Client puts it to productive use (in particular live operation, go-live or publication in app stores). Partial services may be accepted separately. Any defects, meaning deviations from the service description 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. If material defects have been reported in writing, meaning live operation cannot start or continue, a new acceptance is required once the defects have been remedied. The Client is not entitled to refuse acceptance of software because of immaterial defects.

4.3. The targeted performance dates can only be met if the Client provides all necessary work and documents in full by the dates specified by the Contractor and fulfils its duty to cooperate to the necessary extent.

The Client is obliged to perform all acts of cooperation necessary to carry out the project in good time and in full. If the Client breaches its duties to cooperate and this causes additional effort beyond the agreed project budget, the Contractor is entitled, at its option,

• in the case of additional effort of less than 15% of the project budget, to invoice it after informing the Client in writing, without separate approval, or
• to invoice the services rendered up to that point and to pause the project. The project only resumes once the Client has approved the additional effort in writing. This additional effort is invoiced to the Client separately.

Delivery delays and cost increases caused by incorrect, incomplete or subsequently changed details and information or documents provided are not the Contractor’s responsibility and cannot put the Contractor in default. The Client bears any resulting additional costs.

5. Change Requests

5.1. The Client may request changes to the agreed services at any time, but these require the Contractor’s written consent. Any change may affect the schedule, the costs or the scope of services. After reviewing the change requests, the Contractor will present the Client with an updated service description and an adjusted time and cost frame. Implementation only begins after the Client’s written approval. Services already rendered or work in progress that become obsolete as a result of the changes are invoiced separately.

6. Copyright and Use

6.1. All copyrights and other rights in the services rendered by the Contractor (in particular software, source code, designs, concepts and documentation) remain with the Contractor unless otherwise provided below. Upon full payment of the agreed fee, the Contractor grants the Client a non-exclusive licence (Werknutzungsbewilligung), unlimited in time and territory, to use, reproduce and operate the software created individually for the Client for the purpose specified in the offer, and to make it available to end users (e.g. via app stores or the internet). This does not include the right to edit, adapt or further develop the software, whether by the Client itself or by third parties; this requires a separate agreement. Any further transfer or sublicensing to third parties requires the Contractor’s consent; this does not apply to companies affiliated with the Client within its group or to third parties that operate or host the software exclusively on the Client’s behalf.

An exclusive right of use (Werknutzungsrecht) is only granted if expressly agreed in the offer. Components, frameworks, libraries, tools and know-how that the Contractor developed beforehand or independently of the specific order are excluded from this in any case; the Client receives a non-exclusive licence to these to the extent necessary to use the software. The source code is only handed over if expressly agreed; handover requires full payment.

The Client’s participation in creating the software does not give it any rights beyond the use defined in this contract. The Client does not become a co-author. Any infringement of the Contractor’s copyrights gives rise to claims for remuneration or damages, in which case full compensation must be provided.

Third-party components (in particular standard software, open source software, program libraries, fonts, image databases and cloud and AI services) are excluded. Their respective terms of use always apply, as set out in clause 6.3.

6.2. If disclosure of the interfaces is required to establish interoperability of the software, the Client must commission this from the Contractor against payment. The Client’s rights under §§ 40d and 40e UrhG (Austrian Copyright Act) remain unaffected; results of decompilation may only be used to establish interoperability.

6.3. If the Client is provided with software whose licence holder is a third party (e.g. standard software, open source components, SDKs or cloud services), the granting of the right of use is governed by the licence terms of the licence holder (manufacturer). The Client undertakes to comply with these licence terms.

6.4. The Contractor is entitled to name the Client as a reference customer, using its name and logo, and to present the services rendered (e.g. screenshots, short description, project video) on its website, on social media, in presentations and in offers, provided no confidential information is disclosed. Before the service is publicly released (launch), such presentation only takes place with the Client’s consent. The Contractor is also entitled to refer to its authorship in an appropriate form (e.g. in the legal notice or footer). The Client may prohibit use as a reference in writing for good reason with effect for the future.

7. Right of Withdrawal

7.1. If an agreed delivery time is exceeded solely through the fault or unlawful conduct of the Contractor, the Client is entitled to withdraw from the order concerned in writing if the agreed service is still not substantially rendered within a reasonable grace period and the Client is not at fault for this.

7.2. Force majeure, labour disputes, natural disasters, pandemics, cyberattacks, outages of third-party cloud, hosting or AI services, and other circumstances beyond the Contractor’s control release the Contractor from its obligation to deliver or allow it to reschedule the agreed delivery time.

7.3. If the Client withdraws from the order or the order is not carried out for reasons attributable to the Client (cancellation), the Contractor is entitled to charge, in addition to the services rendered and costs incurred, a cancellation fee of 30% of the not yet invoiced order value of the overall project. The right to claim further remuneration under § 1168 ABGB (Austrian Civil Code) is reserved.

8. Warranty, Maintenance, Changes

8.1. The Contractor warrants that the software performs the functions described in the offer, provided it 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 that case, the Contractor warrants that the software performs the changed functions.

8.2. Defects reported within the warranty period (clause 8.6) are remedied by the Contractor at no additional cost. After the warranty period has expired, defects are only fixed under a separate maintenance agreement or charged on a time and materials basis. Defects are remedied on condition that

• the Client reports the defect to the Contractor without delay, but no later than 14 days after it became recognisable (cf. § 377 UGB);
• the Client describes the defect sufficiently in an error report and the defect can be identified by the Contractor;
• the Client provides the Contractor with all documents required to remedy the defect;
• neither the Client nor any third party attributable to it has made any changes to the software;
• the software is operated under the intended operating conditions in accordance with the documentation;
• the defect was caused by the Contractor and the specification has not been changed.

In the event of a warranty claim, rectification always takes precedence over price reduction or termination of the contract. If a notice of defects is justified, the defects are remedied within a reasonable period, and the Client allows the Contractor to take all measures necessary to investigate and remedy the defects.

The presumption of defectiveness under § 924 ABGB is excluded.

8.3. Furthermore, the Contractor gives no warranty for errors, malfunctions or damage resulting from improper operation, subsequent changes to operating systems, browsers, end devices, third-party systems, interfaces (APIs) and parameters, changes to or outages of third-party services (e.g. hosting, cloud, app store or AI providers), or deviating operating conditions.

8.4. Any warranty by the Contractor lapses for programs subsequently modified by the Client’s own programmers or by third parties.

8.5. Where the order concerns the modification or extension of existing programs, the warranty covers the modification or extension only. This does not revive the warranty for the original program.

8.6. The warranty period is sixty (60) days from acceptance or from use in live operation, whichever is earlier. The Client’s warranty rights become time-barred in any case one (1) month after the end of the warranty period. The defence against the claim for payment within the meaning of § 933 (3) ABGB is excluded.

8.7. The duty to provide updates under § 7 in conjunction with § 1 (3) VGG (Austrian Consumer Warranty Act) is excluded in its entirety unless expressly agreed otherwise. Updates (including security updates and adaptations to new operating system, browser or app store requirements) and maintenance are only owed if agreed separately (maintenance agreement or SLA).

9. Liability

9.1. The Contractor is only liable to the Client for damage demonstrably caused by its fault in cases of intent and for personal injury. Otherwise, liability (in particular for slight and gross negligence) is excluded to the extent permitted by law. This applies accordingly to damage attributable to third parties engaged by the Contractor. Where liability cannot be excluded by law, it is limited per claim, except in cases of intent and personal injury, to the net order value of the order concerned. Mandatory claims under the Austrian Product Liability Act remain unaffected.

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

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

9.4. Claims for damages become time-barred in accordance with the statutory provisions, but no later than one year after knowledge of the damage and the party causing it.

9.5. The limitations of liability in this clause also apply in favour of the Contractor’s employees and the third parties (subcontractors) it engages.

9.6. If data backup has been expressly agreed as a service, liability for the loss of data is, in derogation from clause 9.3, not excluded, but is limited for the restoration of the data to a maximum of 10% of the order value per claim, and to no more than EUR 15,000.

9.7. If the Client places the software on the market as a product, it shall indemnify and hold the Contractor harmless, as between the parties, against third-party claims under the Product Liability Act, unless the damage was caused intentionally by the Contractor.

9.8. Any warranty or damage claims of the Client beyond those set out in these GTC, on whatever legal grounds, are excluded to the extent permitted by law.

10. Loyalty

10.1. The Client undertakes to act loyally. During the term of the contract and for 12 months after its termination, the Client will refrain from any poaching or employment, including via third parties, of employees and third parties who have worked on carrying out the orders. In the event of a breach, the Client must pay liquidated damages amounting to twelve times the gross monthly salary last received by the employee concerned.

11. Confidentiality and Data Protection

11.1. The Contractor obliges its employees to observe data secrecy under § 6 of the Austrian Data Protection Act (DSG).

11.2. Where the Contractor processes personal data on behalf of the Client in the course of the order (e.g. during development, testing, data migration, maintenance or hosting), a data processing agreement under Art. 28 GDPR must be concluded. The Client, as controller, must arrange and provide this agreement; the Contractor is happy to conclude it. Unless expressly agreed otherwise, the Client, as controller, is responsible for the lawfulness of data processing in the software it operates (in particular privacy policy, consents, cookie banner).

11.3. Information under Art. 13 and 14 GDPR on how the Contractor processes personal data within its own business relationship (e.g. contact details of the Client’s contact persons) can be found in its privacy policy at https://ahoikapptn.com. This does not apply to the software created in the course of the order; the Client is solely responsible for its data protection design and for informing end users (clause 11.2).

12. Use of Artificial Intelligence

12.1. The Contractor is entitled to use artificial intelligence (AI) tools and services when providing its services, in particular AI models and platforms from third-party providers (e.g. OpenAI, Anthropic, Google), for example to support concept development, design, programming, testing, documentation and translation. The Contractor reviews AI results professionally before using them; responsibility for performing the services in accordance with the contract remains with the Contractor as set out in these GTC.

12.2. To process the Client’s data, the Contractor only uses AI services in business configurations (e.g. business, enterprise or API access) in which, under the respective provider’s terms, inputs are not used to train the AI models. Where personal data is processed in this context, the Client hereby gives general authorisation to engage the providers of such AI services as sub-processors (Art. 28 (2) GDPR); the Contractor informs the Client of any intended changes to the providers used. The Client may exclude the use of AI services for certain data or services in writing; any resulting additional effort is charged separately.

12.3. The Client acknowledges that content generated with the help of AI may, under applicable law, not be protected by copyright, or only to a limited extent. Rights to such content are granted in accordance with clause 6 to the extent they exist; no warranty is given that copyright protection exists for AI-generated content.

12.4. Where the order concerns the development or integration of AI functions or AI systems, the Client is, unless expressly agreed otherwise, the provider or deployer within the meaning of Regulation (EU) 2024/1689 (AI Act) and is responsible for complying with the obligations that apply to it (in particular risk classification and transparency and labelling obligations). Outputs of AI systems are based on probabilities and may be incorrect or incomplete; the Contractor does not owe any particular factual accuracy of such outputs unless expressly agreed. Ongoing usage costs of third-party AI services (e.g. API or token costs) are borne by the Client unless otherwise agreed.

13. Miscellaneous

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

13.2. All legal relationships are governed exclusively by Austrian law, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction is the court with subject-matter jurisdiction in Linz, Austria; the Contractor is also entitled to sue the Client at the Client’s general place of jurisdiction. The Contractor concludes contracts exclusively with entrepreneurs within the meaning of § 1 UGB.

Only the German version of these GTC is legally binding. This translation is for information only.

Last updated: October 2026

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