1. Scope and validity of the contract
1.1. Orders and agreements are only legally binding if they have been confirmed in writing by the contractor. The client's terms and conditions of purchase are excluded. Offers are subject to change.
2. Performance and testing
2.1. The subject of an order may be:
– Organizational concepts
– Analyses
– Individual programs
– Standard programs
– Rights of use
– Work usage authorizations
– Commissioning support
– Telephone consultation
– Program maintenance
– Program carriers
– Services
2.2. Individual concepts are created based on the information and test data provided by the client.
2.3. Individual programs are based on a written service description. Changes will result in new date and price agreements.
2.4. Custom software requires acceptance within 4 weeks. If no acceptance is given, the software shall be deemed accepted.
2.5. For standard programs, the client confirms that they are aware of the scope of services.
2.6. If performance becomes impossible, the contractor may withdraw from the contract. The client shall bear the costs if he has caused the impossibility.
2.7. Shipping is at the risk of the customer; training courses will be invoiced separately.
2.8. Accessibility is not included unless agreed separately. The client is responsible for legal reviews of its content.
2.9. Documentation and source code will only be handed over upon express agreement and full payment.
2.10. System passwords will only be disclosed if there is no support contract, all payments have been settled, and a warranty waiver has been issued.
3. Prices, taxes, and fees
3.1. All prices exclude VAT and are ex works from the contractor's place of business.
3.2. Standard programs at list prices; services based on actual expenditure.
3.3. Travel and accommodation costs will be charged separately; travel time counts as working time.
4. Delivery date
4.1. Deadlines are to be aimed for.
4.2. Delays caused by a lack of cooperation shall be borne by the client.
4.3. Partial deliveries are permitted.
5. Payment
5.1. Invoices are payable within 14 days net.
5.2. Partial invoices are permitted.
5.3. Late payment entitles us to suspend work and withdraw from the contract.
5.4. Payments may not be withheld due to defects.
5.5. Retention of title until full payment has been received.
6. Copyright and use
6.1. The client receives a non-exclusive, non-transferable right of use after payment.
6.2. Exclusive rights only if agreed; third-party components excluded.
6.3. Copies permitted for archiving purposes only.
6.4. Interface disclosure only against reimbursement of costs.
6.5. Third-party software (e.g., Microsoft) is subject to its license terms.
7. Right of withdrawal
7.1. If the contractor is at fault and the service has not been provided despite a grace period, the client may withdraw from the contract.
7.2. Force majeure releases the contractor from the obligation to deliver.
7.3. Cancellations only with consent; cancellation fee 30% of the remaining order value.
8. Warranty, maintenance, modifications
8.1. Software performs functions as described in the documentation.
8.2. Prerequisites for troubleshooting:
– Error notification in accordance with § 377 UGB (Austrian Commercial Code)
– Sufficient error message
– Provision of necessary documentation
– No interference by the client
– Operation in accordance with specifications
8.2.2. Improvement takes precedence over price reduction.
8.2.3. Necessary corrections free of charge until handover.
8.3. Errors caused by interventions by the client or third parties will be charged.
8.4. No warranty in the event of improper operation, modified system environments, or transport damage.
8.5. No guarantee in the event of changes to the client's programs.
8.6. In the event of changes to existing software, the warranty shall only apply to the changes.
8.7. Warranty period: 6 months; limitation period 1 month after expiry.
8.8. Update obligations in accordance with the VGG are excluded, unless agreed otherwise.
9. Liability
9.1. Liability only in cases of gross negligence; unlimited liability for personal injury.
9.2. No liability for indirect damage, loss of profit, loss of data, etc.
9.3. Limitation period: no later than 1 year after discovery.
9.4. Claims against third parties are assigned.
9.5. If data backup has been agreed: liability for restoration max. 10% of the order amount, max. €15,000.
10. Loyalty
10.1. No poaching of employees for 12 months after the end of the contract; violation = 1 year's salary as lump-sum compensation.
11. Data protection
11.1. Employees of the contractor are subject to Section 6 of the Austrian Data Protection Act (DSG).
11.2. The privacy policy in accordance with Articles 13/14 of the GDPR is included with the order.
12. Confidentiality
12.1. Both parties shall maintain trade secrets, except:
– generally known
– obtained without confidentiality obligation
– independently developed
– required by law
12.2. Subcontractors shall not be considered third parties if they are bound to secrecy.
13. Final provisions
13.1. Austrian law applies exclusively; the place of jurisdiction is the contractor's registered office.
13.2. Invalid provisions shall be replaced by valid provisions that correspond to the intended meaning.
Mediation clause (recommendation of the professional association)
Disputes should first be settled with business mediators (ZivMediatG).
Legal action may only be taken after at least one month without agreement.
Mediation costs are considered pre-trial costs.
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