General Terms and Conditions

for the sale and delivery of organization, programming services and work usage licenses for software products (b2b)

Valid since 2018

1. Scope and validity of the contract

   All orders and agreements shall only be legally binding if they are signed by the Contractor in writing and in accordance with the company and shall only be binding to the extent specified in the order confirmation. The Client's terms and conditions of purchase are hereby excluded for the legal transaction in question and the entire business relationship. Offers are always subject to change.
    

2. Performance and testing

   1. The subject of an assignment can be:
      1. Development of organizational concepts
      2. Global and detailed analyses
      3. Creation of individual programs
      4. Delivery of library (standard) programs
      5. Acquisition of user authorizations for software products
      6. Acquisition of work usage licenses
      7. Assistance with commissioning (changeover support)
      8. Telephone consulting
      9. Program maintenance
      10. Creation of program carriers
      11. Other services
           
   2. Individual organizational concepts and programs shall be developed in accordance with the type and scope of the binding information, documents and resources provided in full by the client. This also includes practical test data as well as test facilities to a sufficient extent, which the client makes available in good time, during normal working hours and at his own expense. If the client is already working in live operation on the system provided for testing, the responsibility for securing the live data lies with the client.
   3. The basis for the creation of individual programs is the written service description, which the Contractor prepares against cost calculation on the basis of the documents and information made available to him or provided by the Client. This service description must be checked by the client for correctness and completeness and provided with his approval note. Subsequent requests for changes may lead to separate deadline and price agreements.
   4. Individually created software or program adaptations require program acceptance by the client for the respective program package concerned no later than four weeks after delivery. This shall be confirmed by the Client in a protocol. (Check for correctness and completeness on the basis of the service description accepted by the contractor using the test data provided under point 2) If the Client allows the period of four weeks to elapse without program acceptance, the delivered software shall be deemed to have been accepted as of the end date of the aforementioned period. 
      If the software is used in live operation by the client, the software shall in any case be deemed to have been accepted.
      Any defects that occur, i.e. deviations from the service description agreed in writing, must be reported by the Client to the Contractor with sufficient documentation, who shall endeavor to rectify the defects as quickly as possible. If there are significant defects reported in writing, i.e. if live operation cannot be started or continued, a new acceptance is required after the defects have been rectified.
      The client is not entitled to refuse acceptance of software due to insignificant defects.
   5. When ordering standard programs, the client confirms with the order that he is aware of the scope of services of the ordered programs.
   6. Should it become apparent in the course of the work that the execution of the order in accordance with the service description is actually or legally impossible, the Contractor shall be obliged to notify the Client of this immediately. If the client does not amend the service description to this effect or create the conditions that make execution possible, the contractor may refuse execution. If the impossibility of execution is the result of an omission on the part of the Client or a subsequent change to the service description by the Client, the Contractor shall be entitled to withdraw from the order. The costs and expenses incurred up to that point for the Contractor's activities as well as any dismantling costs shall be reimbursed by the Client.
   7. Program carriers, documentation and service descriptions shall be sent at the expense and risk of the client. Any additional training and explanations requested by the client shall be invoiced separately. Insurance shall only be taken out at the request of the client.
       

3. Prices, taxes and fees

   1. All prices are quoted in euros excluding VAT. They apply only to the present order. The prices quoted are ex the Contractor's registered office or place of business. The costs of any contract fees shall be invoiced separately.
   2. For standard programs, the list prices valid on the day of delivery shall apply. For all other services (organizational consulting, programming, training, conversion support, telephone consulting, etc.), the workload shall be charged at the rates valid on the day the service is provided. Deviations from a time expenditure on which the contract price is based, for which the Contractor is not responsible, shall be invoiced as actually incurred.
   3. The costs for travel, daily and overnight allowances shall be invoiced separately to the client in accordance with the applicable rates. Travel time shall be considered working time.
       

4. Delivery time

   1. The Contractor shall endeavor to meet the agreed deadlines for performance (completion) as precisely as possible.
   2. The targeted fulfillment dates can only be met if the Client provides all necessary work and documents in full by the dates specified by the Contractor, in particular the service description accepted by it in accordance with point 2, and fulfills its obligation to cooperate to the extent required.
      Delays in delivery and cost increases caused by incorrect, incomplete or subsequently changed details and information or documents provided are not the responsibility of the Contractor and cannot lead to default on the part of the Contractor. Any resulting additional costs shall be borne by the Client.
   3. In the case of orders comprising several units or programs, the Contractor shall be entitled to make partial deliveries or issue partial invoices.
       

5. Payment

   1. Invoices issued by the Contractor, including value added tax, shall be payable within 14 days of receipt of the invoice without any deductions and free of charges. For partial invoices, the terms of payment stipulated for the entire order shall apply analogously.
   2. In the case of orders comprising several units (e.g. programs and/or training courses, implementation in partial steps), the Contractor shall be entitled to issue an invoice after delivery of each individual unit or service.
   3. In the case of orders comprising several units or programs, the Contractor shall be entitled to make partial deliveries or issue partial invoices. 
      In the event of late payment, interest on arrears shall be charged at the usual bank rate. If two installments of partial payments are not paid on time, the contractor shall be entitled to enforce the loss of deadlines and to call in any acceptances over.
   4. The client is not entitled to withhold payments due to incomplete overall delivery, guarantee or warranty claims or complaints.
       

6. Copyright and use

   1. All copyrights to the agreed services (programs, documentation, etc.) shall belong to the Contractor or its licensors. The client shall only receive the right to use the software after payment of the agreed fee exclusively for its own purposes, only for the hardware specified in the contract and to the extent of the number of licenses acquired for simultaneous use on several workstations. Only a license to use the work is acquired through this contract. Distribution by the client is excluded in accordance with copyright law. 
      The cooperation of the Client in the production of the software shall not result in the acquisition of any rights beyond the use specified in this contract. Any infringement of the Contractor's copyrights shall result in claims for damages, whereby full satisfaction shall be provided in such a case.
   2. The client is permitted to make copies for archiving and data backup purposes on condition that the software does not contain any express prohibition by the licensor or third parties and that all copyright and proprietary notices are transferred unchanged to these copies.
   3. If the disclosure of the interfaces is required for the creation of interoperability of the software in question, this must be ordered from the Contractor by the Client against payment of costs. If the Contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results shall be used exclusively for the purpose of establishing interoperability. Misuse shall result in compensation for damages.
       

7. Right of withdrawal

   1. In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the Contractor, the Client shall be entitled to withdraw from the relevant order by registered letter if the agreed service is not provided in essential parts within the reasonable grace period and the Client is not at fault.
   2. Force majeure, labor disputes, natural disasters and transport blockages as well as other circumstances beyond the Contractor's control shall release the Contractor from the delivery obligation or allow the Contractor to redetermine the agreed delivery time.
   3. Cancellations by the client are only possible with the written consent of the contractor. If the Contractor agrees to a cancellation, it shall be entitled to charge a cancellation fee amounting to 30% of the unbilled order value of the overall project in addition to the services rendered and costs incurred.
       

8. Warranty, maintenance, modifications

   1. Notices of defects shall only be valid if they concern reproducible defects and if they are documented in writing within 4 weeks after delivery of the agreed service or, in the case of individual software, after program acceptance in accordance with Section 2. In the case of warranty, improvement shall in any case take precedence over price reduction or rescission. In the event of a justified notice of defects, the defects shall be remedied within a reasonable period of time, whereby the Client shall enable the Contractor to take all measures necessary to investigate and remedy the defects. The presumption of defectiveness pursuant to § 924 ABGB shall be deemed excluded.
   2. Corrections and additions that prove to be necessary before the agreed service is handed over due to organizational and technical programming deficiencies for which the Contractor is responsible shall be carried out by the Contractor free of charge.
   3. Costs for assistance, misdiagnosis and error and fault rectification for which the client is responsible, as well as other corrections, changes and additions, shall be carried out by the contractor against payment. This shall also apply to the rectification of defects if program changes, additions or other interventions have been made by the Client itself or by a third party.
   4. Furthermore, the Contractor accepts no liability for errors, faults or damage caused by improper operation, changes to operating system components, interfaces and parameters, use, abnormal operating conditions (in particular deviations from the installation and storage conditions) or transport damage.
   5. The Contractor shall not provide any warranty for programs that are subsequently modified by the Client's own programmers or third parties.
   6. If the subject of the order is the modification or supplementation of existing programs, the warranty refers to the modification or supplementation. This does not revive the warranty for the original program.
       

9. Liability

   1. The Contractor shall be liable for damages within the scope of the statutory provisions if intent or gross negligence can be proven. Liability for slight negligence is excluded. Compensation for consequential damages and financial losses, unrealized savings, loss of interest and damages arising from third-party claims against the Contractor shall be excluded in all cases to the extent permitted by law.
       

10. Loyality

    1. The contracting parties undertake to be loyal to each other. They shall refrain from any enticement and employment, including via third parties, of employees of the other contracting party who have worked on the realization of the orders during the term of the contract and for 12 months after termination of the contract. The contracting party in breach shall be obliged to pay liquidated damages in the amount of one year's salary of the employee.
        

11. Data protection, confidentiality

    1. When handling personal data, the Contractor shall comply with the provisions of the EU General Data Protection Regulation (GDPR), the Data Protection Act (DSG) and the Telecommunications Act (TKG) and shall take the technical and organisational measures required for data protection in the Contractor's area of responsibility. The Contractor shall process the Client's personal data exclusively in connection with the provision and administration of the products or services and invoicing in accordance with the (preliminary) contracts and offers and in compliance with the applicable statutory provisions.
    2. In the event of commissioned processing in accordance with the GDPR by the contractor as the processor and the client as the controller, the currently valid "General Data Protection Terms and Conditions" of ContentReactor published on the ContentReactor website or an individual "Agreement on Commissioned Processing" to be concluded separately shall form an integral part of all products and services used by the client in the course of the provision of services by the contractor or existing and future contracts between the client and contractor and thus a binding, written legal instrument in accordance with Article 28 (2) and (9) GDPR. This ensures GDPR-compliant cooperation in order processing for both contractual partners.
        

12. Miscellaneous

    1. Should individual provisions of this contract be or become invalid, this shall not affect the remaining content of this contract. The contracting parties shall work together in partnership to find a provision that comes as close as possible to the invalid provisions.
        

13. Final provisions

    1. Unless otherwise agreed, the statutory provisions applicable between registered traders shall apply exclusively in accordance with Austrian law, even if the order is carried out abroad. Any disputes shall be subject exclusively to the local jurisdiction of the court with subject-matter jurisdiction for the Contractor's place of business. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions shall only apply insofar as the Consumer Protection Act does not provide for other mandatory provisions.