Terms

These terms apply to all quotes, orders and contracts for software development, websites, mobile applications, software support and related services provided by the Contractor.

The Client's own purchase or contract terms are excluded for the transaction in question and for the entire business relationship unless expressly agreed in writing.

Provisions agreed in an individual contract take precedence over these terms.

Quotes are non-binding and, unless stated otherwise, valid for 30 days from their date of issue.

The contract is formed on the Contractor's written order confirmation or when performance begins. The scope of the service follows from the quote and the order confirmation.

Text form, in particular email, is sufficient for all declarations under this contract.

An order may cover: concept work and analysis, development of custom software, websites and mobile applications, granting of rights of use, assistance with commissioning, training, software support and programme maintenance.

The Contractor may engage qualified subcontractors. The Contractor remains the Client's sole contractual partner and is liable for its subcontractors' work as for its own.

Accessible design, in particular under the Austrian Disability Equality Act (BGStG), the Web Accessibility Act (WZG) or the Accessibility Act (BaFG), is not included in the scope of services unless expressly ordered separately. Where accessibility has not been agreed, the Client is responsible for checking the service against the relevant statutory provisions.

The Client is responsible for checking content it supplies for legal admissibility, in particular under competition, trade mark, copyright and administrative law.

The Client shall provide the information, documents, content, access and testing facilities required for performance in full and in good time.

Delays caused by the Client's missing or late cooperation extend agreed deadlines accordingly. Additional effort arising from this is charged on a time and materials basis.

The Client is responsible for backing up its own data unless data backup has been expressly agreed as a service.

All prices are final prices in euro. The Contractor is a small business under § 6 (1) 27 of the Austrian VAT Act and does not charge VAT. Amounts shown on the website are starting prices and represent a minimum for the respective scope; the binding price follows from the quote. Travel and incidental costs are charged only where agreed in advance.

No payment is required up front. The invoice is issued after acceptance of the agreed service and is payable within 14 days of receipt without deduction.

Where an order is divided into separable units or project phases, each unit may be invoiced after its acceptance if the quote states so.

Ongoing services such as software support and maintenance are charged on a time and materials basis with a monthly breakdown of hours worked.

In the event of late payment, statutory default interest for business transactions under § 456 UGB is charged. Necessary and appropriate collection costs shall be reimbursed.

Compliance with payment dates is an essential condition of the contract. In the event of late payment the Contractor may, after allowing a reasonable grace period without success, suspend ongoing work and withdraw from the contract.

The Client may not withhold payment on the grounds of incomplete overall delivery or warranty claims.

In the event of late payment, statutory default interest of 4 % per annum under § 1000 ABGB is charged. The consumer's statutory right of retention is unaffected.

Delivery dates are approximate unless expressly designated as binding. Force majeure and circumstances outside the Contractor's control extend deadlines accordingly.

On completion the Contractor makes the service available for acceptance. The Client reviews it within 14 days and reports any deviation from the agreed scope in comprehensible form. Anything not matching the agreed scope is corrected at no additional cost.

If no response is given within this period and the service is used productively, it is deemed accepted.

Upon full payment of the agreed fee, the Client receives a non-exclusive, non-transferable, non-sublicensable and perpetual right to use the work results created under the order for the contractually intended purposes within its own business. All other rights remain with the Contractor. The Client's cooperation in the production of the work does not create co-authorship. No recurring licence fees are payable to the Contractor.

Source code and programme documentation are handed over only where expressly agreed; handover is in every case subject to full payment. Access credentials for the Client's hosting, domain and other accounts are handed over on completion of the project.

Where an exclusive or equivalent right of use is agreed in the individual contract, § 40b of the Austrian Copyright Act applies accordingly. This does not apply to components created by independent third parties (in particular open-source libraries, templates and standard software), nor to components and tools of the Contractor that existed before the order; for these, their respective licence terms govern.

Copies for archiving and data backup purposes are permitted provided all copyright and ownership notices are carried over unchanged. Where software is provided whose licence holder is a third party, the granting of the right of use follows that licence holder's terms.

The Contractor remains entitled to continue using its pre-existing and general know-how, as well as its own components and libraries, without restriction.

After completion of the project the Contractor may name the Client as a reference and show screenshots of the result. The Client may object at any time in text form without giving reasons; the reference is then removed within a reasonable period.

Software support and maintenance are agreed separately and are not part of the development work. Where agreed they cover the correction of defects, adaptation to changed environments and minor extensions.

A defect to be addressed exists where the software behaves differently from the service description or documentation and the Client can reproduce this. Defects must be reported without delay in text form; additional effort caused by late reporting is borne by the Client. Remedy is provided by correction, an update or a reasonable workaround.

Not covered is work arising from improper operation, interventions by the Client or third parties, changes to the system environment, data conversion, restoration of data sets, or new development. Such work is charged on a time and materials basis. Where a defect results from the Client's contributions or cooperation, there is no obligation to remedy it free of charge.

Services are performed remotely or, where agreed, at the Client's site within the Contractor's normal working hours. Where the Client requests performance outside normal working hours, the additional costs are charged separately. The Contractor selects the personnel deployed.

A maintenance relationship is concluded for an indefinite term and may be terminated by either party in text form with one month's notice to the end of a month. There is no minimum term. Services paid for in advance and not used are refunded pro rata.

A maintenance agreement is not a precondition for handover of the work results.

The Contractor warrants that the service fulfils the functions described in the quote and the documentation, provided it is operated in the agreed environment.

Defects must be reported without delay and in comprehensible form in accordance with § 377 UGB. Improvement takes precedence over price reduction or cancellation of the contract. The presumption of defectiveness under § 924 ABGB is excluded.

The warranty period is six (6) months from handover. The Client's warranty rights and any claims arising from them lapse in any event one (1) month after the end of the warranty period. The right to raise a defence against the fee claim within the meaning of § 933 (3) ABGB is excluded.

The update obligation under § 7 VGG in conjunction with § 1 (3) VGG is excluded in its entirety unless expressly agreed otherwise. Updates are therefore governed solely by what the parties have agreed in respect of them.

Where the order concerns the modification or extension of existing programmes, the warranty relates to that modification or extension. This does not revive the warranty for the original programme.

No warranty is given for defects arising from improper operation, modified system components, interfaces or parameters, or for programmes subsequently altered by the Client or third parties.

For consumers the statutory warranty provisions of §§ 922 ff ABGB and, where applicable, the Consumer Warranty Act (VGG) apply. The warranty period is two years. The reduction to six months provided for business clients does not apply to consumers.

The consumer's rights to improvement, replacement, price reduction and cancellation of the contract remain fully intact. The presumption of defectiveness under § 924 ABGB and § 11 VGG is not excluded, and there is no duty to give notice of defects.

The statutory update obligation under § 7 VGG is not excluded towards consumers. The scope and duration of updates follow the contractual agreement on the specific service; absent a different agreement, the statutory period applies.

The Contractor is liable for demonstrably culpable damage only in the event of gross negligence or intent. Liability for culpable personal injury is unlimited.

Liability for indirect damage, in particular loss of profit, costs of business interruption, loss of data or third-party claims, is excluded.

Claims for damages become time-barred under the statutory provisions, but at the latest one year after the damage and the party causing it become known.

Where data backup has been expressly agreed as a service, liability for loss of data is not excluded but is limited, for restoration of the data, to 10 % of the order value per event of damage and to a maximum of EUR 15,000.

Towards consumers the Contractor is liable in accordance with the statutory provisions. Liability is unlimited for personal injury and in cases of intent and gross negligence. Liability for slight negligence in breach of obligations essential to the contract is not limited. Statutory limitation periods are not shortened.

If a bindingly agreed delivery date is exceeded through the Contractor's sole fault, the Client may withdraw from the order in text form after a reasonable grace period has expired without success.

Cancellations by the Client require the Contractor's consent. If the Contractor consents, it may charge, in addition to services already rendered and costs incurred, a cancellation fee of 30 % of the order value not yet invoiced.

The contracting parties undertake to act loyally towards each other. During the term of the contract neither party will solicit or employ the other party's staff or subcontractors without that party's consent.

Personal data is processed in accordance with the GDPR and the Austrian Data Protection Act. Details of the processing on this website are set out in the privacy policy.

Where the Contractor processes personal data on the Client's behalf as part of an order, a separate data processing agreement under Art. 28 GDPR is concluded.

Both parties undertake to treat all trade and business secrets of the other party made accessible to them as confidential and not to disclose them to third parties.

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. For consumers resident in another member state, the mandatory consumer protection provisions of their country of residence remain unaffected.

For disputes with business clients, the competent court in Vienna has exclusive jurisdiction. For consumers, § 14 KSchG applies: the consumer's general place of jurisdiction remains decisive and no divergent jurisdiction is agreed.

Should individual provisions of these terms be invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by a permissible provision that comes closest to its economic purpose.

Mediation: in the event of disputes arising from this contract that cannot be settled amicably, the parties agree to involve registered mediators (ZivMediatG) specialising in commercial mediation from the list held by the Austrian Ministry of Justice for out-of-court settlement. If no agreement can be reached on their selection or on the substance, legal steps will be taken no earlier than one month after negotiations fail. For consumers, mediation is voluntary and does not restrict access to the courts.

Amendments to these terms apply only to contracts concluded after they are published. Unilateral amendment of existing contracts is excluded.