1.1. The contractor (C) provides services in information technology for the client (CL), particularly in the areas of cybersecurity, consulting services, data center services, and infrastructure architecture, as well as in other areas that may affect the availability, confidentiality, and integrity of data. The services are not limited to the mentioned areas.
1.2. These General Terms and Conditions (GTC) apply to all current and future services provided by the C to the CL, even if no explicit reference is made to the GTC at the time of contract conclusion. The terms and conditions of the CL apply only if they have been acknowledged in writing by the C.
2.1. The exact scope of the services provided by the contractor (C) is defined in the respective offer with the Client (CL). Unless otherwise agreed, the Contractor will provide the services during the Contractor’s customary business hours as stated in the offer. The Contractor will ensure the provision and availability of the services in accordance with the respective offer.
2.2. The basis for the facilities and technology utilized by the Contractor for service provision is the qualitative and quantitative service requirements of the Client as determined based on the information provided by the Client. Should new requirements from the Client necessitate changes to the services or the technology used, the Contractor will, at the Client’s request, submit an appropriate offer.
2.3. The Contractor is entitled to change the facilities used to provide services at their discretion, provided that no impairment of the services is expected.
2.4. Services provided by the Contractor that are requested by the Client beyond the agreed scope of services will be reimbursed by the Client based on actual personal and material expenses at the rates valid with the Contractor at the time. This particularly includes services outside the Contractor’s usual business hours, as well as analyzing and rectifying disturbances and errors caused by improper handling or operation by the Client or other circumstances not attributable to the Contractor. Training services are also generally not included in the services and require a separate agreement.
2.5. If the Contractor arranges services of third parties at the Client’s request, these contracts are exclusively established between the Client and the third party under the respective terms and conditions of the third party. The Contractor is only responsible for the services they provide themselves.
2.6. We explicitly point out that the accessibility design, particularly concerning the Federal Disabled Persons Equalization Act (Bundes-Behindertengleichstellungsgesetz – BGStG), the Federal Act on Accessible Access to Websites and Mobile Applications (Web-Zugänglichkeits-Gesetz – WZG), or the Federal Act on Accessibility Requirements for Products and Services (Barrierefreiheitsgesetz – BaFG), which will come into effect on June 28, 2025, is not included in the offer unless individually requested by the Client. If the accessibility design has not been agreed upon, it is the Client’s responsibility to verify the service’s compliance with the relevant legal provisions.
3.1. The Client commits to support all measures necessary for the provision of services by the Contractor. The Client further agrees to take all necessary actions to fulfill the contract that are not included in the Contractor’s scope of services.
3.2. If the services are provided on-site at the Client’s location, the Client shall provide the required network components, connections, power supply including peak voltage balancing, emergency power supplies, space for installations, workstations, infrastructure, and any other necessary resources in the required extent and quality (e.g., air conditioning) free of charge. In any case, the Client is responsible for meeting the requirements for the operation of hardware as required by the respective manufacturer. The Client must also ensure the safety of the premises and buildings, including protection against water, fire, and unauthorized access. The Client is solely responsible for any special security measures (e.g., security cells) in its facilities. The Client is not entitled to give instructions of any kind to the Contractor’s employees and will direct all requests regarding service provision exclusively to the contact person designated by the Contractor.
3.3. The Client shall provide all necessary information, data, and documents required by the Contractor for the execution of the order in the form requested by the Contractor at the agreed times and at its own expense, and shall support the Contractor upon request in problem analysis and fault resolution, coordination of processing orders, and alignment of services. Changes in the Client’s workflows that may cause changes in the services to be provided by the Contractor must be discussed in advance with the Contractor regarding their technical and commercial implications.
3.4. Unless expressly included in the Contractor’s scope of services, the Client will ensure any network connection at its own risk and expense.
3.5. The Client is obliged to treat the passwords and logins necessary for using the services by the Contractor confidentially.
3.6. The Client will keep the data and information transferred to the Contractor in such a way that they can be reconstructed at any time in case of loss or damage.
3.7. The Client will fulfill all mutual obligations in a timely manner so that the Contractor is not hindered in providing the services. The Client ensures that the Contractor and/or the third parties commissioned by the Contractor receive the necessary access to the premises of the Client. The Client is responsible for ensuring that the employees of its affiliated companies or the third parties it commissions participate accordingly in fulfilling the contract.
3.8. If the Client does not fulfill its obligations on the agreed dates or to the agreed extent, the Contractor’s services shall still be deemed contractually compliant despite any possible restrictions. Timelines for the services to be provided by the Contractor will be extended accordingly. The Client will reimburse the additional expenses and/or costs incurred by the Contractor in accordance with the rates applicable to the Contractor.
3.9. The Client ensures that its employees and the third parties attributable to it handle the equipment and technologies used by the Contractor as well as any assets entrusted to it carefully; the Client is liable to the Contractor for any damage.
3.10. Unless otherwise agreed, the contributions and activities of the Client shall be free of charge.
3.11. If the Contractor provides the Client with storage space, the Client is obliged not to store any data on it whose use violates applicable law, regulatory orders, third-party rights, or agreements with third parties. Furthermore, the Client is required to check the data for viruses or other harmful components before storing them on this storage space and to implement measures that are in line with current technology.
4.1. If employees of the Contractor are taken over by the Client according to the agreements made between the contracting parties, a separate written agreement must be concluded.
5.1. Both parties may request changes to the scope of services at any time (“Change Request”). However, a requested change must include a detailed description of it, the reasons for the change, its impact on the schedule, and the costs involved, to provide the recipient of the Change Request with the opportunity for an adequate assessment. A Change Request becomes binding only upon the valid signature of both parties.
6.1. The Contractor (C) is obligated to provide the services in accordance with the contract. If the Contractor fails to deliver the services on the specified dates or does so inadequately, i.e., with significant deviations from the agreed quality standards, the Contractor is required to promptly begin remedying the deficiencies and to properly and defect-free perform its services within a reasonable time frame, by either repeating the affected services or carrying out necessary corrective measures at its discretion.
6.2. If the inadequacy is due to contributions or actions of the Client (CL) or a violation of the obligations of the Client under Section 3.9, any obligation for free remedying of the deficiencies is excluded. In these cases, the services provided by the Contractor are still considered to have been delivered according to the contract, despite any potential limitations. At the Client’s request, the Contractor will undertake a paid remediation of the defect.
6.3. The Client will support the Contractor in remedying the deficiencies and provide all necessary information. Defects that arise must be reported to the Contractor immediately in writing or via email by the Client. The Client bears any additional effort incurred in remedying the defect due to a delayed notification.
6.4. The warranty period is six (6) months. The Client’s rights under the warranty and any claims arising thereof will expire one month after the end of the respective warranty period. The possibility of a counterclaim against the payment demand in accordance with § 933 Abs 3 ABGB is excluded.
6.5. The obligation to update pursuant to § 7 VGG in conjunction with § 1 Abs 3 VGG is fully excluded unless expressly agreed otherwise. Therefore, only the relevant agreements between the contracting parties regarding updates will apply.
6.6. The provisions of this section apply mutatis mutandis to any deliveries of hardware or software products from the Contractor to the Client. § 924 ABGB “Presumption of Deficiency” is mutually excluded. For any hardware or software products provided to the Client by the Contractor from third parties, the respective warranty conditions of the manufacturer of these products take precedence over the provisions of this section. Until full payment is received, the Contractor retains ownership of all hardware and software products delivered by it.
7.1. The contractor is obligated to adhere to the performance levels and restoration times specified in the contract according to priorities. Should the contractor exceed the time limits set forth in the SLA for restoration, the contractor must pay penalties for each hour commenced of the delay until actual restoration (fulfillment) to the client as per the contract: The aforementioned penalties per year are capped at 20% of the total annual fee. Claims for damages exceeding this amount shall be excluded, unless in cases of intent or gross negligence. If penalty-triggering delays occur, they must be promptly communicated to the contractor in writing.
8.1. The Contractor (C) is liable to the Client (CL) for damages that he has caused only in cases of gross negligence and intent. This also applies to damages caused by third parties brought in by the Contractor. In cases of culpable personal injuries, the Contractor is fully liable.
8.2. Liability for indirect damages – such as lost profits, costs associated with business interruptions, data losses, or claims from third parties – is expressly excluded.
8.3. Claims for damages shall expire according to statutory provisions, but no later than one year after knowledge of the damage and the tortfeasor.
8.4. If the Contractor performs the work with the assistance of third parties and in this context warranty and/or liability claims arise against these third parties, the Contractor assigns these claims to the Client.
8.5. If data backup is expressly agreed upon as a service, liability for loss of data is not excluded, contrary to point 8.2, but limited to a maximum of EUR 10% of the contract amount per damage case, with a maximum of EUR 15,000. Any further warranty and claims for damages of the Client – regardless of the legal basis – are excluded.
8.6. The Contractor is not liable for disruptions in the telecommunications infrastructure, including telephone lines.
9.1. The compensation and terms to be paid by the Client are outlined in the contract. The statutory value-added tax will be charged additionally.
9.2. Travel time for employees of the Contractor is considered as working time. Travel time will be compensated at the agreed hourly rate. Additionally, travel costs and any accommodation expenses will be reimbursed by the Client based on actual costs incurred. Reimbursement for necessary travel and accommodation expenses will be made against an invoice or presentation of receipts (copies).
9.3. The Contractor is entitled at any time to make the provision of services dependent on the performance of advance payments or the provision of other securities by the Client in a reasonable amount.
9.4. Unless otherwise agreed in the contract, one-time compensations will be due after the provision of services, while ongoing compensations will be billed quarterly in advance. Invoices issued by the Contractor, including value-added tax, are payable within 14 days of receipt without any deduction and free of charge. For partial invoices, the payment conditions established for the total order apply analogously. A payment is considered made on the day the Contractor can dispose of it. If the Client is in default of payment, the Contractor is entitled to charge statutory default interest and all costs necessary for collection. If the Client’s default exceeds 14 days, the Contractor is entitled to suspend all services. The Contractor is furthermore entitled to declare the payment for all services already rendered due immediately, regardless of any payment terms.
9.5. The Client is permitted to set off only against a counterclaim recognized by the Contractor or legally established. The Client does not have a right of retention.
9.6. All tax liabilities arising from the contractual relationship, such as transaction fees or withholding taxes, shall be borne by the Client. Should the Contractor be held responsible for such taxes, the Client will indemnify the Contractor from any claims or lawsuits.
10.1. As long as obligations cannot be fulfilled on time or properly due to force majeure events, such as war, terrorism, natural disasters, fire, strikes, lockouts, embargoes, governmental actions, power outages, failures of transportation, telecommunications networks or data lines, legislative changes affecting the services after the contract was concluded, or any other unavailability of products, this shall not constitute a breach of contract.
11.1. Insofar as the C provides software products to the CL or allows the CL to use software products within the framework of the services, the CL shall have a non-exclusive, non-transferable, non-sublicensable right limited to the duration of the contract to use the software products in unchanged form.
11.2. For the use of software products in a network, a license is required for each simultaneous user. For the use of software products on “standalone PCs,” a license is required for each PC.
11.3. For software products provided to the CL by the C from third parties, the respective licensing provisions of the software manufacturers take precedence over the provisions of this section.
11.4. Unless a separate agreement is made, no further rights to software products are transferred to the C. The rights of the C under §§ 40d, 40e UrhG are not affected by this.
11.5. All documentation provided to the C by the CL, especially the documentation for software products, may not be duplicated or distributed in any way, whether for payment or free of charge.
11.6. The documentation necessary for operational use and the necessary passwords will be handed over on-site at the handover of the system. The system and administrator passwords as well as the system documentation will be handed over immediately after full payment is received and upon request by the AG, as long as other agreements regarding service contracts and system warranty are not compromised.
12.1. The contract comes into effect upon signature by both parties and is valid for an indefinite period. The contract may be terminated by either party with a notice period of 6 months, but not before the end of the minimum term stipulated in the contract, by registered mail.
12.2. Each party is entitled to terminate the contract prematurely and without notice for important reasons by registered mail. An important reason exists, in particular, if the respective other party, despite written warning and threat of termination, violates essential obligations under the contract or if the performance of the other party is hindered or prevented for a period of more than six months due to force majeure.
12.3. Upon termination of the contract, the client must promptly return all documents and materials provided by the contractor.
12.4. Upon request, the contractor will assist the client at the applicable hourly rates in the transition of services back to the client or to a third party designated by the client.
13.1. The privacy policy according to Articles 13 and 14 of the GDPR will be attached to the contract.
14.1. Each contracting party assures the other that it will treat all business secrets disclosed to it by the other party in connection with this contract and its execution as confidential and will not make them accessible to third parties, unless they are already generally known, or were previously known to the recipient without an obligation of confidentiality, or were disclosed or handed over to the recipient by a third party without a confidentiality obligation, or were independently developed by the recipient, or must be disclosed due to a final governmental or judicial decision.
14.2. Subcontractors affiliated with the Contractor are not considered third parties, as long as they are subject to a confidentiality obligation that is materially consistent with this provision.
15.1. The Client shall not, during the term of the contract and for a period of one year after its termination, solicit for employment any employees deployed by the Contractor to provide services, either directly or through third parties. The Client agrees to pay the Contractor a penalty amounting to twelve times the gross monthly salary last received by the respective employee from the Contractor, but not less than the collective bargaining salary of an employee in companies in the field of services related to automatic data processing and information technology at the experience level for specialized tasks (ST2).
16.1. The contracting parties designate knowledgeable and competent employees in the contract who can make or initiate the necessary decisions.
16.2. Amendments and additions to the contract must be made in writing. This also applies to the cancellation of this requirement for form.
16.3. If one or more provisions of the contract are wholly or partially ineffective or unenforceable, the validity of the remaining provisions shall not be affected. The ineffective or unenforceable provision shall be replaced by a valid provision that is closest to the economic purpose of the ineffective or unenforceable clause.
16.4. Any disposition regarding rights or obligations arising from the contract requires prior written consent from the other contracting party. However, the contractor is entitled to transfer the contract to a company that is legally affiliated with the contractor without the customer’s consent.
16.5. Unless otherwise agreed, the statutory provisions applicable between entrepreneurs shall exclusively apply according to Austrian law, even if the order is carried out abroad. For any disputes, the local jurisdiction of the competent court for the contractor’s business location is agreed upon exclusively.