GENERAL TERMS AND CONDITIONS OF BUSINESS

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1. Scope and validity of the contract

1.1. The following conditions apply to all services and deliveries that the contractor carries out within the framework of this contract for the computer systems installed in Austria. The client's purchasing conditions are hereby excluded for the legal transaction in question and the entire business relationship.
Offers are generally subject to change.

2. Scope of Services
2.1. Unless otherwise agreed, the Contractor shall perform the contractual services at the location of the computer system or at the Contractor's business premises during the Contractor's normal working hours, at his discretion. If, in exceptional cases and at the Client's request, services are provided outside of normal working hours, the additional costs will be invoiced separately. The Contractor is responsible for selecting the employee who will provide the contractual services, and is entitled to use third parties for this purpose.
2.2. The Contractor undertakes to provide the software programs covered by the contract in accordance with the scope of services of the following contractually agreed support class:
Support Class A:
- Information service:
The client will be informed about new program statuses, available updates, program developments, etc.
- Hotline service:
The contractor will be available to the client during the contractor's agreed hotline hours for advice on any problems that may arise in connection with the use of the software programs covered by the contract. If this advice is used repeatedly for similar problems, the contractor is entitled to make further advice covered by the contract dependent on additional, chargeable training measures outside of this contract.
- Archiving and provision of the contractual software programs:
The Contractor undertakes to archive the software programs developed by him and which are the subject of the contract in a computer-readable form as well as the documentation to the extent necessary to fulfil the obligations under this contract and, if necessary, to make these available to the Client in accordance with the provisions of the contract underlying the purchase.
Support class B:
- Update Service:
The contractor will provide the client with the program updates provided by the manufacturer at the date specified by the contractor. These include corrections to errors, elimination of any program problems that do not occur during the test run or during practical use within the warranty period, improvements to the scope of services, and changes to the software programs due to legal changes.
Legal changes that lead to new program logic, i.e. changes to existing functions that lead to new programs and program modules, as well as any necessary hardware extensions, are not covered by this contract. These programs will be offered to the client separately, along with the necessary data storage media and documentation.
Support class C:
- Installation of program updates:
The contractor is responsible for installing or setting up the new program updates on the computer system covered by the contract.
- On-site troubleshooting:
If the problem solving of the contractually agreed scope of services cannot be solved by hotline service, remote support, etc., the contractor will carry out this at the location of the computer system.
2.3. An error that requires treatment exists if the software program that is the subject of the contract exhibits behavior that deviates from the corresponding service description/documentation in the latest valid version and this can be reproduced by the client.
Complaints about defects must be sent to the contractor in writing. In order to investigate any errors that may occur in detail, the client is obliged to make the computer system it uses (in the case of systems connected online with other computers, also the corresponding connection), software programs, protocols, diagnostic documents and data available to the contractor free of charge for testing purposes during normal working hours and to support the contractor. Any errors identified for which the contractor is responsible must be resolved by the contractor within a reasonable period of time:
The Contractor is released from this obligation if defects within the Client's sphere of influence hinder this and are not remedied by the Client.
The error will be resolved through a software update or appropriate workarounds.

3. Services not covered by this contract
3.1 Unless explicitly provided otherwise in this contract, the costs for travel, accommodation and travel time for the Contractor's persons commissioned to carry out the service.
3.2. In the event of unauthorized use of services, the Contractor is entitled to invoice the Client for the costs incurred at the applicable cost rates.
3.3. Services that are caused by changes to the operating system, hardware and/or by changes to mutually program-dependent software programs and interfaces that are not the subject of the contract.
3.4. Individual program adjustments or reprogramming.
3.5. Program changes due to changes in legal regulations if they require a change in the program logic.
3.6. The Contractor shall be released from all obligations arising from this contract if program changes in the software programs covered by the contract are carried out by employees of the Client or third parties without the prior consent of the Contractor, or if the software programs are not used in accordance with their intended purpose.
3.7. A barrier-free design within the meaning of the Federal Act on Equal Opportunities for People with Disabilities (Federal Disability Equality Act – BGStG)”, this can be requested separately.
3.8. The elimination of errors caused by the Client or third parties.
3.9. Losses or damages arising directly or indirectly from acts or omissions in the operation of the Client or User.
3.10. Data conversions, data recovery and interface adjustments.

4. Prices
4.1. The prices quoted are ex place of performance. The costs of program media (e.g. CD, DVD, USB, HDD, SSD, magnetic tapes, magnetic disks, magnetic tape cassettes, etc.) as well as documentation and any contract fees will be invoiced separately.
4.2. For services that can be provided at the Contractor's business premises, but are exceptionally provided at the Client's premises at the Client's request, the Client shall bear the costs for travel, accommodation and travel time for the Contractor's personnel commissioned to carry out the service.
4.3. If wage and material costs or other costs and charges increase after the contract has been concluded, the Contractor is entitled to increase the lump sums shown overleaf accordingly and to charge them to the Client from the beginning of the month following the increase. The Client is deemed to have accepted the increases from the outset if they do not exceed 10% per year.
4.4. All fees and taxes (in particular VAT) are calculated based on the applicable legal situation. If the tax authorities subsequently impose additional taxes or duties, these will be borne by the client.

5. Delivery dates
5.1 The Contractor shall endeavour to respond to the Client’s respective enquiries within a reasonable period of time during the Contractor’s normal working hours.
5.2. The Client shall have no right to withdraw from the contract or to claim damages if the agreed deadlines are exceeded.
5.3 Partial deliveries and advance deliveries are permitted.

6th payment
6.1 The agreed flat-rate costs are to be paid in advance by the Client for the calendar year/partial year.
6.2. Invoices issued by the Contractor are due 14 days after the invoice date without deduction and free of charge.
6.3. Compliance with the agreed payment dates is an essential condition for the execution of the delivery or contract fulfilment by the contractor. Failure to comply with the agreed payments entitles the contractor to stop the ongoing work and to withdraw from the contract. All associated costs and loss of profit are to be borne by the client. In the event of late payment, default interest will be charged at the usual bank rate. In the event of failure to comply with two installments of partial payments, the contractor is entitled to declare the deadline lost and to demand payment of any acceptances submitted.
6.4. The Client is not entitled to withhold payments due to incomplete delivery, guarantee or warranty claims or complaints.

7. Contract duration
7.1. The contractual relationship, which requires the professional installation of the properly purchased software program, begins with the signing of the contract and is concluded for an indefinite period. This contract can be terminated in writing by one of the contracting parties with a notice period of 3 months to the end of a calendar year, but no earlier than after the end of the 36th month of the contract. If the software program that is the subject of the contract is demonstrably taken out of service or is lost, the contractual relationship can be terminated early with a notice period of three months. In this case, the pro rata part of the annual flat rate for the unused service will be transferred to an Austrian bank account to be specified by the client.

8. Performance Disorders
8.1. The Contractor undertakes to provide the services in accordance with the contract. If the Contractor does not provide the services at the scheduled times or only provides them in a defective manner, i.e. with significant deviations from the agreed quality standards, the Contractor is obliged to start remedying the defects immediately and to provide its services properly and without defects within a reasonable period of time by repeating the affected services or carrying out any necessary remedial work at its discretion.
8.2. If the defect is due to the provision or cooperation of the client or to a breach of the client's obligations under point 3.9, any obligation to remedy the defect free of charge is excluded. In these cases, the services provided by the contractor are still deemed to have been provided in accordance with the contract despite possible restrictions. At the client's request, the contractor will remedy the defect for a fee.
8.3. The client will support the contractor in rectifying defects and provide all necessary information. Any defects that occur must be reported to the contractor immediately in writing or by email. The client will bear the additional costs of rectifying defects caused by a late report.
8.4. The warranty period is 6 months. However, complaints about defects are only valid if they concern reproducible defects and if they are documented in writing within 4 weeks of delivery of the agreed service. In the case of a warranty, improvement takes precedence over price reduction or cancellation. If the complaint about defects is justified, the defects will be remedied within a reasonable period of time, whereby the client will enable the contractor to take all measures necessary to investigate and remedy the defect. The reversal of the burden of proof, i.e. the obligation of the contractor to prove his innocence of the defect, is excluded.

9. Liability
9.1. The contractor is liable to the client for damages that are demonstrably caused by him only in the event of gross negligence. This also applies mutatis mutandis to damages caused by third parties engaged by the contractor. In the event of personal injury caused by negligence, the contractor is liable without limitation.
9.2 Liability for indirect damages - such as lost profits, costs associated with business interruptions, data losses or third-party claims - is expressly excluded.
9.3. Claims for damages shall expire in accordance with the statutory provisions, but no later than one year after knowledge of the damage and the person responsible.
9.4. If the Contractor carries out the work with the assistance of third parties and in this connection warranty and/or liability claims arise against these third parties, the Contractor shall assign these claims to the Client. In this case, the Client will primarily hold these third parties liable.
9.5. To the extent and for as long as obligations cannot be fulfilled on time or properly due to force majeure, such as war, terrorism, natural disasters, fire, strikes, lockouts, embargoes, sovereign interventions, power failure, failure of means of transport, failure of telecommunications networks or data lines, changes in the law affecting the services after conclusion of the contract or other unavailability of products, this does not constitute a breach of contract.

10th location
10.1. The location of the computer systems covered by the contract is contractually specified. If the location of the computer systems changes, the contractor is entitled to re-determine the flat rate or terminate the contract early.

11. Copyright and Use
11.1. All copyrights to the agreed services (programs, documentation, etc.) belong to the contractor or its licensors. After payment of the agreed fee, the client receives the exclusive right to use the software exclusively for his own purposes, only for the hardware specified in the contract and to the extent of the number of licenses purchased for simultaneous use on several workstations. This contract merely grants a license to use the work. Distribution by the client is excluded under copyright law. The client's involvement in the production of the software does not grant him any rights beyond the use specified in this contract. Any violation of the contractor's copyrights will result in claims for damages, in which case full compensation must be paid.
11.2. The Client is permitted to make copies for archiving and data backup purposes on the condition that the software does not contain an express prohibition by the Licensor or third parties and that all copyright and ownership notices are transferred unchanged to these copies.
11.3. If the disclosure of interfaces is necessary to achieve interoperability of the software in question, the client must request this from the contractor against reimbursement of costs. If the contractor does not comply with this requirement and decompilation is carried out in accordance with copyright law, the results are to be used exclusively to achieve interoperability. Misuse will result in compensation for damages.

12. Loyalty
12.1. The contracting parties undertake to be loyal to each other. They will refrain from any poaching or employment, including through third parties, of employees of the other contracting party who have worked on the implementation of the orders during the term of the contract and for 12 months after termination of the contract. The contracting party violating this obligation is obliged to pay lump-sum compensation in the amount of one year's salary of the employee.

13. Confidentiality
13.1 The Contractor shall require its employees to comply with the provisions of Section 6 of the Data Protection Act.

14. Miscellaneous
14.1. 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 solution that comes as close as possible to the invalid provisions.

15. Final provisions
15.1. Unless otherwise agreed, the legal provisions applicable between companies shall apply exclusively under Austrian law, even if the order is carried out abroad. In the event of any disputes, the local jurisdiction of the court with jurisdiction for the contractor's place of business shall be deemed to be agreed. 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 stipulate other mandatory provisions. Failure to comply with essential contractual components entitles the contracting parties to terminate the contract prematurely without notice.
15.2. Changes and additions to the contract must be made in writing. This also applies to the cancellation of this formal requirement.
15.3. If one or more provisions of the contract are or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid or unenforceable clause.
15.4. Any disposal of the rights or obligations arising from the contract requires the prior written consent of the other contracting party. However, the Contractor is entitled to transfer the contract to a company affiliated with the Contractor under group law, even without the consent of the Client.
15.5 The Contractor is entitled to use third parties to fulfil its obligations in whole or in part.



The Association of Management Consulting and Information Technology recommends
business-friendly means of dispute resolution following mediation clause:

In the event of disputes arising from this contract that cannot be resolved amicably
The contracting parties agree to mutually agree on
mediators registered for the out-of-court settlement of the conflict (ZivMediatG)
with a focus on business mediation from the list of the Ministry of Justice
If there is no agreement on the selection of the business mediators or on the content
Agreement can be reached, will be made at the earliest one month from
If the negotiations fail, legal action will be taken.

In the event of a mediation that does not take place or is terminated,
Any legal proceedings that may be initiated shall be governed by Austrian law.
All necessary measures initiated as a result of a previous mediation
Expenses, in particular those for a
Legal advisor, may, as agreed, appear in a court or
arbitration proceedings as “pre-litigation costs”.

Questions about the General Terms and Conditions should be directed to us at info@websaleexpert.com.