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General Terms and Conditions

General Terms and Conditions
Specific Group GmbH
for project-related orders

Valid from the 1 January 2016

I.Scope of Application
  1. Supplies and services of “Specific Group Austria GmbH” (hereinafter referred to as “Contractor”) are provided in accordance with the following General Terms and Conditions (hereinafter referred to as “GTC”) and the provisions of the current price list – unless otherwise agreed in writing. Client declares that he is not a consumer in respect of the business and contracts with Contractor, as defined specifically by the Austrian Consumer Protection Law (Konsumentenschutzgesetz). If, by exception, these are also to form the basis for legal transactions with consumer in accordance with the Consumer Protection Law, they will only be applicable as far as they do not contravene mandatory provisions of there GTC.
  2. Software support: The “General Terms and Conditions for the Purchase and Supply of Software Support Services”, 2015 edition, of the Professional Association of Management Consultancy and Information Technology of the Austrian Federal Economic Chamber (Wirtschaftskammer Österreich) shall apply. If any provisions contradict the Contractor’s GTC, the Contractor’s GTC will take precedence.
  3. Programming: The “General Terms and Conditions for the Purchase and Supply of Organisational and Programming Services and Regulations on the Utilisation of Software Products”, 2015 edition, as well as the “General Terms and Conditions for Management Consultants”, June 2015 edition, of the Austrian Federal Economic Chamber shall apply. If any provisions contradict the Contractor’s GTC, the Contractor’s GTC will take precedence.
  4. These General Terms and Conditions shall apply to all present and future contractual relationships, and also in the event that no explicit reference is made to supplementary contracts. This shall apply until the Contractor notifies the Client of amendments to the GTC. Unless the Client contests the amended GTC in writing and with a valid reason within 2 weeks of notification, the amended GTC will be deemed to be accepted.
  5. Client’s GTC will not be applicable unless they are expressly approved by Contractor in writing.
  6. Provisions and declarations outside of- or contrary to these GTC will not be approved. Any alterations and additional agreements require written confirmation of the Contractor.
II.Scope and Validity of the Contract
  1. All orders and agreements will only be legally binding if they are signed by the Contractor by hand and are only binding in the scope specified on the order confirmation. Client’s conditions of purchase will not apply to the current legal transaction and all business relations.
  2. The choice of suppliers will be made by Contractor solely.
  3. A contract will not become effective until the order is confirmed by Contractor in writing, but at the latest on acceptance of the supply or service.
  4. If Contractor brokers services of third parties at the request of Client, these contracts will be between Client and the third party based on the general terms and conditions of the third party. Contractor is only responsible for the service he provides himself.
  5. In carrying out the works agreed, Contractor is free from directives by client, acts at his own discretion and under his own responsibility.
  6. Contractor is not bound to any place of work or working hours.
III.Offer Cost Estimate
  1. Unless otherwise agreed, all offers of Contractor are non-binding and do not oblige Contractor to fulfil the contract. Technical or other amendments remain expressly reserved.
  2. Details of services offered by Contractor displayed in catalogues, brochures, displays, price lists and alike are also non-binding; Only details expressed in the order confirmation or the specifications given in the contract are of relevance.
IV.Performance and Monitoring
  1. The purpose of an order can be:
  • Global and detailed analysis as preparatory work to software development
  • Creation of individual software programs
  • Development and delivery of library (standard) software programs
  • Acquisition of user rights for software products
  • Acquisition of user permissions
  • Assistance with roll-outs (user support)
  • Program maintenance
  • Provision of programs/source code
  • Other services in the field of electronic data processing
  1. Individual concepts and programs are developed in accordance with the type and scope of the information, documents and support made available by Client. This also includes test data and testing infrastructure to a sufficient extent, which Client makes available in a timely manner, during normal working hours and at his own expense. If the test unit of Client already is live, Client will be responsible for the security of the real data.
  2. The base for the creation of individual software programs is the written specification, which is based on information such as examples, access to existing systems, documents, process illustrations, etc. made available to Contractor by Client and his employees, suppliers and consultants. Information given verbally can only be considered if it is noted in minutes of meetings.
    By signing of the acceptance report, Client accepts that the specification forms the base for the implementation of the project. Other information given, communicated or imparted but not forming part of the specification will not be considered when the project is implemented. Late requests for amendments may result in separate agreements on deadlines and prices.
  3. Individually created software or program adaptations require Client to accept each program package within four weeks after delivery at the latest. This will be confirmed by Client in a protocol (a check for accuracy and completeness on the basis of the description of the service accepted by Contractor by means of the test data made available in accordance with Section IV 2). If Client fails to accept the program within the four-week period, the software supplied will be considered to be accepted by the final date of afore-mentioned period. If the software is made taken live by Client, it also will be considered to be accepted instantaneously. Any defects arising, i.e. deviations from the description of the service agreed in writing, must be reported by Client with proper documentation to Contractor, who will make every reasonable effort necessary to remedy the defect in a timely manner. In the event that essential defects have been notified in writing, i.e. that operation cannot be commenced or continued, a renewed acceptance will be required after the defects have been remedied. Client does not have
    the right to decline the software on account of minor defects.
  4. In confirming orders of library (standard) programs, Client confirms he is aware of the scope of the service of the program ordered.
  5. If, during the course of the works, the implementation of the contract in accordance with the description of the service should prove to be actually or legally impossible, Contractor will be obliged to inform the Client of this immediately. If Client fails to amend the description of the service in such a way as to enable, i.e. creates conditions for, its implementation, the Contractor may refuse to implement the services requested. If the services of a contract cannot be implemented as a result of an act of negligence on the part of Client or a subsequent amendment to the description of the service by Client, Contractor will be entitled to withdraw from the contract. The cost and expenses incurred to date by Contractor, plus all dismantling costs, have to be reimbursed by Client.
  6. Physical provision of software code (drives, discs, etc.), documentation and description of service is sent at Client’s own expense and risk. Additional training and explanations requested by Client will be invoiced separately. Insurance will only be taken out at the request of Client.
  7. If the content (software, software updates, etc.) is uploaded via an Internet connection onto a server attributable to Client (Client’s server, Cloud Services, etc.), this infrastructure must satisfy all technical and legal requirements for the usability and security of the content to be made available. Contractor accepts no liability for any defects of the content, consequences of default, or other failures or malfunctions of any kind caused by interfaces (servers) not created or maintained by him. It is the sole responsibility of Client to ensure that the technical and legal conditions are in place for the transfer and operation of the services provided by the Client. Contractor must advise Client when placing the order of all conditions, guidelines and limitations with respect to the transfer of data over a server not attributable to Contractor.
  8. Contractor is entitled to appoint subcontractors at his own will in full or in part for the implementation of the order, and to allow his duties to be carried out by third parties in full or in part.
  9. The contractual services shall be provided by Contractor, unless otherwise agreed, in a manner appropriate to the industry selected by Contractor within Contractor’s normal working hours. If, at the request of Client or due to urgent circumstances, a service is provided outside of normal working hours, additional cost will be invoiced separately.
  10. Unless otherwise agreed upon, Contractor is not obliged to supply a user- or project manual, other documentation, or to provide further training.
  11. If training is ordered by the Client at separate charge, this may be provided at the location to be determined by Client. Additional training and any programming, updating, amendments, upgrading or ongoing maintenance of software and documentation, etc. must be agreed separately and paid for at the applicable rates of Contractor.
V.The Client’s Obligation to Cooperate
  1. Client is to takes whatever measures necessary to enable the Contractor to carry out his services. Client also ensures to take care of measures necessary for Contractor to fulfil the underlying contract – which are not part of Contractors scope of services.
  2. If the services are carried out on Client’s premises, Client will make the required network components, connections, power supply, floorspace for equipment, work spaces and server infrastructure available to the Contractor free of charge and will ensure quality required for the latter to carry out his services.
  3. Client will, at his own expense and within the timelines agreed, make all required information, data and documents available to Contractor in the form required by the latter to enable Contractor to implement the order, and will support Contractor with problem analysis and trouble-shooting, the coordination of processing jobs and coordination of the services. Changes in workflows, schedules, etc to work on Client’s premises that may cause changes to the services to be carried out by Contractor require prior agreement by Contractor.
  4. Client must fulfil his obligations to cooperate in a timely manner, thereby ensuring that Contractor is not blocked in any way to perform his services. Client will ensure that Contractor and/or the third parties commissioned by Contractor for carrying out the services are given access to Client’s premises.
  5. Client is responsible for ensuring that staff involved in the implementation of the Contract, companies associated with him or third parties commissioned by him cooperate in the implementation of the Contract accordingly.
  6. Client must ensure that the basic organisational conditions for the fulfilment of the consultancy contract at his registered office allow for the work to be done with as little disturbance as possible and, hence, to promote rapid progress in the consultancy process.
  7. Client must ensure that Contractor is provided with all documents necessary for the fulfilment and implementation of the consultancy contract, without Contractor’s having to make a special request for this, and that Contractor is made aware of all procedures and circumstances that are of importance for the implementation of the consultancy contract. This also applies to all documents, procedures and circumstances of which Contractor only becomes aware during his activities.
  8. Unless otherwise agreed, the provisions and cooperation of Client are free of charge.
VI.Date of Delivery
  1. The agreed date of delivery is non-binding and subject to timely provision of data/requirements etc. to Contractor.
  2. Contractor will endeavour to adhere to the agreed date for the fulfilment (completion) as closely as possible.
  3. The target completion dates can only be kept if Client makes all necessary works and documents, in particular the description of the service approved by him, available in full within the timeline set by Contractor, and fulfils his obligation to cooperate to the extent required. Contractor cannot be held liable for, or considered to be in default with respect to, delays in delivery and cost increases arising as a result of incorrect, incomplete or subsequently amended details, information or documents made available. Any additional cost arising out of this have to be borne by Client.
  4. Contractor reserves the right to provide partial services and deliveries and to submit invoices for them.
  5. In the event of a temporary and unforeseeable impediment to the service for which Contractor is not liable, the agreed deadline will be extended and the agreed date will be deferred until the expiry of the duration of this impediment. Such an impediment to the service may be in the form of government intervention, actions by unions, transport or power failure, non-foreseeable delivery failure by providers of advance deliveries (all of the above also applies to companies employed by Contractor for the fulfilment of this Contract), as well as force majeure circumstances. Any claims for damages made by Client in connection with the above will not be considered.
  6. In the event that the service cannot be provided for reasons for which Client is responsible, Contractor will be entitled to withdraw from Contract if the Client fails to comply within a reasonable extension period as set by Contractor. In this case, Client must reimburse Contractor for his expenses for work already carried out and for necessary rescission of services already provided as a result of the withdrawal from the Contract. If it is not possible or feasible to reimburse Contractor for the services already provided, Client must compensate Contractor to the amount of their market value.
VII.Payment, Taxes and Fees
  1. All prices are quoted in Euros exclusive of VAT. They only apply to the present order. Prices given are from the Contractor’s local registered or branch office. Cost of program carriers and hosting as well as any contractual fees, cost for packaging, transport cost, transport insurance, installation cost and support cost will be itemised in the invoice to the Client in accordance with legal provisions.
  2. List prices valid on the date of delivery will apply to library (standard) programs. For all other services (organisational consultancy, programming, training, conversion support, telephone consultancy, consultancy, etc.) work will be charged at the rates applicable on the date the service is provided. Contract price deviations in respect of the amount of time required to provide the service, for which Contractor is not liable, will be calculated according to the actual time spent.
  3. Client will be invoiced for travel expenses, daily allowances and overnight allowances, as well as any cash expenditures as soon as they arise at the applicable rates. Travel time will be billed as work time.
  4. If partial payments are agreed with respect to a demand that became due, a default on a single partial payment, will result in the whole amount falling due for payment immediately. The failure to make payments agreed will, at any rate, entitle the Contractor to discontinue the ongoing work and to withdraw from the Contract. Client will be liable to pay all cost incurred therein, plus any loss of profits.
  5. Contractor reserves the right to deliver to Client only against advance payment.
  6. The payment conditions applicable to the whole amount shall also apply to partial payments in the same way.
  7. With orders that cover a number of units (e.g. programs and/or training, completion in stages), Contractor is entitled to invoice each unit or service individually upon delivery.
  8. If a service has been provided and Contractor withdraws from the Contract on account of a payment default on the part of Client following a reasonable extension period, Client will be liable to pay a penalty of a minimum of 15% of the purchase price as a minimum compensation amount, in addition to the expenses mentioned in Section VII of these GTC. This does not affect Contractor’s right to make an additional claim for damages.
  9. If payment deadlines are not complied with, Contractor will be entitled to claim interest of 10% for late-payment without issuing demand notices. This does not affect his right to make an additional claim for damages. If Contractor has issued demand notices, he is entitled to charge Client a handling fee of € 35.00 per demand notice, plus postage for his own demand notices, or, if a demand order is issued, the standard cost of a debt-collection service or a solicitor. All court cost accrued will be passed on to Client.
  10. If implementation of the agreed work is discontinued by Contractor caused by Client, or on account of a justifiable premature termination of the contractual relationship, Contractor reserves the right to claim payment for the entire fee agreed, minus expenses not incurred. In case of an agreed fee at an hourly rate, the fee for the number of hours that can be expected for all of the work agreed, minus expenses not incurred, must be paid. The expenses not incurred shall be calculated as a lump sum consisting of 30% of the fee required for those services that the Contractor has not provided by the date of the termination of the Contract.
  11. Contractor also has the right to submit invoices to the Client electronically. Client gives his explicit consent to receiving invoices from the Contractor electronically.
  12. Unless otherwise agreed, invoices will become due immediately on receipt. All payments must be made free of charges and without deductions. Transfers are made at Client’s own risk. Collection expenses and discount charges will be borne by Client.
  13. Objections to the demands made in invoices must be raised by Client in writing within 30 days of the date of the invoice, otherwise the demand will be deemed to be accepted.
  14. Client does not have the right to withhold payments on grounds of incomplete deliveries, guarantee or warranty claims or deficiencies. Client may only offset claims made by Contractor against claims determined by a court of law or expressly acknowledged in writing by Contractor. Client has no right to withhold payment.
VIII.Retention of Title
  1. Contractor reserves the right to retain the title and the user rights to the service provided until payment of all, including future, demands arising out of the business relationship is made in full. Client will only acquire the user rights specified in the Contract with the full acquisition of the title to the service provided.
  2. The transfer of the goods subject to retention of title to third parties is expressly forbidden.
  3. In the event of a payment default, and also from other and future deliveries and services of Contractor to the Client, or in the event of the loss of the Client’s assets, Contractor may prohibit the further use of the service provided in order to enforce the retention of title. Client is not entitled to bring the service into operation until the purchase price has been paid in full.
IX.Copyright and Usage
  1. Contractor or his licence issuers hold the copyright to the agreed services (programs, documentation, etc.). Client shall only acquire the right to use the software after payment of the agreed fee in full, exclusively for his own purposes, and only for the hardware specified in the Contract and in accordance with the number of licences acquired for simultaneous use on multiple work stations. The present Contract has only enabled a user permission to be acquired. A distribution by Client is not allowed under the Copyright Law. No rights to the use specified in the present Contract shall be acquired through Client’s cooperation on the creation of the software. Any breach of the Copyright Law by Client may entail a claim for damages, in which case full compensation must be paid.
  2. Client is permitted to make copies for archiving and data protection purposes on condition that no explicit prohibition has been imposed by the licence issuer or third parties, and that all copyright and proprietary notices in these copies remain unaltered.
  3. Should interfaces be necessary for Clients live environment, Contractor is to create and document them for separate fees. If Contractor does not comply with this request and a de-compilation is done in accordance with the Copyright Law, the results may only be used for the production of the interoperability. Misuse may result in a claim for damages.
  4. Contractor’s offers, design documents such as specifications, plans or drawings, patterns, catalogues, illustrations as well as other technical documents and similar shall remain the intellectual property of Contractor and are subject to the relevant intellectual property provisions, with particular regard to reproduction, imitation, competition and data protection.
  5. A contravention of these provisions by Client will entitle Contractor to terminate Contract prematurely with immediate effect and to take further legal action, in particular injunctive relief and/or a claim for damages.
X.Industrial Property Rights and Copyrights of Third Parties

Contractor accepts no responsibility for ensuring that the contractual products do not infringe any industrial property rights or the copyrights of third parties. Contractor reserves the right to refer Client to copyright and licence infringements. Contractor is not obliged to check property rights and copyrights of third parties or to advise Client of errors therein. Contractor also does not accept any liability for Client’s use of a copyright-protected product (e.g. software) without the necessary licences being in place. This will also apply if Contractor has to assume this. Client must make his own arrangements to ensure that all licences and their safekeeping are complete.

XI.Warranty, Maintenance, Modifications
  1. The Parties are aware that, based on the general rules of software development, it is not possible to eliminate all defects in software under all conditions of application.
  2. Technical data and descriptions do not in themselves constitute any assurance of specific properties. The Contractor cannot, therefore, be held liable for any public statements or advertisements in respect of the goods or services pertaining to this Contract in accordance with § 922 of the AGBG (Law on General Terms and Conditions) or for product specimens in circulation or samples of these products. Contractor accepts no responsibility for ensuring that the program functions comply with Client’s requirements or are compatible with the selection made by the latter.
  3. The warranty does not cover normal wear and tear, improper use, operational errors, negligence on the part of Client, operation under the wrong current or voltage, fire, lightning, explosion, or current surges on the electrical mains, dampness of any kind and incorrect or lacking processing data and/or tools. Nor will the warranty be valid if the serial number, type designation or similar markings have been removed or rendered illegible.
  4. Unless otherwise agreed, the warranty period is six months with transfer of risk. Claims made under the warranty are not transferable.
  5. All parts of software replaced will become the property of Contractor.
  6. If an examination finds that there is no case for warranty, Contractor will be entitled to re-charge all cost and expenses incurred.
  7. Client is obliged to carry out a thorough check of the programs provided. Contractor must be notified in writing of any faults or application defects found during the check within a reasonable time scale, at the latest, however, within 4 weeks of the delivery of the agreed service or individual software, in accordance with Section IV 4. Client’s notification of the defects should include precise details of the type of defect, the application in which the defect has occurred, and all actions already taken internally to remedy the defect. If a notification of the defects is not submitted, or is not submitted within the time scale stated, the program provided is deemed accepted. Based on the notification of the defects, Contractor will carry out a defects analysis and, depending on the type and extent of the defect, make arrangements to rectify the defect promptly. Client will be obliged to cooperate in the appropriate manner in accordance with a defects rectification procedure, if applicable. Should the analysis fail to find any defects that Contractor is obliged to rectify, all expenses incurred by Contractor in connection with the analysis of the defects may be re-charged to Client at the agreed hourly rates.
    In the event of a justifiable defects complaint, the defects must be rectified within a reasonable time scale, and Client must enable Contractor to take all necessary steps to examine and remedy the defects.
    In the case of warranty, an improvement takes precedence over a price reduction or alteration.
  8. Client must provide proof of a defect occurring prior to the hand-over of the product and within the warranty period. The assumption of a defect in accordance with § 924 of the ABGB (the Austrian General Civil Code) is precluded.
  9. Amendments and additions in respect of fixed-price projects up until the hand-over of the agreed service that prove to be necessary as a result of organisational and programming defects caused by Contractor will be completed by Contractor free of charge.
  10. Assistance, defects diagnosis and the rectification of defects and faults caused by Client, as well as other corrections, modifications and additions will be carried out by Contractor for a charge. This also applies to the rectification of defects if program modifications, additions or other interventions have been made by Client himself or by third parties.
  11. Contractor accepts no liability for faults, defects or damage attributable to improper use, modified operational system components, interfaces and parameters, the use of unsuitable organisational means and data carriers, if such are required, abnormal operating conditions (in particular, deviations from installation and storage conditions), as well as damage during transportation. It is the sole responsibility of Client to ensure that the
    spatial and technical conditions are in place for the use of the services provided by Contractor.
  12. Contractor’s warranty does not apply in cases where programs have been modified later by the programmers of Client or third parties.
  13. If the object of the Contract is to modify or add to existing programs, the warranty covers the modification or addition. The warranty will not cover the original program.
XII.Inspection and Transfer of Risk

If no defect is reported, the product will be deemed to be delivered in full and in the proper manner, unless it concerns a fault which was not discernible at the inspection. Client’s acceptance of the goods may not be refused on the grounds of insignificant defects that do not affect the functionality of the items supplied.

XIII.Liability and Compensation
  1. Contractor will be liable for damages, provided that intent or serious negligence can be proven, in accordance with the provisions of the law. No liability can be accepted for minor negligence. Compensation for consequential damages and financial losses, savings not achieved, the loss of interest and for damages from third-party claims against Contractor will not be paid in any event, insofar as this is permissible in law.
  2. Claims for compensation by Client may only be referred to court within six months of the date of knowledge of the damage and the party at fault, at the latest, however, within three years of the incident giving rise to the claim.
  3. Client must provide proof in each case that the damage occurred through the fault of Contractor.
  4. Contractor is not obliged to check the content or accuracy of Client’s or the third party’s data given to him by the latter for processing, storage or transport. Should Contractor sustain damages or additional expenses as a result of the fact that the data made available to him by the Client reveal illegal contents or are not in a condition that would make them suitable for carrying out the service, Client shall be held liable for this.

Both parties agree to mutual loyalty and agree to not solicit and employ any (freelance) employees regardless of their legal employment status who worked or collaborated on joint projects during the duration of the contract and 12 months after termination of the contract. This non-solicitation clause is applicable for direct or indirect hires through partners and affiliated companies according to § 189a Z 8 UGB. The contracting parties agree that this ban also serves to protect knowledge of the business operations and trade secrets of the respective contractual partner. A violation of this constitutes a targeted attempt to cause damage by the violating partner and obliges the violating partner to pay lump sum damages in the amount of the employee’s annual salary or the annual fee of another contractual partner, but at least EUR 50,000.00 plus statutory sales tax, payable to the other contractual partner.

XV.Data Protection
  1. Contractor has the right to use and process the personal data entrusted to him for the intended purpose of the Contract only. Client guarantees Contractor that all measures necessary for this, in particular those stipulated in the Data Protection Law (Datenschutzgesetz), such as declarations of consent of the Parties involved, will be taken.
  2. Except in the event of a written cancellation, Contractor is entitled to have Client’s company mentioned as a reference customer in reference lists, whether this is in printed, electronic or other form, in editorial contributions, publications on the Internet or on data carriers. Text and image elements that are offered for downloading on Client’s company site in the Internet may be used by Contractor. Client’s company symbols and/or logo may also be used for the purpose of the reference.
XVI.Severability Clause

Should individual clauses of this Contract be invalid or become invalid, this will not affect the contents of the
remaining part of the Contract. The Parties to the Contract will cooperate as partners to find a regulation that comes as close as possible to the invalid clause.

XVII.Other Clauses
  1. Client does not have the right to transfer his claims from the Contract.
  2. Client explicitly agrees that his data may be processed electronically.
  3. Client waives the rescission of the Contract on the grounds of error.
XVIII.Duration of the Contract and Right of Withdrawal
  1. This Contract shall end, in principle, on conclusion of the project. Unless otherwise agreed, all contractual relationships may be terminated by Client by giving three months’ notice in writing, and by Contractor by giving six months’ notice in writing up to the last day of each calendar month, without notification of the reasons.
  2. Contractor also has the right to terminate the Contract in respect of individual parts. Client will only be entitled to such termination if this is expressly agreed.
  3. Notwithstanding this, the Contract may be rescinded by either Party at any time if there are important reasons for doing so, in which case a notice period shall not apply. An important reason may be, specifically:
  • if a Party to the Contract is in breach of essential contractual obligations, or
  • if insolvency proceedings are initiated against a Party or the petition for bankruptcy is rejected for lack of sufficient assets to cover the costs.
  1. In the event that an agreed delivery time is exceeded solely through the fault or unlawful actions of Contractor, Client will be entitled to cancel the order concerned by sending a registered letter. This will also apply if a significant part of the agreed service is not provided within a reasonable extension period through no fault of Client.
  2. Contractor will be released from his obligation to deliver, or allowed to set a new date for the agreed delivery, in the case of force majeure circumstances, industrial disputes, natural disasters and obstructions to transport, or other circumstances beyond the control of the Contractor.
  3. Cancellations by Client are only possible with the written consent of Contractor. If Contractor agrees to a cancellation, he will be entitled to charge a cancellation fee in the amount of 30% of the unbilled Contract value for the overall project, in addition to the services provided and accrued costs.
XIX.Final Conditions
  1. Unless otherwise agreed, the legal provisions applicable to registered traders shall apply exclusively in accordance with Austrian law, even if the order is realised abroad. It is agreed that, in the event of any disputes, the relevant jurisdiction will be exclusively the local jurisdiction of the competent court for the registered office of Contractor. For sales to consumers pursuant to the Consumer Protection Law, the above-mentioned conditions will only apply insofar as the Consumer Protection Law does not prescribe any other regulations.
  2. Client and Contractor agree not to disclose the trade secrets of the other Party. Trade secret is understood to refer to all business-related facts of technical or commercial nature that are made known for the purposes of this Contract and all confidential business and operational processes and facilities. This shall apply irrespective of how the Party to the Contract has obtained such knowledge. Contraventions of this duty of confidentiality include, in particular but not exclusively: any disclosure or passing on of the access code to the Licensed Services, of the software itself, or of intentions, ideas, plans or printed matter, documents, customer data and other information of any kind, irrespective of whether the above information is disclosed or passed on orally, in writing, electronically or in any other manner. Both Parties shall endeavour to ensure that all staff and suppliers involved
    comply with this duty of confidentiality.
  3. Amendments to the Contract and these GTC need to be made in writing; as does a deviation from this requirement. There is no provision for ancillary agreements made verbally.
  4. The GTC and the relevant texts of the Austrian Federal Economic Chamber will be published on the website and will be deemed to be duly noted on conclusion of the Contract. If requested, a printed version can be provided to Client.
  5. The Convention on the International Sale of Goods (CISG) and the referral provisions of the IPRG (Austrian International Private Law) shall not apply under any circumstances.
  6. The law of the Republic of Austria shall apply. The place of jurisdiction is Vienna.