General terms and conditions

The General Terms and Conditions of hs2n Informationstechnologie GmbH are based on the "General Terms and Conditions for the Sale and Delivery of Software Support Services" of the Professional Association of Management Consultants and Information Technology Experts of the Austrian Federal Economic Chamber.

1. scope and validity of the contract

The following terms and conditions shall apply to all services and deliveries provided by Seller under this Agreement in connection with computer systems installed in Austria. The Purchaser’s terms and conditions of purchase shall have no legal force, neither in connection with the transactions which are the subject of this Agreement, nor in connection with the entirety of our business relations. All offers are subject to change.

2. scope of services

2.1 Unless otherwise agreed, the contractual services shall be provided by the Seller at its discretion either at the location of the computer system or at the Seller’s business premises during the Seller’s usual business hours. If, as an exception, the customer wishes the service to be provided outside normal business hours, the additional costs shall be invoiced separately. The selection of personnel for the provision of the contractual services is the responsibility of the Seller, who may call in third parties.

2.2 The Seller undertakes to deliver the software programs that are the subject of the contract in accordance with one of the following contractually agreed support classes:
Support class A
Information service: the buyer will be informed about new programs, available updates, programs under development, etc. Hotline service: The Seller shall be available to the Buyer during the agreed hotline hours to advise the Buyer if occasional problems arise in connection with the use of the software programs that are the subject matter of the contract. In the event of repeated use of the hotline for very similar problems, the Seller shall be entitled to make further consultation under this Agreement dependent on additional training of the Buyer outside this Agreement and at the Buyer’s expense. Archiving and transfer of the software programs that are the subject matter of the contract: The Contractor undertakes to archive the software programs developed by it and which are the subject matter of the contract in computer-readable form and to provide them with documentation which is sufficiently detailed to fulfill the obligations under the contract. In addition, the Seller shall make the same available to the Buyer, if required, in accordance with the provisions of the Purchase Agreement.
Class B support
Update Service: At a time determined by the Seller, the Seller shall provide the Buyer with the program updates provided by the Manufacturer. These updates include the elimination of bugs, the elimination of any program errors that do not occur during the trial run or during use within the warranty period, the expansion of the scope of services, changes to the software programs due to changes in legislation. Legal changes that result in new program logic, i.e. changes to existing functions that lead to new programs and program modules, as well as any necessary additions to the hardware, are not covered by the performance obligations of this contract. These programs are offered separately to the buyer together with the necessary data carriers and documents.
Support class C
Installation of Program Updates: Seller shall be responsible for copying or setting up the new program updates on the computer system that is the subject of this Agreement. On-site troubleshooting: In the event that problems arising under the contracted services cannot be resolved by the hotline service, remote support, etc., the vendor agrees to resolve the problems at the location of the computer system.

2.3 A defect requiring rectification shall be deemed to exist if a software program that is the subject matter of the contract does not function in accordance with its performance description or documentation in the respective valid version and the Buyer can prove this. Complaints of the Buyer shall be addressed to the Seller in writing. For the purpose of careful investigation of possible errors, the Buyer shall provide the Seller with the relevant computer system (in the case of systems connected online to other computers, the relevant connection shall be included), software programs, logs, diagnostic backup and sufficient data for testing purposes during the Seller’s normal business hours free of charge and shall provide the Seller with support. Established defects for which the Seller is responsible shall be remedied within a reasonable period of time. The Seller is released from this responsibility if solutions are hindered by defects in the Buyer’s area and these are not remedied by the Seller. The elimination of a defect shall be carried out by means of a software update or suitable workarounds.

3. services not covered by this contract

3.1 Costs of travel, accommodation and travel time of the Seller’s personnel engaged to perform the Service, unless otherwise expressly agreed in this Contract.

3.2 In the event of unauthorized use of services, the Seller may charge the Buyer for the costs incurred at the rates applicable from time to time.

3.3 Services resulting from changes to the operating system or hardware and/or changes to interdependent software programs and interfaces that are not the subject of this Agreement.

3.4 Program adaptation or reprogramming.

3.5 Program changes due to changed legal requirements, if these require a change in the program logic.

3.6 The Seller shall be released from all obligations under this Agreement if program modifications are made to the contractual software programs by employees of the Buyer or by third parties without the prior consent of the Seller or if the software programs are not used as intended.

3.7 The elimination of defects caused by the Buyer or third parties.

3.8 Loss or damage arising directly or indirectly from acts or omissions of the Purchaser or User in the operation of the System.
3.9 Data conversion, data recovery and interface customization.

4. prices

4.1 The prices stated are ex works prices. The costs for program carriers (e.g. magnetic tapes, magnetic disks, magnetic tape cassettes, etc.) as well as for documentation and any contract fees will be invoiced separately.

4.2 For services that can be performed on the Seller’s premises but are exceptionally performed on the Buyer’s premises at the Buyer’s request, the Buyer shall bear the costs for travel, accommodation and travel time for the Seller’s personnel assigned to perform the service.

4.3 If, after conclusion of the contract, the cost of labor and materials or other costs and charges increase, the Seller shall be entitled to increase the separately stated lump sums accordingly and to charge the Buyer the higher rate from the beginning of the month following the cost increase. Such increases shall be deemed accepted by the Purchaser in advance if they do not exceed 10% per year.

4.4 All fees and taxes (in particular value added tax) shall be charged in accordance with the applicable laws. Should the tax authorities subsequently levy additional taxes or duties, these shall be borne by the purchaser.

5. delivery times

5.1 Seller will endeavor to respond to Buyer’s inquiries within a reasonable time during Seller’s normal business hours.

5.2 In the event of non-compliance with a promised delivery date, the Purchaser shall have neither a right of rescission nor a claim for damages.

5.3 Partial deliveries and advance deliveries are permissible.

6. payment

6.1 The agreed lump sums shall be paid by the Purchaser in advance for the entire calendar year or the remaining part of the calendar year.

6.2 Invoices issued by the Seller are due 14 days after the invoice date without any deduction and free of charges.

6.3 Payment on the agreed dates is an essential condition for delivery and performance of the contract by the Seller. Failure of the Buyer to comply with the agreed payment dates gives the Seller the right to stop the ongoing work and withdraw from the contract. All associated costs and lost profit shall be borne by the purchaser. In the event of late payment, interest on arrears will be charged at the usual bank rate. If two consecutive installments are not paid on time, the seller has the right to enforce non-compliance and demand accepted bills of exchange.

6.4 The Buyer shall not be entitled to withhold payments due to incomplete overall delivery, warranty or guarantee claims or complaints.

7. duration of the contract

The contractual relationship, which presupposes the professional installation of the properly procured software program that is the subject of the contract, begins with the signing of the contract and is considered to be unlimited in time. This Agreement may be terminated by either Party no later than 3 months prior to the end of the calendar year, but not prior to the end of the 36th calendar year. If the software program that is the subject of this Agreement is demonstrably taken out of operation, the contractual relationship may be terminated prematurely subject to a three-month notice period. In this case, the aliquot part of the annual lump sum for the unused services will be transferred to an Austrian bank account specified by the buyer.

8. liability

The Seller shall be liable for damages, insofar as intent or gross negligence can be proven against him, within the scope of the statutory provisions. Liability is excluded in case of slight negligence. Compensation for consequential damages and pecuniary losses, savings not achieved, loss of interest and damages from third party claims against the Seller shall be excluded in any case to the extent permitted by law.

9. location

The location of the computer systems covered by this Agreement shall be determined by contract. In the event of a possible change of location of the computer systems, the Seller shall be entitled to set a new lump sum or to terminate the contract prematurely.

10 Copyright and use

10.1 The Contractor or its licensors shall be entitled to all copyrights to the agreed services (programs, documentation, etc.). The purchaser only receives the right to use the software after payment of the agreed remuneration exclusively for his own purposes, only with the hardware specified in the contract and in accordance with the number of licenses purchased simultaneously at different workstations. By this contract the buyer acquires only the right to use the software. Distribution of the product by the purchaser is not permitted under the Copyright Act. The purchaser does not acquire any rights beyond the contractual use by participating in the production of the software. Any infringement of the Seller’s copyrights shall give rise to a claim for damages, and the Seller shall be entitled to full satisfaction.

10.2 The Purchaser shall be permitted to make copies for archiving and data backup purposes only on condition that the Software does not contain any express prohibition by the Licensor or a third party and that all copyright and proprietary notices are included unchanged in such copies.

10.3 Should it be necessary to disclose the interfaces in order to establish the interoperability of the software that is the subject matter of the contract, this shall be demanded by Seller from Buyer against reimbursement of costs. If the Seller does not comply with this provision and decompilation is performed in accordance with the Copyright Act, the results shall be used exclusively for the purpose of establishing interoperability. Misuse leads to claims for damages.

11. loyalty

The contracting parties undertake to be loyal to each other. They shall not entice away or employ, even through third parties, employees of the other contracting party who have participated in the implementation of the projects, either during the term of the contract or for 12 months after the end of the contract. A contracting party that violates this clause shall be obligated to pay liquidated damages in the amount of one year’s salary of the employee.

12. protection of privacy, secrecy

The Seller shall oblige its employees to comply with the provisions of Section 20 of the Data Protection Act. Miscellaneous If individual provisions of this contract are or become invalid, this shall not affect the remaining provisions of this contract. The contracting parties shall work together in partnership to find a provision that comes as close as possible to the invalid provision.

13. final conditions

Unless otherwise agreed, the statutory provisions under Austrian law shall apply exclusively to registered merchants. This is also the case if the order is executed outside of Austria. In the event of a dispute, it is agreed that the court with local jurisdiction for the Seller’s place of business shall have jurisdiction. For sales to consumers within the meaning of the Consumer Protection Act, the above terms and conditions shall apply only to the extent that the Consumer Protection Act does not prescribe other terms and conditions. Failure to comply with any material part of this Agreement shall entitle the Parties to terminate this Agreement early without notice.