Privacy Policy

for the sale and delivery of organizational services, programming services, and grants of rights of use for software products (B2B)

Professional Association of Management Consulting, Accounting and Information Technology

1. Scope and validity of the contract

1.1. All orders and agreements shall only be legally binding if they are confirmed in writing and duly signed by the contractor, and they shall only be binding to the extent stated in the order confirmation. The purchaser’s terms and conditions are hereby excluded for the present legal transaction and the entire business relationship. Offers are generally subject to change and non-binding.

2. Services and inspection

2.1. The subject of an order may include:

• Preparation of organizational concepts
• Overall and detailed analyses
• Creation of custom software
• Delivery of library (standard) programs
• Acquisition of rights of use for software products
• Acquisition of grants of exploitation rights
• Participation in commissioning (support during transition)
• Telephone consultation
• Software maintenance
• Creation of program media
• Other services

2.2. The development of individual organizational concepts and programs (where these Terms and Conditions refer to software, both terms are used synonymously) shall be based on the type and scope of the binding information, documents, and resources fully provided by the client. This also includes practical test data and sufficient testing opportunities, which the client shall provide in due time, during normal business hours, and at their own expense. If the client is already operating live on the equipment provided for testing, responsibility for backing up the live data lies with the client.

2.3. The basis for the creation of custom software is the written specification, which the contractor prepares at the client’s expense based on the documents and information provided to them, or which the client provides. The client must review this specification for correctness and completeness and confirm approval. Subsequent change requests may lead to separate agreements regarding deadlines and prices.

2.4. Custom-created software or software adaptations require acceptance by the client for the respective software package no later than four weeks after delivery. This shall be confirmed by the client in a written protocol. (Testing for correctness and completeness based on the specification accepted by the contractor using the test data provided in accordance with section 2.2.) If the client allows the four-week period to expire without accepting the software, the delivered software shall be deemed accepted upon expiry of that period. If the client uses the software in live operation, the software shall in any case be deemed accepted. Any defects, meaning deviations from the written agreed specification, must be sufficiently documented and reported by the client to the contractor, who will endeavor to remedy them as quickly as possible. If substantial defects that have been reported in writing exist, meaning that live operation cannot begin or continue, renewed acceptance is required after the defects have been remedied. The client is not entitled to refuse acceptance of software due to minor defects.

2.5. When ordering library (standard) programs, the client confirms by placing the order that they are aware of the scope of performance of the ordered programs.

2.6. Should it become apparent in the course of the work that execution of the order in accordance with the specification is factually or legally impossible, the contractor must notify the client immediately. If the client does not amend the specification accordingly or create the conditions necessary to make execution possible, the contractor may refuse execution. If the impossibility of execution is the result of a failure by the client or a subsequent change to the specification by the client, the contractor is entitled to withdraw from the order. The client must reimburse the contractor for the costs and expenses incurred up to that point, as well as any dismantling costs.

2.7. Shipment of program media, documentation, and specifications shall be at the client’s expense and risk. Training and explanations requested by the client beyond this shall be invoiced separately. Insurance shall only be arranged at the client’s request.

2.8. We expressly point out that accessible design (especially of websites), in particular within the meaning of the Federal Act on the Equal Treatment of Persons with Disabilities (Bundes-Behindertengleichstellungsgesetz – BGStG), the Federal Act on Accessible Access to Federal Websites and Mobile Applications (Web Accessibility Act – WZG), and the Federal Act on Accessibility Requirements for Products and Services (Accessibility Act – BaFG), which enters into force on 28 June 2025, is not included in the offer unless separately or individually requested by the client. If accessible design has not been agreed, the client is responsible for reviewing the service for legal compliance with the relevant statutory provisions. Likewise, the client must review the content provided by them for legal compliance, especially with regard to competition law, trademark law, copyright law, and administrative law. In the event of slight negligence or after fulfilling any duty to warn the client, the contractor shall not be liable for the legal admissibility of content provided by the client.

2.9. Program documentation shall only be created and delivered to the client if this has been expressly agreed. The same applies to delivery of the source code. In all cases, delivery requires full payment.

2.10. Any system passwords for services individually created for the client shall only be disclosed to the client if a) no maintenance or support agreement for the component affected by the system password is in force any longer, b) all payment obligations of the client toward the contractor have been fulfilled, c) the client requires the password in order to use, adapt, or further develop the service in accordance with the contractual purpose, and d) the client waives warranty claims against the contractor.

3. Prices, taxes, and fees

3.1. All prices are in euros excluding VAT. They apply only to the present order. The stated prices apply ex contractor’s registered office or place of business. The costs of program media (e.g. memory sticks, DVDs, CDs, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) as well as any contract fees shall be invoiced separately.

3.2. For library (standard) programs, the list prices valid on the day of delivery shall apply. For all other services (organizational consulting, programming, training, transition support, telephone consultation, etc.), the effort shall be charged at the rates valid on the day the service is provided. Deviations from the time expenditure underlying the contract price, for which the contractor is not responsible, shall be charged according to the actual effort incurred.

3.3. Travel expenses, daily allowances, and overnight allowances shall be charged to the client separately in accordance with the rates valid at the time (e.g. collective bargaining agreements). If no such rates exist, the actual costs incurred, which must be proven, shall be reimbursed. Travel time shall count as working time.

4. Delivery date

4.1. The contractor shall endeavor to comply with the agreed performance (completion) dates as accurately as possible.

4.2. The target completion dates can only be met if the client provides all necessary work and documents in full on the dates specified by the contractor, in particular the specification accepted by them in accordance with section 2.3, and fulfills their obligation to cooperate to the required extent. Delivery delays and cost increases caused by incorrect, incomplete, or subsequently changed information or documents provided shall not be the responsibility of the contractor and shall not place the contractor in default. Any resulting additional costs shall be borne by the client.

4.3. In the case of orders comprising several units or programs, the contractor is entitled to make partial deliveries or issue partial invoices.

5. Payment

5.1. Invoices issued by the contractor, including VAT, are payable no later than 14 days after receipt of the invoice, without any deductions and free of charges. For partial invoices, the payment conditions agreed for the entire order shall apply accordingly.

5.2. In the case of orders that comprise several units, for example programs and/or training, or implementation in partial stages, the contractor is entitled to issue an invoice after delivery of each individual unit or service.

5.3. Compliance with the agreed payment dates is an essential condition for performance of the delivery or contract by the contractor. Failure to comply with the agreed payments entitles the contractor to suspend ongoing work and withdraw from the contract. All associated costs and lost profit shall be borne by the client. In the event of late payment, the statutory default interest for business transactions shall be charged. If two installments are missed in the case of installment payments, the contractor is entitled to declare the entire remaining amount immediately due and payable and to call in any accepted drafts.

5.4. The client is not entitled to withhold payments due to incomplete total delivery, warranty or guarantee claims, or complaints.

5.5. If the order also includes the transfer of ownership of physical items to the client, such items shall remain the property of the contractor until full payment of all claims of the contractor has been made.

6. Copyright and use

6.1. Subject to sections 6.2 and 6.4, after payment of the agreed remuneration, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable, and time-unlimited right to use the software on the hardware specified in the contract and to the extent of the acquired number of licenses for simultaneous use at multiple workstations, and to use all work results created by the contractor on the basis of the contract for the client’s own internal purposes. All other rights remain with the contractor. The client does not acquire any rights beyond the use defined in this contract through their participation in the production of the software. No joint authorship of the client arises. Any infringement of the contractor’s copyrights gives rise to claims for remuneration and/or damages, and in such a case full compensation must be paid.

6.2. If, in the case of custom software, an exclusive, sole, or equivalent right of use for the client has been agreed, section 40b of the Copyright Act shall apply mutatis mutandis. However, this does not apply to those program components that were created by independent third parties, that is, persons who did not create the components as employees or contractors of the contractor, and that were integrated into the software by the contractor, in particular templates, program libraries, and similar elements created by third parties. Instead, the license terms applicable to these components shall govern.

6.3. The client is permitted to make copies for archival and data backup purposes on the condition that all copyright and ownership notices are transferred unchanged to these copies.

6.4. If disclosure of interfaces is required to achieve interoperability of the software in question, the client must commission this from the contractor against reimbursement of costs. If the contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results may only be used to achieve interoperability. Misuse shall result in liability for damages.

6.5. If software is provided to the client for which a third party is the licensor, for example standard software from Microsoft, the granting of the right of use shall be governed by the license terms of the licensor (manufacturer).

7. Right of withdrawal

7.1. In the event of exceeding an agreed delivery time due solely to the fault or unlawful conduct of the contractor, the client is entitled to withdraw from the relevant order by registered letter if the agreed performance has not been rendered in substantial parts even within a reasonable grace period and the client is not at fault.

7.2. Force majeure, labor disputes, natural disasters, transport restrictions, and other circumstances beyond the contractor’s control release the contractor from the delivery obligation or entitle the contractor to redefine the agreed delivery time.

7.3. Cancellations by the client are only possible with the written consent of the contractor. If the contractor agrees to a cancellation, they are entitled to charge, in addition to the services already rendered and costs incurred, a cancellation fee amounting to 30% of the total project value not yet invoiced.

8. Warranty, maintenance, changes

8.1. The contractor warrants that the software fulfills the functions described in the corresponding documentation, provided that the software is used on the operating system described in the contract.

8.2.
8.2.1. A prerequisite for remedying defects is that

• the client reports the defect to the contractor within the period of section 377 UGB, where applicable by analogy;
• the client sufficiently describes the defect in a defect report so that it can be identified by the contractor;
• the client makes all documents necessary for remedying the defect available to the contractor;
• the client or a third party attributable to them has not interfered with the software;
• the software is operated under the intended operating conditions in accordance with the description;

8.2.2. In the case of warranty, improvement shall in any case take precedence over price reduction or rescission of the contract. In the case of a justified notice of defects, the defects shall be remedied within a reasonable period, whereby the client shall enable the contractor to take all measures necessary for investigation and remedying the defects. The presumption of defectiveness under section 924 ABGB shall be deemed excluded.

8.2.3. Corrections and additions that prove necessary up to handover of the agreed service due to organizational and programming-related defects for which the contractor is responsible shall be carried out free of charge by the contractor.

8.3. Costs for assistance, diagnosis of defects, and remedying errors and malfunctions for which the client is responsible, as well as other corrections, changes, and additions, shall be charged by the contractor. This also applies to remedying defects if program changes, additions, or other interventions were made by the client themselves or by third parties.

8.4. Furthermore, the contractor assumes no warranty for errors, malfunctions, or damage caused by improper operation, modified operating system components, interfaces and parameters, use of unsuitable organizational tools and data carriers where such are prescribed, abnormal operating conditions, in particular deviations from installation and storage conditions, or transport damage.

8.5. For programs that are subsequently modified by the client’s own programmers or by third parties, any warranty by the contractor shall lapse entirely.

8.6. If the subject of the order is the modification or supplementation of existing programs, the warranty applies only to the modification or supplementation. The warranty for the original program is not revived thereby.

8.7. The warranty period is six (6) months from handover. The client’s rights arising from warranty and claims based thereon shall in any case expire one (1) month after the end of the warranty period. The possibility of objecting to the remuneration claim within the meaning of section 933 para. 3 ABGB is excluded.

8.8. The obligation to provide updates pursuant to section 7 VGG in conjunction with section 1 para. 3 VGG is excluded in its entirety unless expressly agreed otherwise. Therefore, with regard to upgrades and updates, only the corresponding agreements between the contracting parties shall apply.

9. Liability

9.1. The contractor shall only be liable to the client for damages demonstrably caused by them in the case of gross negligence. This shall also apply mutatis mutandis to damages caused by third parties engaged by the contractor. In the case of culpably caused personal injury, the contractor shall be liable without limitation.

9.2. Liability for indirect damages, such as loss of profit, costs associated with business interruption, data loss, or claims by third parties, is expressly excluded.

9.3. Claims for damages shall become time-barred in accordance with the statutory provisions, but in any case no later than one year from knowledge of the damage and the party causing it.

9.4. If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against such third parties in this context, the contractor assigns these claims to the client. In this case, the client shall primarily pursue such claims against those third parties.

9.5. If data backup has been expressly agreed as a service, liability for loss of data, contrary to section 9.2, shall not be excluded; however, it shall be limited to restoration of the data up to a maximum of 10% of the contract sum per case of damage, but no more than EUR 15,000. Any warranty and damages claims of the client beyond those stated in this contract, regardless of legal grounds, are excluded.

10. Loyalty

10.1. The contracting parties undertake to act loyally toward one another. During the term of the contract and for 12 months after its termination, they shall refrain from soliciting and employing, even through third parties, employees of the other contracting party who worked on the realization of the orders. The contracting party in breach shall be obliged to pay lump-sum damages in the amount of one annual salary of the employee concerned.

11. Data protection

11.1. The contractor undertakes to oblige their employees to comply with the provisions of section 6 of the Data Protection Act.

11.2. The privacy notice within the meaning of Art. 13 and 14 GDPR shall be enclosed with the order.

12. Confidentiality

12.1. Each contracting party assures the other that it will treat all trade secrets made known to it by the other party in connection with this contract and its performance as confidential and will not make them accessible to third parties, insofar as they are not generally known, were not already known to the recipient beforehand without an obligation of confidentiality, are communicated or provided to the recipient by a third party without an obligation of confidentiality, were demonstrably developed independently by the recipient, or must be disclosed due to a final administrative or judicial decision.

12.2. Subcontractors affiliated with the contractor shall not be deemed third parties insofar as they are subject to a confidentiality obligation corresponding in substance to this clause.

13. Final provisions

13.1. Unless otherwise agreed, the statutory provisions applicable between businesses shall apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the court with subject-matter jurisdiction at the contractor’s registered office shall have exclusive local jurisdiction.

13.2. If one or more provisions of this contract are or become wholly or partially invalid, the remainder of the contract shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid or unenforceable clause. The Professional Association of Management Consulting, Accounting and Information Technology recommends the following mediation clause as a business-friendly means of dispute resolution: In the event of disputes arising from this contract that cannot be settled amicably, the contracting parties agree to involve registered mediators (ZivMediatG) specializing in business mediation from the list of the Ministry of Justice for the out-of-court settlement of the conflict. If no agreement can be reached on the selection of business mediators or on the substance, legal action shall not be initiated until at least one month after the failure of negotiations. In the event of unsuccessful or discontinued mediation, Austrian law shall apply in any court proceedings that may be initiated. All necessary expenses incurred as a result of prior mediation, including those for legal counsel engaged, may be claimed by agreement as “pre-litigation costs” in court or arbitral proceedings.