Business Terms (B2B)

§ 1 Scope and order of precedence

(1) These terms apply to contracts between the Provider and businesses where the transaction relates to the operation of their business. They cover in particular consulting, software development, automation and AI services.

(2) These terms do not apply to consumer transactions. Mandatory consumer protection, including for qualifying start-up transactions, remains unaffected.

(3) Deviating terms of the Client apply only if expressly agreed.

(4) In the event of conflict, the following order of precedence applies: 1. the quotation or individual agreement; 2. for personal data, the Data Processing Agreement (DPA); 3. for confidential information, the Non-Disclosure Agreement (NDA), if concluded; 4. these terms.

§ 2 Formation of contract

(1) Quotations are non-binding unless expressly designated as binding. For a non-binding quotation, the Client submits a contractual offer with its order, which the Provider expressly accepts. A binding quotation becomes a contract when accepted by the Client within the stated period.

(2) Contracts may be concluded in writing, by email or by electronic signature via a recognised signature service (e.g. DocuSign). Conversations are recorded only with the express consent of the participants.

(3) A non-binding enquiry or an initial meeting does not create a contract.

§ 3 Prices and payment

• Prices are net plus VAT.
• Payment term: 14 days from the invoice date.
• The deposit is 30% of the agreed fee unless the quotation expressly specifies a different deposit or a quantified setup fee.
• Ongoing support services (e.g. retainer, maintenance, operation) are invoiced monthly in advance at the start of each service month.
• Payment by bank transfer to the account stated on the invoice.
• In the event of default: default interest pursuant to Section 456 UGB and a flat-rate compensation for recovery costs of EUR 40 pursuant to Section 458 UGB.

§ 4 Services and cooperation

(1) The scope of services results from the respective quotation. No specific economic success (e.g. revenue growth, time savings or achievement of KPIs) is owed unless expressly agreed.

(2) The Provider may engage subcontractors. Where they receive confidential information or personal data of the Client, the NDA or the DPA applies.

(3) The Client shall

• provide all required information, data and access in good time;
• appoint a contact person who can take or obtain decisions;
• keep access credentials provided to it confidential.

(4) A deliverable is accepted expressly after a testable result has been provided. Silence does not constitute acceptance.

(5) More than two feedback rounds for change requests per milestone are charged separately by prior agreement. Rectification of defects in the agreed service does not count as a feedback round.

(6) Delays caused by insufficient cooperation of the Client extend agreed deadlines appropriately; additional effort resulting from this may be charged by agreement.

§ 5 Third-party services and Client accounts

(1) Software and cloud services required to operate the deliverables (e.g. automation platforms, hosting, databases, AI interfaces, CRM) are operated in the Client's accounts or transferred to the Client's accounts no later than at handover, unless otherwise agreed in the quotation. The Client concludes the contracts with these providers itself, bears their costs and is responsible for concluding the required data protection agreements with them. The Provider is neither their authorised representative nor their vicarious agent.

(2) Where the Provider operates such services in its own accounts, for example during development or because the quotation so provides, the quotation governs the duration and the re-invoicing of costs; transfer to the Client's accounts is governed by § 11(5) and the DPA.

(3) The Provider's responsibility for its own consulting, selection, integration and configuration services remains unaffected.

§ 6 AI services

(1) Outputs of AI systems may be inaccurate, incomplete or non-reproducible. The Provider owes the agreed functionality and careful implementation in line with the state of the art, but not the accuracy of individual AI outputs, unless a specific quality (e.g. a recognition rate) is agreed in the quotation.

(2) The Client shall review AI outputs before using them for decisions with legal or significant economic effect or towards third parties. Unless otherwise agreed, the Provider's solutions are designed for human review.

(3) For the AI systems used by it, the Client is the deployer within the meaning of Regulation (EU) 2024/1689 (AI Act). In particular, it ensures a sufficient level of AI literacy of the persons using the systems on its behalf. The Provider supports the Client in this within the scope of the quotation.

(4) The Provider uses AI services only on business plans whose terms exclude the use of inputs for model training.

§ 7 Cancellation and term

(1) Cancellation may be declared by email. It is free of charge up to 14 days before the project starts, provided no agreed preparatory work has been performed.

(2) After that and before the project starts, the cancellation fee is no more than 50% of the agreed fee. Saved expenses and alternative earnings are credited; if the Client proves a lower entitlement, the cancellation fee is reduced accordingly.

(3) After the project starts, there is no contractual cancellation right. Statutory termination rights, in particular for good cause, and termination by mutual agreement remain unaffected.

(4) Ongoing contracts (e.g. retainer, maintenance, operation) run for the term stated in the quotation and renew for successive six-month periods unless terminated by email or in writing at least one month before expiry. Deviating agreements in the quotation take precedence.

§ 8 Retention

(1) In the event of late payment, the Provider may suspend further services after a reminder.

(2) The Provider may retain documents and deliverables until the remuneration due has been paid in full. It does not retain access credentials to the Client's accounts and systems.

§ 9 Warranty

Statutory warranty provisions apply. A lack of economic success does not in itself constitute a defect; the agreed functionality and characteristics of the service remain owed. § 6(1) applies to AI outputs.

§ 10 Liability

(1) The Provider is liable without limitation for intent, gross negligence and personal injury. Mandatory statutory liability remains unaffected.

(2) In the case of slight negligence, the Provider is liable only for breaches of principal performance obligations. Liability for lost profit and indirect damage is excluded in the case of slight negligence.

(3) In the case of slight negligence, liability per claim is limited to the total fee of the order concerned or, for ongoing services, to the fees of the last twelve (12) months, but in any event to no more than EUR 2,000,000.

(4) Agreed backup obligations of both parties remain in place. Inadequate backups by the Client are taken into account under the statutory rules on contributory fault.

(5) The Provider maintains professional liability insurance for IT service providers (Markel Insurance SE, sum insured EUR 2,000,000 for financial loss per claim) and provides evidence on request.

§ 11 Rights in deliverables and handover

(1) Rights in the Provider's own pre-existing concepts, templates and software components remain with the Provider. Rights of the Client and of third parties, in particular in Client data and open-source software, remain unaffected.

(2) The Client receives a non-exclusive, non-transferable, perpetual licence (Werknutzungsbewilligung, Section 24(1) of the Austrian Copyright Act) to use the deliverables for its own business purposes. The licence takes effect upon full payment of the agreed remuneration and survives termination of the contract.

(3) Modification and maintenance required for the agreed use are permitted, including by service providers of the Client bound to confidentiality. Any further commercialisation or distribution requires the Provider's consent. Mandatory statutory rights of use remain unaffected.

(4) Any different grant of rights (e.g. exclusive rights) must be agreed in the quotation.

(5) At the end of the project or contract, the Provider hands over all access credentials to the Client's accounts and, after full payment, the source code, workflow exports and documentation of the deliverables created for the Client. Details are governed by the quotation and § 8 of the DPA.

§ 12 References

The Provider names the Client as a reference or uses its logo only with the Client's separate consent.

§ 13 Data protection and confidentiality

(1) The Provider processes personal data of the Client's contact persons as controller under the GDPR and the DSG; details are set out in its privacy policy.

(2) Where the Provider processes personal data on behalf of the Client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR, which to that extent takes precedence over these terms.

(3) Both parties treat all confidential information of the other party obtained in the course of the cooperation as confidential, also for five (5) years after the end of the contract. If the parties have concluded an NDA, it takes precedence.

§ 14 Law, jurisdiction, amendments

(1) Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent legally permitted, the competent court in Vienna has jurisdiction over disputes.

(2) Amendments to existing contracts, including these terms, require express agreement; an electronic signature or confirmation by email is sufficient. Silence does not constitute consent. A new version of these terms does not automatically amend existing contracts.

(3) If a provision is invalid, its replacement is governed by statutory law; the remainder of the contract continues to apply to the extent legally possible.

(4) These terms are executed in German and English. In the event of discrepancies, the German version prevails.