General Terms and Conditions

1. Scope and validity of the contract

1.1. All contracts and agreements shall only be legally binding if they are confirmed by cronio FlexCo (“Contractor”) in writing (including email) and are only binding to the extent specified in the order confirmation / statement of work. The Client’s purchase terms and conditions are excluded for the legal transaction in question and the entire business relationship unless explicitly accepted in writing by the Contractor. Quotes are generally non-binding.

1.2. These GTC govern the sale and delivery of organisation and programming services and work usage licences for software products (B2B), including in particular: software development projects, data/BI solutions, AI solutions, integrations, consulting, maintenance and related deliverables.

2. Performance and testing

2.1. Quotes can be made for the following services (non-exhaustive):

• Development of organisational concepts
• Global and detailed analyses
• Creation of individual programmes / software components
• Delivery of library (standard) programmes or standard components
• Acquisition / configuration of user authorisations for software products (e.g., Microsoft)
• Acquisition of work usage licences
• Assistance with commissioning (changeover support)
• Consulting services (incl. remote / phone)
• Programme maintenance and support
• Creation of programme carriers / deployment artifacts
• Other services

2.2. The development of individual organisational concepts and programmes (used as synonyms wherever these GTC refer to software) shall be carried out in accordance with the type and scope of binding information, documents and aids provided in full by the Client. This also includes practical testing data as well as sufficient testing facilities provided by the Client in good time, during normal working hours and at its own expense. If the Client already uses the system provided for testing purposes for real-life operation, the Client shall be responsible for securing the live data.

2.3. The basis for the creation of customised programmes is the written service description which the Contractor prepares or the Client provides against cost calculation on the basis of the documents and information made available to it. This service description must be checked by the Client for correctness and completeness and must be endorsed by the Client. Subsequent requests for changes may lead to separate deadline and price agreements.

2.4. Individually created software or programme adaptations require programme acceptance by the Client for the respective programme package concerned no later than four (4) weeks after delivery. This shall be confirmed by the Client in a protocol (check for correctness and completeness based on the service description accepted by the Contractor using the test data provided under point 2.2). If the Client allows the period of four weeks to elapse without programme acceptance, the software delivered shall be deemed accepted as of the end date of the aforementioned period. Any software used by the Client in live operation shall in any case be deemed accepted.

Any defects that occur, i.e. deviations from the service description previously agreed in writing, must be reported with sufficient documentation by the Client to the Contractor, who shall endeavour to rectify any defects as quickly as possible. If significant defects are reported in writing, i.e. if live operation cannot be commenced or continued, renewed acceptance is required once the defects have been rectified. The Client is not entitled to refuse acceptance due to minor defects.

2.5. When ordering library (standard) programmes, the Client confirms upon order that it is aware of the scope of performance of the programmes ordered.

2.6. Should it become apparent during operations that it is factually or legally impossible to execute the contract as specified in the service description, the Contractor shall notify the Client without delay. Failure by the Client to amend the service description accordingly or to create conditions that make execution possible, the Contractor may refuse execution. If the contract cannot be executed as a consequence of a failure on the part of the Client or a subsequent change to the service description by the Client, the Contractor shall be entitled to withdraw from the contract. The costs and expenses incurred up to that point for the Contractor’s activities as well as any dismantling costs shall be reimbursed by the Client.

2.7. Programme carriers, documentation and service descriptions shall be sent at the Client’s expense and risk. Any additional training and explanations requested by the Client shall be invoiced separately. Insurance shall only be taken out at the Client’s request.

2.8. We expressly point out that a barrier-free design (in particular of websites), in particular as specified by the Federal Disability Equality Act (BGStG), the Web Accessibility Act (WZG) or the Accessibility Act (BaFG), is not included in the offer unless requested separately/individually by the Client. If barrier-free design has not been agreed, the Client shall be responsible for checking admissibility of the service with regard to statutory provisions. The Client must also check the content provided by it for its legal admissibility (competition, trademark, copyright, administrative law). In the event of slight negligence or after fulfilment of any duty to warn, the Contractor shall not be liable for the legal admissibility of content if provided by the Client.

2.9. Programme documentation shall only be created and handed over to the Client if expressly agreed. The same applies to the handover of source code. In any case, handover is subject to full payment.

2.10. Any system passwords for services created individually for the Client shall only be disclosed to the Client if: (a) no maintenance or support order exists for the component affected by the system password (any more), (b) all of the Client’s payment obligations towards the Contractor have been fulfilled, (c) the Contractor requires the password in order to use, adapt or further develop the service in accordance with the purpose of the contract, and (d) the Client waives its warranty towards the Contractor.

3. Prices, taxes and fees

3.1. All prices are in euros excluding VAT. They only apply to the present order. Prices quoted are ex the Contractor’s registered office or place of business. Costs of programme carriers and any contract fees shall be invoiced separately.

3.2. For library (standard) programmes, list prices valid on the day of delivery apply. For all other services (organisational consulting, programming, training, conversion support, telephone consulting, etc.), workload shall be charged at rates valid on the day the service is provided. Deviations from scheduled hours outside the Contractor’s responsibility shall be invoiced based on actual times.

3.3. Costs for travelling, daily and overnight allowances shall be invoiced separately in accordance with applicable rates. If no such rates exist, actual proven costs shall be reimbursed. Travelling time is considered working time.

4. Delivery date

4.1. The Contractor shall endeavour to meet agreed deadlines for fulfilment (completion) as precisely as possible.

4.2. Targeted fulfilment deadlines can only be met if the Client provides all necessary work and documents in full by the deadlines specified by the Contractor (in particular the service description accepted under point 2.3) and fulfils its obligation to cooperate to the extent required. Delays in delivery and cost increases caused by incorrect, incomplete or subsequently changed details and information or documents are not the responsibility of the Contractor and cannot lead to default. Any resulting additional costs shall be borne by the Client.

4.3. For orders comprising several units or programmes, the Contractor shall be entitled to make partial deliveries or issue partial invoices.

5. Payment

5.1. Invoices issued by the Contractor, including VAT, are payable within 14 days of receipt without any deductions and free of charges. Terms of payment stipulated for the entire order shall apply analogously to partial invoices.

5.2. In the case of orders comprising several units (e.g., programmes and/or training courses, implementation in partial steps), the Contractor is entitled to issue an invoice after delivery of each individual unit or service.

5.3. Compliance with agreed payment dates is an essential condition for performance. Failure to comply entitles the Contractor to suspend ongoing work and withdraw from the contract. All associated costs and loss of profit shall be borne by the Client. In the event of late payment, statutory default interest for business transactions shall be charged. If two instalments of partial payments are not paid on time, the Contractor is entitled to enforce the loss of deadlines and to call in any acceptances handed over.

5.4. The Client is not authorised to withhold payments due to incomplete overall delivery, guarantee or warranty claims or complaints.

5.5. If, according to the order, physical items are (also) to be transferred to the ownership of the Client, these shall remain the property of the Contractor up to full satisfaction of all of the Contractor’s claims.

6. Copyright and utilisation

6.1. Subject to Sections 6.2 and 6.4, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable and perpetual right to use the software for the hardware specified in the contract and to the extent of the number of licences purchased for simultaneous use, and to use all work results created on the basis of the Contractor’s contract for its own internal use. All other rights remain with the Contractor.

The cooperation of the Client in the production of the software does not result in the acquisition of any rights beyond the use specified in this contract. There is no co-authorship of the Client. Any infringement of the Contractor’s copyrights shall give rise to claims for compensation or damages, whereby full satisfaction shall be provided.

6.2. If, in the case of the creation of customised software, an exclusive or equivalent right of use of the Client has been agreed, Section 40b of the Copyright Act shall apply mutatis mutandis. This does not apply to programme components created by independent third parties and integrated by the Contractor; the existing licence conditions are decisive.

6.3. The Client is permitted to make copies for archiving and data backup purposes provided that all copyright and ownership notices are transferred unchanged to these copies.

6.4. Should disclosure of interfaces be necessary for interoperability, this must be ordered from the Contractor against payment of costs. If the Contractor does not fulfil this requirement and decompilation is carried out in accordance with copyright law, results are to be used exclusively to establish interoperability. Misuse shall result in compensation for damages.

6.5. If the Client is provided with software whose licence holder is a third party, the granting of the right of use is governed by the licence terms of the licence holder (manufacturer).

7. Right of cancellation

7.1. In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the Contractor, the Client is entitled to withdraw from the relevant order by registered letter if the agreed service is not provided in essential parts even within a reasonable grace period and the Client is not at fault.

7.2. Force majeure, labour disputes, natural disasters and transport blocks as well as other circumstances beyond the Contractor’s control release the Contractor from the delivery obligation or allow the Contractor to redetermine 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, it is entitled to charge a cancellation fee of 30% of the unbilled order value of the overall project in addition to services rendered and costs incurred.

8. Warranty, maintenance, modifications

8.1. The Contractor warrants that the software fulfils the functions described in the associated documentation, provided that the software is used on the operating system described in the contract.

8.2. Troubleshooting is subject to the following preconditions:

• the Client notifies the Contractor of the error within the period (which may apply mutatis mutandis) set out in Section 377 UGB;
• the Client provides a sufficient description of the error in an error message which can be determined by the Contractor;
• the Client provides the Contractor with all documents required to correct the error;
• the Client or a third party attributable to the Client has not tampered with the software;
• the software is operated under intended operating conditions in accordance with the description.

8.2.2. In warranty cases, improvement shall in any case take precedence over price reduction or cancellation. In the event of a justified complaint, defects shall be remedied within a reasonable period, with the Client providing the Contractor the chance to take measures necessary to investigate and remedy the defects. The presumption of defectiveness according to § 924 ABGB is excluded.

8.2.3. Corrections and additions necessary before delivery of the agreed service due to organisational and technical programming deficiencies for which the Contractor is responsible shall be carried out free of charge.

8.3. Any costs for assistance, error diagnosis and error/fault correction in the Client’s domain as well as other corrections, changes and additions shall be carried out against payment. This also applies where programme changes, additions or interventions have been made by the Client or a third party.

8.4. The Contractor accepts no liability for errors, faults or damage caused by improper operation, modified operating system components, interfaces and parameters, use of unsuitable organisational means and data carriers, abnormal operating conditions or transport damage.

8.5. The Contractor provides no warranty for programmes subsequently modified by the Client’s programmers or third parties.

8.6. Where the contract is concluded to modify or supplement existing programmes, warranty relates to the modification or supplementation and does not revive warranty for the original programme.

8.7. The warranty period is six (6) months from delivery. The Client’s rights under warranty and claims arising therefrom expire at the latest one (1) month after the end of the warranty period. Any possibility of defence against payment claims as in Section 933(3) ABGB is excluded.

8.8. The update obligation pursuant to Section 7 VGG in conjunction with Section 1(3) VGG is excluded in its entirety unless expressly agreed otherwise. With regard to updates, only relevant agreements between contracting parties apply.

9. Liability

9.1. The Contractor is liable to the Client only for damage for which it is demonstrably responsible in the event of gross negligence. This also applies mutatis mutandis to damage attributable to third parties engaged by the Contractor. Liability is unlimited in all events of personal injury.

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

9.3. Damages claims shall be time-barred as specified by statutory provisions, but no later than one year after the damage and the damaging party become known.

9.4. If the Contractor uses third party services in its performance and warranty and/or liability claims arise against such third parties, the Contractor shall assign these claims to the Client. In such a case, the Client shall give priority to these third parties.

9.5. If data backup is expressly agreed as a service, liability for loss of data shall be limited to a maximum of 10% of the order amount per damage event up to a maximum of EUR 15,000. Warranty claims and damages claims beyond those specified in this contract — regardless of legal grounds — are excluded.

10. Loyalty

10.1. The contracting parties shall be loyal to each other. They shall refrain from canvassing and employing (including via third parties) employees of the other contracting party who have been employed in the realisation of orders during the duration of the contract and for 12 months after the end of the contract. The contracting party in breach shall be obliged to pay liquidated damages in the amount of one year’s salary of the employee.

11. Data protection

11.1. The Contractor shall oblige its employees to comply with the provisions of Section 6 of the Austrian Data Protection Act (DSG).

11.2. The data protection declaration within the meaning of Art. 13 and 14 GDPR is attached to the order where applicable. If the Contractor processes personal data on behalf of the Client, a data processing agreement (DPA) shall be concluded if required.

Website privacy policy: Privacy Policy.

12. Secrecy

12.1. Each contracting party warrants to the other that it will treat all trade secrets disclosed in connection with this contract and its performance as such and will not disclose them to any third parties unless they are generally known, already known without confidentiality obligation, disclosed by a third party without confidentiality obligation, demonstrably developed independently, or must be disclosed by a legally binding official or judicial decision.

12.2. Subcontractors associated with the Contractor shall not be deemed third parties where they are subject to a confidentiality obligation corresponding to this point.

13. Final provisions

13.1. Unless otherwise agreed, statutory provisions applicable between entrepreneurs shall apply exclusively in accordance with Austrian law, even if the order is carried out abroad. Any disputes shall be exclusively subject to the local jurisdiction of the court with subject-matter jurisdiction for the Contractor’s registered office (Vienna), unless mandatory law provides otherwise.

13.2. Should one or more provisions of this contract be or become invalid in whole or in part, this shall not affect the remaining content. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the invalid or unenforceable clause.

Mediation clause: In the event of disputes that cannot be settled by mutual agreement, the parties agree by mutual consent to consult registered mediators (ZivMediatG) specialising in commercial mediation. If no agreement is reached on choice/content, legal steps shall be initiated at the earliest one month from the breakdown of negotiations. If mediation is not brought about or is cancelled, Austrian law shall govern subsequent legal proceedings. Pre-mediation costs may be claimed as “pre-litigation costs” if agreed in court or arbitration proceedings.