General Terms and Conditions

1. Scope of Application

1.1 Parties. The following General Terms and Conditions ("GTC") apply between codeschmiede GmbH, Karl-Morre-Straße 94/1, 8020 Graz, Austria ("Contractor" or "codeschmiede") and its business clients ("Client").

1.2 Applicability of these GTC. Unless expressly agreed otherwise, these GTC apply to all services described under Section 2 that the Contractor performs on behalf of the Client. They also apply to future contracts, even if no explicit reference is made to them. Any conflicting general terms and conditions of the Client are invalid unless expressly acknowledged by the Contractor in writing. Acts of contract performance by the Contractor shall not constitute consent to contractual terms that deviate from these GTC.

2. Services of the Contractor

2.1 Scope of Services. The specific subject of the services is determined by the individually agreed order; this may include: creation and development of custom software including websites ("Custom Software"), preparation of organizational concepts, global and detailed analyses, delivery of library or standard programs, acquisition of usage rights for software products, acquisition of usage licenses, digitalization consulting, support and assistance with commissioning or application, support, consulting, program maintenance and maintenance services.

2.2 Service Description. The basis for the creation of Custom Software is the written service description, which the Contractor prepares against cost calculation based on the documents and information made available to it, upon request, or which is provided by the Client. This service description must be reviewed by the Client for accuracy and completeness and must be endorsed with the Client's approval. Subsequent change requests may lead to separate schedule and price agreements. If no written service description exists at the start of the order, the order shall be developed at the Client's risk based on the offer.

2.3 Subsequent Changes. Should it become apparent during the course of work that the execution of the order according to the service description is actually or legally impossible, the Contractor is obligated to notify the Client. If the Client does not amend the service description accordingly or does not create the necessary prerequisites for execution, the Contractor may refuse execution. If the impossibility of execution is the result of an omission by the Client or a subsequent amendment of the service description by the Client, the Contractor is entitled to withdraw from the order. The costs and expenses incurred for the Contractor's work up to that point, as well as any dismantling costs, shall be reimbursed by the Client.

2.4 Web Accessibility. Unless expressly agreed between the contractual parties in detail, barrier-free design in accordance with the applicable provisions on web accessibility, in particular the Web Accessibility Act, is not included in the scope of services. In the absence of an agreement on barrier-free design, it is solely the Client's responsibility to verify the service for compliance with the relevant provisions.

3. Acceptance

3.1 General. A formal acceptance shall only take place if this has been expressly agreed. In the absence of other agreements, the unconditional receipt of the service, in particular the use of the software, shall constitute acceptance.

3.2 Acceptance of Custom Software. Custom Software, including adaptations, requires program acceptance for the respective affected program package by the Client no later than four (4) weeks after delivery. This shall be confirmed by the Client in a protocol. If the Client allows the four (4) week period to lapse without program acceptance, the software shall be deemed accepted upon expiry of four (4) weeks after delivery regardless of a confirmed protocol, and in any case upon the Client's deployment of the software in live operation.

3.3 Defects. Any defects perceived by the Client as well as deviations from the service description must be sufficiently documented by the Client and reported to the Contractor, who will endeavor to remedy defects as quickly as possible. If written reported, material defects exist — meaning that live operation cannot be commenced or continued — a new acceptance is required after defect remediation. The Client is not entitled to refuse acceptance of software due to immaterial defects. Section 9.2 applies accordingly.

3.4 Client's Cooperation. The parties shall continuously cooperate closely and coordinate regularly during the performance of this contract and the provision of services by the Contractor. The Client shall provide the Contractor, to the best of its knowledge and belief, to a reasonable extent and within a reasonable time, with the cooperation and provision of services necessary for service delivery and ongoing cooperation, in order to enable the Contractor to perform its contractual services. If the Client fails to fulfill its cooperation and provision obligations (i) properly, (ii) in a timely manner, or (iii) to the agreed or required extent, the Contractor shall not be responsible for any resulting delays in service delivery to that extent.

4. Remuneration, Prices, and Taxes

4.1 Currency and Taxes. All prices stated by the Contractor are in Euros and net, i.e., exclusive of value-added tax.

4.2 Calculation of Remuneration. In principle, the remuneration individually negotiated between the contractual parties or stated in the offer shall apply. For other services, in particular organizational consulting, training, migration support, consulting, etc., the workload shall be invoiced at the rates valid on the day the service is rendered. Deviations from the time expenditure underlying the contract price that are not attributable to the Contractor shall be calculated based on actual occurrence. If library (standard) programs are delivered, the list prices valid on the day of delivery shall apply.

4.3 Services Outside Business Hours. If other services, in particular maintenance and support, are rendered on working days outside the Contractor's business hours — which are Monday to Friday, 09:00–16:00 CET (excluding December 24 and December 31) — a surcharge of 50% shall be applied; on weekends and public holidays, a surcharge of 100% on the agreed hourly rate shall be applied.

4.4 Other Costs. Any costs for travel, daily allowances, and overnight accommodation shall be invoiced to the Client separately at the respectively applicable rates. Travel time shall be deemed working time.

4.5 Index Adjustment. The Contractor reserves the right to adjust the offered support and maintenance services annually in accordance with the Collective Wage Index (Tariflohnindex, TLI), sector Information and Consulting. The first adjustment shall take place no earlier than one year after the conclusion of these GTC.

5. Delivery Dates

5.1 Performance Deadlines. The Contractor shall endeavor to adhere as closely as possible to the agreed performance and delivery deadlines.

5.2 Client's Cooperation. The targeted delivery deadlines can only be met if the Client makes available all necessary information, preparations, work, and documents — in particular the service description accepted by the Client pursuant to Section 2.3 — completely and correctly by the dates specified by the Contractor, and fulfills its cooperation obligation to the required extent. Delivery delays and cost increases resulting from incorrect, incomplete, or subsequently amended information, data, or documents provided shall not be attributable to the Contractor and shall not constitute a delay on the Contractor's part. Any resulting additional costs shall be borne by the Client.

5.3 Partial Deliveries. For orders comprising multiple units or programs, the Contractor is entitled to make partial deliveries and issue partial invoices. Other services, such as consulting, support, and maintenance, may be invoiced separately.

6. Payment

6.1 Payment Terms. Invoices issued by the Contractor, including value-added tax, shall be payable without any deduction and free of charges no later than 14 days after receipt of the invoice. The payment terms established for the overall order apply analogously to partial invoices. Non-compliance with the agreed payments entitles the Contractor to suspend ongoing work and to withdraw from the contract. Additionally, all transferable licenses and rights shall remain with the Contractor until full payment is made. All associated costs as well as lost profits shall be borne by the Client.

6.2 Late Payment. In the event of late payment, default interest at the customary banking rate shall be charged. If at least two installments are missed in the case of installment payments, the Contractor is entitled to declare forfeiture of the term and furthermore to render all services provided up to that point immediately due. The Client is not entitled to withhold payments due to incomplete overall delivery, warranty or guarantee claims, or complaints.

7. License

7.1 License. Unless expressly agreed otherwise, upon payment of the agreed remuneration, the Contractor grants the Client a non-exclusive, non-transferable, and non-sublicensable right to use the software to the intended extent for the agreed duration within the Client's business (usage license). All other rights, in particular to plans, sketches, and other technical documents, as well as brochures, catalogs, samples, and the like, remain the intellectual property of the Contractor.

7.2 No Rights Through Cooperation. The Client's cooperation in the production of the software does not confer any rights to the services or the software, including usage rights. Any damage resulting from a violation of intellectual property attributable to the Client shall be compensated to the Contractor; this also includes lost profits.

7.3 Contractor's Right of Use. The Contractor is entitled to use, process, distribute, and exploit the general knowledge, methods, procedures, know-how, and intermediate results underlying the work results.

7.4 Copies and Data Backup. The Client is permitted to make copies for archival and data backup purposes, provided that the software does not contain an express prohibition by the licensor or third parties, and that all copyright and proprietary notices are transferred unchanged to such copies.

7.5 Third-Party License Requirements. If the Client is provided with software whose license holder is a third party, the granting of usage rights shall be governed by the license terms of the license holder (manufacturer).

7.6 Custody of Source Code. The source code shall, in principle, remain with the Contractor, who undertakes to store it securely. Release of the source code to the Client or access thereto shall occur under conditions to be individually negotiated; in this case, the Client is obligated to use the source code provided to it exclusively for the intended exercise of the granted license and to otherwise keep it strictly confidential and protect it against any unauthorized access by third parties. Custody of the source code by an independent third party may be arranged on a case-by-case basis upon request and at the Client's expense.

8. Force Majeure, Cancellation

8.1 Force Majeure. In the event of force majeure on the part of the Contractor or its suppliers, which prevents timely or contractual delivery, the Contractor shall be entitled to a reasonable extension of the delivery period or a postponement of the delivery date. Force majeure refers to events beyond the control of the contractual parties that are unforeseeable and unavoidable and that impair the fulfillment of part or all of the obligations of a contractual party, such as:

• Natural disasters
• Pandemics
• Internet provider failure or delays
• Hacking attacks, viruses or malware
• Power outages
• Government measures
• Fire, war, strikes, or other labor disputes

8.2 Cancellations. Cancellations by the Client are only possible with the written consent of the Contractor. If the Contractor agrees to a cancellation, it shall be entitled, in addition to the services rendered and costs incurred, to charge a cancellation fee of 30% of the uninvoiced order value of the overall project.

9. Warranty

9.1 Quality of the Software. The Contractor warrants that the software substantially conforms to the respective service description; no further warranty, in particular for the suitability of the software for the Client's specific requirements or purposes, or compatibility with the Client's systems, is provided.

9.2 Prerequisites for Warranty Claims / Notification Obligation. The exercise of any warranty claims requires that the Client reports the identified defects, together with a precise description, in writing to the Contractor no later than within five (5) business days after delivery/acceptance. These defects must be identifiable and reproducible by the Contractor. The Client shall simultaneously provide the Contractor with all documents necessary for error resolution. Warranty rights shall also not exist if the Client or a third party attributable to the Client has made modifications to the software, or if the software was not properly used or not used in accordance with the intended operating conditions and the defects are attributable thereto.

9.3 Warranty Remedies. In the case of warranty, repair shall in any event take priority over price reduction or rescission. In the case of a justified defect notice, the defects shall be remedied within a reasonable period, whereby the Client shall enable the Contractor to carry out all measures necessary for investigation and defect remediation.

9.4 Defect Remediation / Suspension of Service. The Contractor is entitled to remedy defects at its own discretion and, where applicable, to have them remedied by a third party. The Client acknowledges and agrees that defect remediation may result in a temporary suspension of the service during which the Client cannot use it. A suspension of services of one (1) week shall in any case be deemed reasonable and shall not result in any cost consequences for the Contractor.

9.5 Presumption of Defectiveness. The presumption of defectiveness pursuant to § 924 of the Austrian General Civil Code (ABGB) is excluded.

9.6 Cost Allocation. Costs for assistance, misdiagnosis, and error and fault resolution attributable to the Client, as well as other corrections, changes, and additions, shall be carried out at the Client's expense. This also applies to the remediation of defects if program changes, additions, or other modifications have been made by the Client or by third parties.

9.7 Exclusion of Warranty. Furthermore, the Contractor assumes no warranty for errors, faults, or damages attributable to improper operation, changed 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. If the software is subsequently modified by the Client or by third parties engaged by the Client — even if the Client is contractually entitled to do so — any warranty by the Contractor shall be void. To the extent that the subject of the order is the modification or supplementation of existing programs, the warranty shall relate to the modification or supplementation. The warranty for the original program shall not be revived thereby.

9.8 No Update Obligation. An update obligation of the Contractor pursuant to § 7 of the Consumer Warranty Act (VGG) is excluded.

9.9 Limitation Period. Warranty claims shall expire six (6) months after handover/acceptance. The warranty period commences upon acceptance of the respective service.

10. Liability

10.1 Limitation of Liability. Any liability of the Contractor shall only exist in cases of intent and gross negligence. The Contractor shall in no case be liable for indirect or consequential damages, lost profits, loss of income, business interruptions, or contractual claims of third parties, even if these occur as a consequence of late delivery or subsequent impossibility. The amount of any compensation claim against the Contractor shall, except in the case of intent, be limited to the order value, or otherwise to the value of the remuneration already paid by the Client in the twelve (12) months preceding the damage event, but in any case capped at a maximum of EUR 15,000. In the case of culpable personal injury, the Contractor shall be liable without limitation. The provisions set out in this section shall also apply mutatis mutandis to damages attributable to third parties engaged by the Contractor. Liability for loss of the Client's data is excluded unless data backup was expressly made part of the contract, in which case the provisions of this section apply mutatis mutandis.

10.2 Claims Against Third Parties / Assignment. If the Contractor produces the work with the assistance of third parties and warranty and/or liability claims arise against such third parties in this connection, the Contractor assigns these claims to the Client. The Client shall, in such cases, primarily pursue claims against these third parties.

11. Confidentiality and Data Protection

11.1 Employee Confidentiality. The contractual parties shall obligate their employees to comply with the provisions of § 6 of the Data Protection Act (DSG).

11.2 Confidentiality. The contractual parties undertake to treat all knowledge of confidential information, trade and business secrets — in particular the Contractor's know-how, technical data, and commercial and non-commercial information — obtained in the course of contract initiation and performance, as confidential without limitation in time, i.e., beyond the termination of the business relationship, and to use such information solely for the purposes of performing this contract. In the event of a breach of the confidentiality obligation, the Client shall hold the Contractor harmless and indemnified.

11.3 Data Protection. The parties are to be classified as independent data controllers under data protection law and shall each ensure compliance with the applicable data protection regulations within their own sphere.

12. References and Mention on Website

12.1 Reference Clause. Upon successful completion of the project, the Contractor reserves the right to name the Client's company and the developed software product as a reference and to publish it on the Contractor's website. The Client has the right to object to such publication in justified cases, whereby such objection must be made expressly and in writing.

12.2 Mention of the Contractor. The Contractor has the right to place a notice in the software it has developed, in particular websites, at a suitable location indicating that it is a product of the Contractor, and to simultaneously link to the Contractor's website. This notice may be omitted in individual cases upon payment of a reasonable surcharge.

13. Severability Clause

Should individual provisions of this contract be or become invalid, or should the contract contain a gap, this shall not affect the validity of the remaining provisions. Invalid or incomplete provisions shall be replaced or supplemented by those that most closely correspond to the contractual intent of the parties from an economic perspective.

14. Final Provision

14.1 Choice of Law. These GTC are exclusively subject to Austrian law, excluding any conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG); this also applies to the question of their valid formation and in the case of services rendered abroad.

14.2 Jurisdiction. For disputes arising from this contract, the competent court in Graz, Austria shall have exclusive jurisdiction.