of LIT Solutions & Services GmbH, FN 603998h,
Lindach 20, 4511 Allhaming, Austria
VAT number: ATU79446725
These General Terms and Conditions (GTC) serve as the foundation for contracts involving the delivery of software, software components, user software, standard software, customized software, programming services, specifications, hosting of services for the client, consulting, training, maintenance of software, and handling of software projects.
“Software” means computer programs and their documentation.
“System software” is software that performs the function of an operating system, data management system and/or program development system.
“User software” is software that is not system software.
“Customized software” is software that has been specially developed for the client.
“Standard software” is software that is also provided or intended to be provided to customers of the Contractor other than the Client for use.
“Software component” is an independently available part of the software.
“IT component” or “component” are software components.
The GTC serve as the foundation for all contracts between the Contractor (LIT) and the Client (Customer) for IT services. The Contractor shall conclude contracts for deliveries and services only on the basis of these Terms and Conditions. The Client acknowledges that they have read and understood these GTC and that they are legally binding and form part of the contract. This also applies if a client refers to their own terms and conditions. Any client terms and conditions are explicitly excluded.
These GTCs apply in full unless otherwise agreed in the contract for the specific service agreed. This includes individual provisions of the GTC.
The following will apply in the following order as integral parts of the contract:
The Contractor warrants that they have prepared their offer with the complete functionality of the services offered in mind. This means that the Contractor’s offer contains all necessary partial services and components. However, it should be noted that, according to the current state of the art, it is not possible to create computer software (standard software) that works flawlessly in all applications and combinations.
The Contractor has to provide the services in such a way that the services and results correspond at least to the state of the art at the time of acceptance.
If the provision of materials and information by the Client has been agreed for the fulfillment of the contract by the Contractor, the materials and information provided may be used by the Contractor exclusively for the provision of the agreed service. If the materials and information provided are no longer required by the Contractor for the provision of the agreed services, they will be immediately returned to the Client. If this is not possible, the information will be destroyed (e.g. deleted).
The materials and information provided and the rights associated with these materials and information shall remain the property of the Client.
If the Client is in default with the provision of the materials and information due to circumstances for which it is responsible, the Contractor has to inform the Client in writing of any resulting delays. If necessary, the delivery date can be postponed accordingly by agreement with the client. The Contractor shall not be entitled to increase its agreed fees as a result of this delay. He is only entitled to claim damages if the damage resulting from the delay was caused by gross negligence or intent on the part of the client.
All documentation shall be supplied electronically in the German language. It must be possible to make changes to documents using the client’s existing systems. Unless otherwise expressly agreed, the client may reproduce and use any documentation for the contractual use. Documentation is transferred taking into account the necessary security. Documentation will be handed over to the client without separate request and without separate payment immediately prior to acceptance.
In the case of orders of a project nature, all documentation will be prepared in accordance with the specifications of the “Project Manual for IT Projects” as amended from time to time, unless expressly agreed otherwise.
The Contractor undertakes to deliver software and/or software components that are
The Contractor undertakes to deliver software and/or software components
The Contractor undertakes to supply all documentation required for the installation, operation and use of the standard software supplied.
The documentation to be supplied shall consist of at least:
The documentation to be supplied for the installation, operation, application and extension must be provided in such a form that it can be understood by persons who are familiar with handling similar IT components.
User documentation and documentation for installation and administration must describe all processes necessary for ongoing work in a way that can be understood by a trained person. In addition, the documentation must also describe typical and predictable malfunction situations and how to rectify them.
Otherwise, point 1.8 applies.
The documents required for standard software should be delivered for individual software (see point 2.1.3.). In addition, the Contractor is obliged to hand over all documentation to the Client and work results created for individual software and individual software adaptations within the scope of the fulfillment of the contract.
In particular, these are:
Otherwise, point 1.8 applies.
The Contractor undertakes to instruct the persons named by the Client in the services provided by it at the place of performance and to provide the necessary written documents so that they are able to use the subject matter of the service and train other users (train-the-trainer system).
The creation of documentation is never part of the service to be provided (with the exception of standard software).
The Client and the Contractor will constantly exchange information relating to the agreed services.
The services offered or parts thereof may also be provided by external parties (subcontractors). In such a case, the Contractor is liable to the Client for the provision of all contractually agreed services and their subsequent obligations.
If the fulfillment of the contractual services by the Contractor is dependent on external parties who are not vicarious agents of the Contractor itself and are not to be assigned to its sphere of risk, the Contractor must disclose this circumstance in writing when submitting the offer. In addition, the effects of such a reliance on the services offered will be described.
As soon as the Contractor becomes aware of circumstances of any kind that could jeopardize the contractual performance of the commissioned services or lead to additional expenses (e.g. debugging, testing), the Contractor informs the Client immediately and in writing about these circumstances and any measures to be taken.
Unless expressly agreed otherwise, the day of acceptance for software and software components will always be the day on which the Client instructs the Contractor to take the software (component) into operation/productive operation. The request for transfer shall be made exclusively by the Client and will only be undertaken with the Client’s consent. If the instruction is given by the Client, the software (component) is deemed to have been accepted.
If the Client waives an acceptance test or if an acceptance test cannot be carried out, the day after the Client has confirmed that the agreed services of the Contractor are available to it without restriction and in accordance with the contract is considered the day of acceptance.
The Contractor undertakes to provide the Client with a non-transferable license to use the standard software supplied by it, as well as the associated source codes and documents, which is unlimited in terms of time, place and content (but not exclusive). The Contractor does not receive any separate remuneration for the granting of these rights, but the granting of these rights is compensated with the remuneration agreed for this contract.
All rights (rights of use, patent rights, trademark rights, utility model protection rights, etc.) to the services provided by the Contractor (specifications, software, documentation, etc.) are transferred to the Client when they are created and are the exclusive property of the Client without restriction in terms of time, place or content.
If the acceptance (point 5.) of the services is delayed for reasons for which the Contractor is responsible, the Client may withdraw from the contract by setting a reasonable grace period of four weeks.
Any damages to be compensated are limited to 30% (thirty percent) of the order amount.
The Contractor warrants that the services rendered by it are free from defects and have the agreed and/or usually assumed characteristics (Section 922 of the German Civil Code).
The warranty period is 12 months and begins at the time of performance by the Contractor.
Defects that are not already known at the time of acceptance (so-called hidden defects) must be reported to the Contractor by the Client within 14 days from the time of detection or recognizability. No warranty claims are accepted for defects reported late (notification of defects in accordance with § 377 UGB).
Defects must be rectified immediately in all cases. If the Contractor is unable to remedy defects within a reasonable period of time, the Client is entitled, at its own discretion, to
The Contractor is only liable for property damage and financial loss caused in the event of gross negligence or intent on its part or on the part of its vicarious agents.
The Contractor indemnifies and holds the Client harmless in the event of claims by external parties, unless the Contractor or its vicarious agents are not at fault due to gross negligence.
Liability for merely slight negligence is excluded.
The Contractor undertakes to maintain strict confidentiality with regard to all data, information and documents which are handed over to the Contractor by the Client or which become known to the Contractor in the course of fulfilling its contractual obligations. The Contractor will not disclose data, information and documents to external parties, either in whole or in part, either directly or indirectly, without the prior written consent of the Client.
The Contractor undertakes to comply with the provisions of the DSG 2000 (as amended) and any other statutory confidentiality obligations.
The Contractor is obliged to impose the above obligations on its employees and all other persons that it is entitled to involve on the basis of the contractual agreement.
The above obligations continue to apply even after termination of the contractual relationship.
Every natural or legal person who requires business-relevant information from the client in order to fulfill the agreed services must sign the respective valid version of the non-disclosure agreement.
As part of its confidentiality obligations, the Contractor is required to process all of the Client’s IT components in such a way that the information and data contained therein are not accessible to external parties.
The individual services invoiced are listed in each invoice and labeled in such a way that they can be assigned to the services in the underlying offer or contract.
All charges are stated in euros, excluding taxes. Any applicable taxes, duties and legal transaction fees are shown separately.
Unless otherwise agreed, the agreed prices are fixed prices. Excluded from this are prices for services that are charged according to the respective time and/or material expenditure.
If, in the course of the execution of a contract subject to these GTC, a service is required that was not provided for in the original contract, the Contractor will submit a written supplementary offer. These additional services offered are then to be paid for separately by the Client, provided that the Client has placed a written order with the Contractor for these additional services.
Unless other terms of payment are expressly agreed, the Client’s payment obligation arises upon performance of the service and invoicing.
The place of performance for all services is the place of delivery.
The exclusive place of jurisdiction for any disputes arising from or in connection with these GTC and the underlying contractual relationship will be the competent court for 4050 Traun.
The underlying contractual relationship is governed exclusively by Austrian law. The UNCITRAL Sales Convention and the provisions of private international law (e.g. IPRG, Rome I Regulation) are expressly excluded.
Should individual provisions of these GTC be or become legally ineffective, invalid and/or void, this shall not affect the validity and/or legal effectiveness of the remaining provisions.
Status: November 2023