General Terms and Conditions

0. Preamble

The Contractor shall create individual software solutions for customers (from now on referred to as the Client) or provide access to its Verpura program. Verpura is a server-based complete solution for companies, which includes the modules contact management, enterprise resource planning, file management and office. Verpura is a cloud-based solution. This means that the Verpura program is run on a server on the Internet and the clients rent access to this system. This also applies to the rental of the software including the necessary server hardware by the customer from the contractor (Software as a Service).

1. Scope and Validity of Contract

   All orders and agreements are only legally binding if they are signed by the contractor in writing and in accordance with the company's instructions and are only binding to the extent stated in the order confirmation. The customer's conditions of purchase are hereby excluded for the present legal transaction and the entire business relationship. Offers are generally subject to change without notice. These General Terms and Conditions are based on the General Terms and Conditions 2004 of the Professional Association for Management Consulting and Information Technology of the Austrian Federal Economic Chamber.

2. Performance and Inspection
   1. The subject of an order may be:
      Elaboration of organizational concepts Global and detailed analyses Creation of individual programs Delivery of library (standard) programs Acquisition of usage rights for software products Acquisition of work usage permits Participation in commissioning (changeover support) Telephone advice - program maintenance Creation of program carriers Provide access to Verpura Other services
   2. The development of individual organizational concepts and programmes shall be carried out in accordance with the type and scope of the binding information, documents and aids provided in full by the Client. This also includes practical test data as well as test possibilities to a sufficient extent, which the customer makes available on time, during normal working hours and at his own expense. If the customer is already working in real operation on the system made available for testing, the responsibility for securing the real data lies with the customer.
   3. The basis for the creation of individual programs is the written service description which the contractor prepares or the client makes available on the basis of the documents and information made available to him against payment of costs. This description of services shall be checked by the Client for correctness and completeness and shall be accompanied by a note of consent. Later change requests can lead to separate date and price agreements.
   4. Individually created software or program adaptations require a program acceptance for the respective program package concerned at the latest four weeks after delivery by the customer. This will be confirmed by the customer in a protocol. (Checking for correctness and completeness on the basis of the service description accepted by the contractor using the test data provided under point 2.2.). If the Customer allows the period of four weeks to elapse without acceptance of the program, the delivered software shall be deemed to have been accepted on the end date of the said period. If the software is used in real operation by the customer, the software shall, in any case, be deemed accepted.
      Any defects that occur, i.e. deviations from the performance description agreed in writing, must be reported by the Customer to the Contractor, who shall endeavour to remedy the defects as quickly as possible. If significant defects have been reported in writing, i.e. if the real operation cannot be started or continued, a new acceptance is required after the defects have been remedied. The client is not entitled to reject the acceptance of software due to insignificant defects.
   5. When ordering library (standard) programs, the client confirms with the order the knowledge of the scope of services of the ordered programs.
   6. Should it become apparent in the course of the work that the execution of the order is actually or legally impossible according to the service description, the contractor is obliged to notify the client immediately. If the customer does not change the service description to this effect or creates the prerequisite that execution becomes possible, the contractor can refuse execution. If the impossibility of execution is the result of a failure on the part of the customer or a subsequent change to the service description by the customer, the contractor is entitled to withdraw from the order. The costs and expenses incurred by the contractor up to that point as well as any dismantling costs shall be reimbursed by the customer.
   7. Program carriers, documentation and service descriptions shall be dispatched at the expense and risk of the Customer. Any further instruction and explanations requested by the customer will be invoiced separately. Insurance will only be taken out at the request of the client.
3. Prices, Taxes and Fees
   1. All prices are quoted in Euro without value added tax. They apply only to the present order. The prices quoted are ex-works or ex place of business of the contractor. The costs of program carriers (e.g. CD's, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes etc.),as well as any contract fees, shall be invoiced separately.rriers (e.g., CD’s, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) as well as any contract fees shall be billed separately.
   2. For library (standard) programs, the list prices valid on the day of delivery shall apply. For all other services (organisational consulting, programming, training, conversion support, telephone consulting, etc.), the workload shall be charged at the rates valid on the day the service is provided. Deviations from the time expenditure on which the contract price is based, which is not the responsibility of the contractor, will be charged according to the actual amount incurred.
   3. The costs for travel, daily and overnight allowances shall be invoiced separately to the Customer in accordance with the applicable rates. Travel time shall be deemed to be working time.
4. Delivery Dates
   1. The Contractor shall make every effort to meet the agreed deadlines for performance (completion) as strictly as possible.
   2. The desired completion dates can only be met if the customer provides all necessary work and documents in full on the dates specified by the contractor, in particular, the performance description accepted by him in accordance with Item 2.3, and fulfils his obligation to cooperate to the extent required. The contractor is not responsible for delays in delivery and increases in costs caused by incorrect, incomplete or subsequently changed data and information or documents made available and cannot lead to the contractor's default. Any resulting additional costs shall be carried by the Customer.
   3. For orders comprising several units or programs, the contractor shall be entitled to carry out partial deliveries or to issue partial invoices.
5. Payment
   1. The invoices submitted by the contractor, including value added tax, are payable no later than 14 days after receipt of the invoice without any deduction and free of charges. For partial invoices, the terms of payment specified for the entire order shall apply analogously.
   2. In the case of orders comprising several units (e.g. programs and/or training courses, implementation in partial steps), the contractor is entitled to invoice after delivery of each individual unit or service.
   3. Compliance with the agreed payment dates shall be an essential condition for the execution of the delivery or fulfilment of the contract by the contractor. Non-compliance with the agreed payments shall entitle the Contractor to discontinue current work and to withdraw from the contract. All associated costs and loss of profits shall be carried by the Customer. In the event of default in payment, interest on arrears shall be charged to the extent customary in banking. In the event of non-compliance with two instalments in the case of partial payments, the contractor shall be entitled to allow the loss of a deadline to come into effect and to demand payment of any acceptance handed over.
   4. The Customer shall not be entitled to withhold payments due to incomplete overall delivery, warranty or guarantee claims or complaints.
6. Copyright and Use
   1. All copyrights to the agreed services (programs, documentation, etc.) shall belong to the Contractor or its licensors. After payment of the agreed fee, the Customer shall exclusively be entitled to use the software exclusively for his own purposes, only for the hardware specified in the contract and to the extent of the acquired number of licenses for simultaneous use on several workstations. The present contract merely acquires a work usage permit. Distribution by the client is excluded according to copyright law. No rights beyond the use specified in this contract are acquired through the cooperation of the customer in the production of the software. Any violation of the Contractor's copyrights shall result in claims for damages, in which case full satisfaction shall be provided.
   2. The Customer shall be permitted to make copies for archiving and data backup purposes on the condition that the software does not contain any express prohibition by the Licensor or third parties and that all copyright and ownership notices are transferred unchanged into these copies.
   3. Should the disclosure of the interfaces be necessary for the production of interoperability of the software in question, this shall be commissioned to the contractor by the client against reimbursement of costs. If the contractor does not comply with this requirement and decompilation takes place in accordance with copyright law, the results are to be used exclusively for the creation of interoperability. Misuse will result in damages.
7. Right of withdrawal
   1. In case an agreed delivery time is exceeded due to the sole fault or unlawful action of the Contractor, the Client shall be entitled to withdraw from the relevant order by registered letter if the agreed performance is not performed in essential parts within the reasonable grace period and the Client is not responsible for this.
   2. Force majeure, industrial disputes, natural disasters and transport embargoes, as well as other circumstances beyond the contractor's control, shall release the contractor from the delivery obligation or allow him to redetermine the agreed delivery time.
   3. Cancellations by the customer are only possible with the written consent of the contractor. If the contractor agrees with a cancellation, he shall have the right to charge a cancellation fee amounting to 30% of the order value not yet invoiced for the entire project in addition to the services rendered and costs incurred.
8. Warranty, Maintenance, Modifications
   1. Notices of defects shall only be valid if they concern reproducible defects and if they are documented in writing within 4 weeks of delivery of the agreed service or, in the case of individual software, within 4 weeks of acceptance of the program in accordance with Section 2.4. In the case of warranty, improvement shall, in any case, take precedence over price reduction or conversion. If the complaint is justified, the defects shall be remedied within a reasonable period of time, whereby the Customer shall enable the Contractor to take all necessary measures to investigate and remedy the defects. The presumption of defectiveness according to § 924 ABGB is excluded.
   2. Corrections and additions, which prove to be necessary until the delivery of the agreed service due to organisational and programmatic defects for which the contractor is responsible, shall be carried out by the contractor free of charge.
   3. Costs for assistance, misdiagnosis as well as error and fault rectification for which the Customer is responsible as well as other corrections, changes and additions shall be carried out by the Contractor against payment. This shall also apply to the rectification of defects if program changes, additions or other interventions have been made by the Customer itself or by third parties.
   4. Furthermore, the contractor assumes no warranty for errors, malfunctions or damage caused by improper operation, modified operating system components, interfaces and parameters, the use of unsuitable organisational means and data carriers, insofar as such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage.
   5. For programs which are subsequently modified by the Customer's own programmers or third parties, any warranty by the Contractor shall lapse.
   6. Insofar as the object of the order is the modification or supplementation of existing programs, the warranty refers to the modification or supplementation. The warranty for the original program is not revived
9. Liability

   The seller is liable for damages insofar as intent or gross negligence can be proven, within the framework of statutory regulations. Liability is excluded in case of slight negligence. Compensation for consequential damages and financial loss, not realized savings, loss of interest, and damages arising from third-party claims against the seller is in every case, to the extent legally permissible, ruled out.

10. Loyalty

    The contracting partners commit themselves to mutual loyalty. They shall refrain from any poaching and employment, also via third parties, or employees of the other contracting party who have worked on the realization of the orders during the term of the contract and 12 months after termination of the contract. The contracting party that violates this shall be obliged to pay lump-sum damages in the amount of one year's salary of the employee.

11. Data protection Privacy, Secrecy

    The Contractor shall oblige its employees to comply with the provisions of §15 of the Data Protection Act.

12. Other

    In case individual provisions of this contract should be or become ineffective, the remaining content of this contract shall not be affected thereby. The contracting parties shall cooperate in a spirit of partnership in order to find a regulation that comes as close as possible to the ineffective provisions.

13. Test access

    By creating a test account, the client or the investor of the test account agrees to be contacted by Verpura GmbH or its sales partners by telephone, e-mail, fax, post or in any other way for the purpose of initiating or concluding a user contract relating to the Verpura program or any other contract.

14. Misuse of the product

    The Client undertakes to store only data on the Contractor's systems which it lawfully possesses. In particular, the Customer shall refrain from storing copyrighted works on the Contractor's systems if he does not own the rights of use of these works. The Customer undertakes to act in accordance with the applicable data protection laws. The client will only file images etc. that do not violate any laws. If the client violates this obligation according to point 14, he undertakes to indemnify and hold the contractor completely harmless in this respect.

15. Final provisions

    Unless otherwise agreed, the statutory provisions applicable between fully qualified merchants shall apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the local jurisdiction of the competent court for the contractor's place of business shall apply exclusively. The above provisions shall only apply to sales to consumers within the meaning of the Consumer Protection Act to the extent that the Consumer Protection Act does not provide for other mandatory provisions. Should one or more of the provisions of these GTC be null and void or violate mandatory law, the remaining provisions of the GTC shall remain in full force and effect. The void or inadmissible provision shall be replaced by a (possible or admissible) provision which comes closest to the will of the contracting parties.