General Terms and Conditions

Scope of Contract and Validity

All orders and agreements are only legally binding if they are signed in writing and in due form by the Contractor and oblige only to the extent specified in the order confirmation. The Client’s purchasing terms are hereby excluded for this legal transaction and the entire business relationship. Offers are generally non-binding.

Services and Inspection

The subject of an order may include: preparation of organizational concepts, high-level and detailed analyses, development of custom programs, delivery of library or standard programs, acquisition of rights of use for software products, acquisition of work usage permissions, assistance with commissioning (migration support), consulting, program maintenance, creation of data carriers, or other services. The development of individual organizational concepts and programs is based on the binding information, documents, and tools provided in full by the Client. This also includes practical test data and sufficient testing opportunities, which the Client shall provide in good time, during normal working hours, and at their own expense. If the Client already operates in live mode on the system provided for testing, the Client is responsible for safeguarding live data. The basis for creating custom programs is the written specification, which the Contractor will prepare on request (for a fee) based on the documents and information provided, or which the Client provides. The Client must review this specification for correctness and completeness and indicate approval. Any subsequent change requests may lead to separate schedule and price agreements. If no written specification exists at the start of the order, the order will be developed at the Client’s risk using the offer. Individually created software or program adaptations require acceptance for the respective program package by the Client no later than four weeks from delivery. Acceptance is confirmed by the Client in a protocol (verification of correctness and completeness based on the specification accepted by the Contractor using the test data provided as stated under section 2.2). If the Client allows the four-week period to elapse without acceptance, the delivered software is deemed accepted at the end of that period. If the Client uses the software in live operation, the software is in any case deemed accepted. Any defects—i.e., deviations from the written specification—must be reported by the Client to the Contractor with sufficient documentation; the Contractor will endeavor to remedy defects as quickly as possible. If materially significant defects are reported in writing, meaning live operation cannot be started or continued, a new acceptance is required after defect remediation. A formal acceptance only takes place if expressly agreed. Unconditional receipt of the service (in particular use of the software) constitutes acceptance. When ordering library (standard) programs, the Client confirms with the order that they are aware of the scope of services of the ordered programs. If, in the course of the work, it becomes apparent that execution of the order according to the specification is factually or legally impossible, the Contractor is obliged to inform the Client immediately. If the Client does not modify the specification accordingly and/or does not create the conditions that make execution possible, the Contractor may refuse performance. If the impossibility of execution is the result of the Client’s omission or a subsequent change to the specification by the Client, the Contractor is entitled to withdraw from the order. Costs and expenses incurred by the Contractor up to that point, as well as any dismantling costs, shall be reimbursed by the Client. Shipment of data carriers, documentation, and specifications is at the Client’s expense and risk. Any training and explanations additionally requested by the Client will be invoiced separately. Insurance as well as the creation and delivery of user documentation will only be provided upon the Client’s request and at the Client’s expense. We expressly point out that an accessible design (of websites) within the meaning of the Federal Disability Equality Act (Bundes-Behindertengleichstellungsgesetz – BGStG) is not included in the offer unless separately/individually requested by the Client. If accessible design has not been agreed, it is the Client’s responsibility to review the service for its permissibility with regard to the Federal Disability Equality Act. Likewise, the Client must check content provided by them for legal admissibility, in particular under competition, trademark, copyright, and administrative law. In the case of slight negligence or after fulfillment of any duty to warn the customer, the Contractor is not liable for the legal admissibility of content specified by the customer. The Parties will cooperate closely and in partnership on an ongoing basis during the performance of this agreement and the provision of services by the Provider and will coordinate regularly. The Customer will, to the best of their knowledge and belief, and within a reasonable scope and timeframe, provide the cooperation and contributions required for service delivery and ongoing collaboration, to enable the Provider to render services under this agreement. If the Customer (i) does not provide cooperation and contributions properly, (ii) does not provide them in time, or (iii) does not provide them in the agreed or required scope, the Provider is not responsible for any resulting delays in service delivery to that extent.

Prices, Taxes and Fees

All prices are in euros exclusive of VAT and apply only to the present order. Prices are ex the Contractor’s registered office/place of business. Costs of data carriers (e.g., USB sticks, CDs, etc.) as well as any contract fees will be invoiced separately. For library (standard) programs, the list prices valid on the day of delivery apply. For all other services (organizational consulting, programming, training, migration support, telephone consulting, etc.), labor will be billed at the rates valid on the day the service is provided. Deviations from the time effort underlying the contract price that are not attributable to the Contractor will be billed according to actual effort. Travel, daily, and overnight expenses will be invoiced to the Client separately at the rates valid at the time. Travel time counts as working time.

Delivery Date

The Contractor will endeavor to meet agreed completion dates as precisely as possible. The intended completion dates can only be met if the Client provides all necessary work and documents in full by the dates specified by the Contractor, in particular the specification accepted by the Client under section 2.3, and fulfills their cooperation obligations to the required extent. Delivery delays and cost increases caused by incorrect, incomplete, or subsequently changed information and documents provided cannot be attributed to the Contractor and do not constitute default by the Contractor. Any resulting additional costs are borne by the Client. For orders comprising multiple units or programs, the Contractor is entitled to make partial deliveries and/or issue partial invoices.

Payment

Invoices issued by the Contractor, including VAT, are payable in full without deductions and free of charges no later than 30 days from receipt. The payment terms agreed for the overall order apply analogously to partial invoices. For orders comprising multiple units (e.g., programs and/or training, implementations in stages), the Contractor is entitled to invoice upon delivery of each individual unit or service. Compliance with the agreed payment dates is an essential condition for the Contractor’s delivery and performance. Failure to meet the agreed payments entitles the Contractor to stop ongoing work and withdraw from the contract. In addition, all transferable licenses and rights remain with the Contractor until paid in full. All costs associated therewith, as well as loss of profit, shall be borne by the Client. In the event of late payment, default interest at customary bank rates will be charged. If two installments are not paid on time under an installment agreement, the Contractor is entitled to declare acceleration and make any bills of exchange handed over immediately due. The Client is not entitled to withhold payments on the grounds of incomplete overall delivery, warranty or guarantee claims, or complaints.

Copyright and Use

Upon payment of the agreed remuneration, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable, and perpetual right to use the software to the extent of the number of licenses acquired for simultaneous use at multiple workstations and to use all work results created on the basis of the Contractor’s offer or invoice for the Client’s own internal purposes. All other rights remain with the Contractor. The Client’s participation in the production of the software does not confer any rights beyond the agreed use. Any infringement of the Contractor’s copyrights gives rise to claims for damages; full compensation must be paid in such cases. The Contractor remains entitled to use, process, distribute, and exploit the general knowledge, procedures, methods, know-how, and interim results underlying the work results. The Client is permitted to make copies for archiving and data backup purposes, provided that the software does not contain an explicit prohibition by the licensor or third parties and that all copyright and ownership notices are transferred to these copies unchanged. If disclosure of interfaces is required to establish interoperability of the software, the Client must commission the Contractor to do so against reimbursement of costs. If the Contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results may be used exclusively to establish interoperability. Misuse will result in claims for damages. If software is provided to the Client whose licensor is a third party (e.g., standard software from Microsoft), the granting of usage rights is governed by the licensor’s (manufacturer’s) license terms. The source code remains with the Contractor, who undertakes to keep it safe. At the Client’s request, the Contractor shall deposit the source code with a notary named by the Client, who may hand it over to the Client upon the Client’s request if the Client (i) declares under oath that the Contractor has failed, despite written request within a reasonable period, to successfully remedy defects that can only be remedied by access to the source code, or (ii) proves that insolvency proceedings have been opened over the Contractor’s assets or a corresponding petition has been dismissed for lack of assets to cover costs. The costs of deposit shall be borne by the Client. The Client is obliged to use the source code handed over to them exclusively for the proper exercise of the usage rights granted, in particular for defect remediation, and otherwise to keep it strictly confidential and protect it against any unauthorized third-party access.

Right to Withdraw

If an agreed delivery time is exceeded solely due to the Contractor’s fault or unlawful conduct, 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. Force majeure, labor disputes, natural disasters, transport blockades, and other circumstances beyond the Contractor’s control release the Contractor from the obligation to deliver or allow a reset of the agreed delivery time. Cancellations by the Client are only possible with the Contractor’s written consent. If the Contractor agrees to a cancellation, the Contractor is entitled to charge, in addition to the services rendered and costs incurred, a cancellation fee of 30% of the not-yet-invoiced contract value of the overall project.

Terms of Use

The content published on this website has been researched with the greatest care. Nevertheless, “RBYTE” assumes no liability for the accuracy, completeness, and timeliness of the information provided. Use of the website’s content is at the user’s own risk. Mere use of the website does not create any contractual relationship between the user and the provider.

Warranty, Maintenance, Changes

A prerequisite for defect remediation is that the Client describes the defect sufficiently in an error report and that it is identifiable and reproducible for the Contractor; the Client reports any defects in accordance with § 377 UGB within five (5) working days in writing together with an error description to the Contractor; the Client provides the Contractor with all documents necessary for defect remediation; neither the Client nor any third party attributable to the Client has interfered with the software; and the software is operated under intended operating conditions. In the case of warranty, improvement (remedy) takes precedence over price reduction or rescission. In the event of a justified defect notice, defects will be remedied within a reasonable period, and the Client shall enable all measures necessary for investigation and remediation. The presumption of defectiveness under § 924 ABGB is excluded. Corrections and additions that prove necessary up to delivery of the agreed service due to organizational and program-technical deficiencies attributable to the Contractor will be carried out by the Contractor free of charge. Costs for assistance, misdiagnosis, as well as defect and fault clearance attributable to the Client, and other corrections, changes, and additions, will be carried out by the Contractor for a fee. This also applies to the remediation of defects if program changes, additions, or other interventions have been made by the Client or third parties. Furthermore, the Contractor assumes no warranty for errors, disruptions, or damages resulting from improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational aids and data carriers (insofar as such are prescribed), abnormal operating conditions (in particular deviations from installation and storage conditions), as well as transport damage. In addition, the Contractor assumes no liability and is not obliged to provide necessary adjustments or extensions free of charge if these are mandatorily required due to third parties (for example Apple or Google). For programs subsequently modified by the Client’s own developers or by third parties, any warranty by the Contractor lapses. If the subject of the order is the modification or addition of existing programs, the warranty relates to the modification or addition. The warranty for the original program is not revived thereby. Warranty claims lapse six (6) months after delivery. The warranty period begins upon acceptance of the order.

LiabilityHaftung

The Contractor is liable to the Client for damages demonstrably caused by the Contractor exclusively in cases of gross negligence and willful misconduct. The same applies mutatis mutandis to damages attributable to third parties engaged by the Contractor. In the case of culpable personal injury, the Contractor is liable without limitation. Liability for indirect damages—such as lost profits, costs associated with business interruption, data loss, or third-party claims—is expressly excluded. Claims for damages become time-barred in accordance with statutory provisions, but no later than one year from knowledge of the damage and the damaging party. If the Contractor performs the work with the assistance of third parties and, in this context, warranty and/or liability claims arise against these third parties, the Contractor assigns these claims to the Client. In such cases, the Client shall first seek recourse from these third parties. If data backup is expressly agreed as a service, liability for data loss, in deviation from section 9.2, is not excluded, but recovery costs are limited to a maximum of 10% of the order amount per damage event, but not more than EUR 15,000. Any claims for warranty and damages by the Client beyond those stated in this contract—regardless of the legal basis—are excluded. If open-source and/or Creative Commons or similar packages/software are used, the Client must hold the Contractor harmless and indemnify with regard to these parts. Unless listed as a separate item in the order/offer, the Client accepts that software test cases are waived. The Contractor is not responsible for any errors and possible delays in service delivery resulting therefrom.

Loyalty

The contracting parties undertake mutual loyalty. They will refrain from soliciting and employing—also via third parties—employees of the other contracting party who worked on the performance of the orders during the term of the contract and for 12 months after its end. The party in breach is obliged to pay liquidated damages in the amount of one year’s salary of the employee.

Data Protection and Confidentiality

The Contractor obliges its employees to comply with the provisions of § 6 of the Data Protection Act. All parties involved undertake to keep confidential for an unlimited period all confidential information, trade, and business secrets of the respective other party obtained in the course of initiating and performing this contract and to use them only for the purposes of performing this contract. The parties are to be qualified as independent data controllers and must each ensure compliance with the applicable data protection provisions within their own sphere.

Reference to Your Company

After successful completion of the project, RBYTE reserves the right to name your company and the software product developed by us as a reference. Referencing allows potential customers to verify the quality of our work. In addition, your company will receive a free backlink on our website, which can have a positive effect on your SEO rankings. Please note that referencing and backlinks are standard practice in our industry and can be beneficial for both parties. We would like to point out that we will generally make the reference to your company and the software product we developed after project handover and successful launch. If you expressly reject referencing, we will of course respect this.

Severability Clause

If individual provisions of this contract are or become invalid, or if the contract contains a gap, this does not affect the validity of the remaining provisions. Invalid or incomplete provisions shall be replaced or supplemented by those that most closely reflect the parties’ contractual intent in economic terms. The exclusive place of jurisdiction for all disputes arising from and in connection with this contract is the competent court at the Provider’s seat. Exclusively Austrian law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

Final Provisions

Unless otherwise agreed, the statutory provisions applicable between entrepreneurs apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, the exclusive local jurisdiction of the court competent for the Contractor’s registered office is agreed. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions apply only to the extent that the Consumer Protection Act does not mandatorily provide otherwise.