Terms and Conditions

1. Scope and validity

These general terms govern all current and future IT and software services that DevBit e.U. (the contractor) provides to its clients, together with the service level agreements (SLAs) agreed for the respective engagement. They apply even where an individual order does not reference them explicitly. A client’s own terms and conditions apply only where we have accepted them in writing.

2. Services

The exact scope of services is defined in the respective agreement or SLA. Unless agreed otherwise, services are provided during our regular business hours. We may change the facilities and technology we use to deliver the services, provided this does not impair them.

Work that goes beyond the agreed scope — for example services outside business hours, analysing and fixing issues caused by improper handling or circumstances we are not responsible for, or training — is charged separately at the rates applicable at the time. Where we arrange third-party services at the client’s request, that contract is concluded directly between the client and the third party; we remain responsible only for the services we provide ourselves.

Accessibility features within the meaning of the Austrian Federal Disability Equality Act (BGStG) are part of the scope only where they have been expressly agreed; otherwise, reviewing the deliverables for compliance with that act is the client’s responsibility.

3. Client cooperation

We rely on our clients’ timely cooperation: providing the necessary information, data, documents, infrastructure and access; treating passwords and logins confidentially; and keeping their own copies of any data handed to us so it can be reconstructed at any time.

Where on-site work is agreed, the client provides the required workplace infrastructure and is responsible for site security and for the operating conditions the respective hardware manufacturers require. If agreed cooperation is delayed or incomplete, the services we have delivered are still considered provided in line with the contract, schedules shift by a reasonable amount, and additional effort may be charged at the applicable rates. Unless agreed otherwise, the client’s cooperation and contributions are provided free of charge.

4. Change requests

Either party may propose changes to the agreed scope at any time. A change request describes the desired change, the reasons for it and its impact on schedule and cost, so the other party can assess it properly. It becomes binding once both parties have signed it.

5. Service quality, warranty and contractual penalties

We are committed to delivering the services as agreed. If services deviate substantially from the agreed quality standards, we start remediation promptly and, within a reasonable period, re-perform the affected services or carry out the necessary rework. Defects must be reported to us in writing or by email without undue delay; the client supports us in analysing and resolving them. Where a defect results from the client’s contributions or a breach of the client’s obligations, free-of-charge remediation is excluded — we will offer to resolve it against payment.

The warranty period for deliveries of hardware or software products is six months from handover; for third-party products, the manufacturer’s warranty terms take precedence. Title to delivered products remains with us until they are paid in full.

Where SLA recovery times are exceeded, contractual penalties apply as set out in the SLA, capped at 20% of the total annual fee per year; further damage claims are excluded except in cases of intent or gross negligence.

6. Liability

We are liable for damage we demonstrably caused only in cases of gross negligence or intent; this applies accordingly to damage caused by third parties we involve. Liability for personal injury we caused is unlimited.

Liability for indirect damage — such as lost profit, costs connected to business interruption, loss of data or third-party claims — is expressly excluded. Damage claims become time-barred in line with statutory rules, at the latest one year after knowledge of the damage and of the party that caused it. Where data backup has been expressly agreed as a service, liability for the loss of data is not excluded, but recovery is capped at 10% of the order value per incident, with an overall maximum of EUR 15,000.

7. Fees and payment

Fees and conditions follow the individual contract; statutory VAT is added. Travel time counts as working time, and travel and accommodation expenses are reimbursed against receipts. We may make the provision of services dependent on reasonable advance payments or other security.

Unless agreed otherwise, one-off fees are invoiced after delivery and recurring fees quarterly in advance. Invoices are payable within 14 days of receipt, without deduction and free of charges. In case of late payment we may charge statutory default interest and the costs required for collection; if the delay exceeds 14 days, we may suspend all services and call due the fees for all services already delivered. Recurring fees are indexed to the applicable Austrian collective agreement for IT services (experience level ST2). Set-off is permitted only with counterclaims we have recognised or that have been confirmed by a court; the client bears any duties or levies arising from the contractual relationship.

8. Force majeure

Where obligations cannot be fulfilled on time or properly due to force majeure — such as war, terrorism, natural disasters, fire, strikes, embargoes, official interventions, failures of power supply, transport or telecommunications networks, or legal changes after signing that affect the services — this does not constitute a breach of contract.

9. Usage rights in software products and documents

Where software products are provided to the client, or the client is enabled to use software products as part of the services, the client receives the non-exclusive, non-transferable, non-sublicensable right to use them in unchanged form for the duration of the contract. One licence is required per concurrent user in a network, or per stand-alone PC. For third-party software products, the manufacturer’s licence terms take precedence.

Unless a separate agreement is made, no broader rights to software products are transferred; the client’s statutory rights under Sections 40(d) and 40(e) of the Austrian Copyright Act remain unaffected. Documents we provide, in particular documentation for software products, may not be reproduced or distributed, whether for payment or free of charge. The rights to project-specific work results — including the scope of the handover — are agreed in the individual project contract.

10. Term and termination

The contract enters into force when both parties sign and runs for an indefinite period. Either party may terminate it by registered letter with six months’ notice, at the earliest at the end of the agreed minimum term.

Both parties may terminate early for good cause by registered letter — in particular if the other party materially breaches the contract despite a written warning, becomes insolvent, or if force majeure prevents performance for more than six months. We may also terminate early for good cause if essential parameters of the engagement have changed and continuing the services can no longer be reasonably expected of us economically.

Upon termination, the client returns all documents and documentation we provided. On request, we support the transition of the services back to the client or to a third party named by the client, at our then-applicable hourly rates.

11. Data protection and confidentiality

When handling personal data we comply with the Austrian Data Protection Act, the GDPR and applicable telecommunications law, and we implement the technical and organisational measures required within our area of responsibility. The privacy notice (Art. 13 and 14 GDPR) and the data processing agreement (Art. 28(3) GDPR) accompany the engagement.

Both parties treat all business secrets they learn in connection with the contract confidentially and do not make them available to third parties, with the customary exceptions (publicly known information, prior knowledge, independent development, or disclosure required by law or court order). Subcontractors bound by equivalent confidentiality obligations are not considered third parties.

12. Non-solicitation, governing law and disputes

During the term of the contract and for one year after it ends, the client will not solicit employees we deployed to provide the services, directly or through third parties; otherwise a contractual penalty as set out in the German terms applies.

Amendments and additions to the contract require written form, as does waiving this requirement. Should individual provisions be or become invalid, the remaining provisions stay in effect and the invalid provision is replaced by a valid one that comes closest to its economic purpose. Assigning rights or obligations under the contract requires the other party’s prior written consent; we may, however, transfer the contract to an affiliated company.

Austrian law applies exclusively, even where the engagement is carried out abroad. The courts with subject-matter jurisdiction at the contractor’s registered seat have exclusive local jurisdiction. For disputes that cannot be settled amicably, the parties agree to involve registered business mediators before initiating legal proceedings, in line with the mediation clause recommended by the Austrian Professional Association of Management Consultancy and Information Technology.