Terms and Conditions
1. General Provisions
1.1. The contractor (AN) provides information technology services and operates hardware and software components for the client (AG) in accordance with the attached Service Level Agreements (SLAs), which form an integral part of the contract.
1.2. These General Terms and Conditions (AGB) apply to all present and future services provided by AN to AG, even if these AGB are not explicitly referenced when concluding individual contracts. Terms and conditions of AG shall only apply if acknowledged by AN in writing.
2. Scope of Services
2.1. The exact scope of AN's services is defined in the respective SLA with AG. Unless otherwise agreed, AN provides services during AN's standard business hours as stated in the SLA. AN shall provide for the delivery and availability of services according to the respective SLA.
2.2. The basis for the facilities and technology deployed by AN to deliver services is the qualitative and quantitative service requirements of AG, as determined on the basis of information provided by AG. If new requirements of AG necessitate changes to the services or deployed technology, AN will submit a corresponding offer upon request of AG.
2.3. AN is entitled to modify the facilities deployed to provide services at its own discretion, provided no impairment of services is to be expected.
2.4. Services by AN that are utilized by AG beyond the agreed scope of services will be remunerated by AG according to actual personnel and material costs at AN's current rates. This includes in particular services outside AN's standard business hours, analysis and elimination of disruptions and errors caused by improper handling or operation by AG or other circumstances not attributable to AN. Training services are also generally not included in the services and require a separate agreement.
2.5. If AN arranges services of third parties at AG's request, these contracts are concluded exclusively between AG and the third party under the respective terms and conditions of the third party. AN is only responsible for the services it provides itself.
2.6. We expressly point out that accessible design, particularly in accordance with the Federal Act on Equal Treatment of People with Disabilities (Federal Disability Equality Act - BGStG), the Federal Act on Accessible Websites and Mobile Applications of the Federation (Web Accessibility Act - WZG) and the Federal Act on Accessibility Requirements for Products and Services (Accessibility Act - BaFG) entering into force on 28 June 2025, is not included in the offer unless specifically/individually requested by AG. If accessible design has not been agreed upon, AG is responsible for reviewing the service for its admissibility with regard to the applicable statutory provisions.
3. Cooperation and Ancillary Obligations of AG
3.1. AG undertakes to support all measures necessary for the provision of services by AN. AG further undertakes to take all measures necessary to fulfill the contract that are not included in AN's scope of services.
3.2. If services are provided on-site at AG's premises, AG shall provide the network components, connections, power supply including peak voltage compensation, emergency power supplies, floor space for equipment, workplaces, infrastructure and any other required resources in necessary scope and quality (e.g. air conditioning) free of charge for the provision of services by AN. In any case, AG is responsible for compliance with the requirements demanded by the respective manufacturer for the operation of hardware. AG shall also ensure premises and building security, including protection against water, fire and unauthorized access. AG is solely responsible for special security precautions (e.g. security cells) on its premises. AG is not authorized to give instructions - of any kind - to AN's employees and shall submit all requests regarding service delivery exclusively to the contact person designated by AN.
3.3. AG shall provide all information, data and documents required by AN to carry out the contract at the agreed dates and at its own expense in the form required by AN and support AN upon request in problem analysis and troubleshooting, coordination of processing orders and coordination of services.
3.4. Unless expressly included in AN's scope of services, AG shall arrange network connectivity at its own risk and expense.
3.5. AG is obliged to treat the passwords and log-ins required to use AN's services confidentially.
3.6. AG shall additionally store the data and information handed over to AN so that they can be reconstructed at any time in case of loss or damage.
3.7. AG shall perform all cooperation obligations incumbent upon it in such a timely manner that AN is not hindered in providing the services.
3.8. If AG does not fulfill its cooperation obligations at the agreed dates or to the intended extent, the services provided by AN shall nevertheless be deemed to have been provided in accordance with the contract despite possible limitations.
3.9. AG shall ensure that its employees and third parties attributable to it treat the facilities and technologies deployed by AN as well as any assets provided to it with care; AG shall be liable to AN for any damage.
3.10. Unless otherwise agreed, ancillary provisions and cooperation by AG shall be provided free of charge.
3.11. If AN provides storage space to AG, AG is obliged not to store any data thereon the use of which violates applicable law, official orders, rights of third parties or agreements with third parties.
4. Personnel
4.1. If, according to the agreements made between the contracting parties, employees of AG are taken over by AN, a separate written agreement must be concluded.
5. Change Requests
5.1. Both contracting parties may request changes to the scope of services at any time ("Change Request"). A Change Request only becomes binding upon legally valid signature by both contracting parties.
6. Service Disruptions
6.1. AN undertakes to provide the services in accordance with the contract.
6.2. If the defectiveness is based on ancillary provisions or cooperation by AG, any obligation to remedy defects free of charge is excluded.
6.3. Defects that occur must be reported to AN immediately in writing or by e-mail by AG.
6.4. The warranty period is six (6) months.
6.5. The updating obligation according to § 7 VGG in conjunction with § 1 para. 3 VGG is excluded to the extent permitted.
6.6. The provisions of this section apply mutatis mutandis to any deliveries of hardware or software products.
7. Contractual Penalty
7.1. AN is obliged to comply with the performance levels or restoration times specified in the SLA. Penalties per year are limited in amount to 20% of the total annual remuneration.
8. Liability
8.1. AN is only liable to AG for demonstrably culpable damages in cases of gross negligence and intent. In case of personal injury, AN's liability is unlimited.
8.2. Liability for indirect damages is expressly excluded.
8.3. Claims for damages expire at the latest one year after knowledge of the damage and the tortfeasor.
8.4. Claims against third parties are assigned to AG to the extent applicable.
8.5. In case of expressly agreed data backup, liability for restoration costs is limited.
8.6. AN is not liable for disruptions of the telecommunications infrastructure.
9. Remuneration
9.1. The remuneration to be paid by AG results from the contract; VAT is charged additionally.
9.2. Travel time of AN's employees counts as working time.
9.3. AN is entitled to make service provision dependent on advance payments or securities.
9.4. Invoices are payable at the latest 14 days after receipt of invoice without deduction.
9.5. Ongoing remuneration is based on the collective bargaining agreement salary (ST2).
9.6. Set-off is only permitted to AG with a counterclaim that has been acknowledged or established by final judgment.
9.7. Tax liabilities arising from the contractual relationship are borne by AG.
10. Force Majeure
10.1. In case of force majeure, there is no breach of contract insofar as services cannot be provided on time or properly.
11. Rights of Use to Software Products and Documents
11.1. AG is granted a non-exclusive, non-transferable, non-sublicensable right of use limited to the term of the contract.
11.2. In case of network use, a license is required for each simultaneous user.
11.3. For third-party software products, the license terms of the manufacturer apply with priority.
11.4. Without separate agreement, no further rights are transferred.
11.5. Documents may neither be reproduced nor distributed.
11.6. Documentation and passwords are handed over according to agreement.
12. Term of Contract
12.1. The contract runs for an indefinite period and may be terminated with notice.
12.2. Premature termination without notice for good cause is possible.
12.3. Upon termination of the contract, documents provided must be returned.
12.4. In case of service reversion, AN will provide support upon request against charge.
13. Data Protection
13.1. The data protection declaration according to Art 13 and 14 GDPR is attached to the contract.
14. Confidentiality
14.1. Both contracting parties treat trade secrets confidentially.
14.2. Subcontractors are not considered third parties if equivalent confidentiality obligations exist.
15. Non-Solicitation
15.1. AG will not solicit any employees deployed by AN during the contract term and up to one year thereafter; a contractual penalty applies in case of violation.
16. Final Provisions
16.1. The contracting parties designate competent contact persons.
16.2. Amendments and supplements to the contract require written form.
16.3. Invalid provisions do not affect the validity of the remaining provisions.
16.4. Dispositions over rights/obligations require prior written consent of the other contracting party.
16.5. Austrian law applies; place of jurisdiction is the seat of the contractor.
In case of disputes arising from this contract, the contracting parties agree to prioritize out-of-court settlement by means of commercial mediation. In case of mediation that has not come about or has been terminated, Austrian law applies in any court proceedings that may be initiated. Pre-trial costs may be claimed.