General Terms and Conditions

§ 1 Validity of these terms and conditions

1. these General Terms and Conditions (“GTC”) of primeone business solutions gmbh, Am Euro Platz 2/Building G, A-1120 Vienna, FN 323407z (“primeone”) apply to all declarations, offers, deliveries and services and pre-contractual obligations of primeone in connection with the services listed in § 6 to § 9. Insofar as primeone and the Principal (“the contractual partners”) have already begun working together prior to the conclusion of a written contract, they shall also be subject to the provisions of these GTC. Other terms and conditions, in particular those of the Principal, shall not become part of the contract, even if primeone does not expressly object to them.
2 These GTC shall only apply to entrepreneurs within the meaning of Sections 1, 2 and 3 of the Austrian Commercial Code (UGB) and legal entities under public law.

§ 2 Conclusion of contract

1. primeone conducts contract negotiations with the Principal by letter, e-mail, fax, telephone or verbally/in person.
2. primeone’s offers are subject to change and non-binding unless the offer is designated as binding in writing by primeone. All information provided by primeone regarding the expected time and costs of an order are estimates based on the requirements specified by the client and are non-binding; the same applies to information regarding delivery and performance times, unless they are designated as binding in writing.
3A contract is concluded when the Principal accepts the offer or when the Principal places an order with the same content as the offer, and also when primeone begins to provide the service. primeone can request written confirmation of verbal declarations by the Principal at any time.
4. If the Principal’s declaration or order deviates from primeone’s offer (“Principal’s contract offer”), a contract is only concluded when primeone confirms the Principal’s contract offer and also when primeone begins to provide the service. Unless otherwise specified in an offer from primeone, primeone is bound to this offer for two weeks.

§ 3 Standard software, services or cloud applications of a third party

1. if the client orders standard software, services, cloud applications or cloud services (cloud applications and cloud services together: “the cloud applications”) from a third party (the “third-party manufacturer”) via primeone, a contract is concluded exclusively between the client and the third-party manufacturer or dealer with whom primeone places the order for the client (dealer and third-party manufacturer hereinafter together: “the third party”).
2. primeone merely processes the Principal’s order and has no contractual obligations with regard to the services of the third party and assumes no liability in this context in any form whatsoever.
3.The contract between the Principal and the third party is governed exclusively by the terms and conditions of the third party. The Principal itself must inquire about any changes and new versions of the third party’s terms and conditions. primeone points out to the Principal that, in addition to all other suspension or termination rights to which the third party may be entitled, the third party may temporarily or permanently block the password, the account and access to the ordered cloud services if
o primeone, through whom the Principal has placed this Order, breaches its obligations to the third party in relation to the Cloud Services under this Order (including failing to pay any amounts owed by it in connection with this Order in a timely manner); or
o the client fails to meet its obligation to make timely payment in connection with the cloud services under this order.
4. primeone will support the client in acquiring any supplements and extensions to the services of the third-party manufacturer at the client’s request.
5. the provisions of these GTC shall apply mutatis mutandis to the services provided by primeone in accordance with § 3 of these GTC.

§ 4 Cooperation between the contractual partners

1. the contracting parties undertake to cooperate closely and fairly, provide each other with the necessary information and support each other in such a way that the purpose and objectives of the contract can be achieved cooperatively. The cooperation does not establish a corporate relationship between the contractual partners.
2. If the cooperation requires close coordination between the contractual partners, the following applies:
a. Before the start of the service, each contractual partner shall appoint a competent contact person who is available to the other contractual partner for information and can make decisions themselves or bring them about promptly. The contracting parties shall avoid replacing the contact person wherever possible. If a designated contact person leaves the company of a contractual partner, the respective contractual partner shall immediately designate a new contact person and provide their contact details and decision-making powers. If necessary, the contractual partners shall appoint a deputy for the contact person.
b. The contact persons shall keep each other continuously informed about the progress of the service processing and meet as agreed, but at least once a month on site or remotely.
c. The contact person on the primeone side has the task of organizing the service processing responsibly. This includes the planning, implementation, monitoring and documentation of the services. The Principal is involved in this within the scope of its duty to cooperate (see also § 17). primeone may demand that project employees of the Principal are named and that the proportion of their working time that they are available for the project is specified. The Principal may only replace named project employees for compelling operational reasons or in consultation with primeone.
d. If required by the scope and complexity of the services to be provided by primeone, the contractual partners shall appoint an equal number of persons to jointly form a steering committee. Each contractual partner shall appoint a spokesperson. In the steering committee, the contact persons report on the status and planned progress of the service provision. The steering committee decides if no agreement can be reached at the level of the contact partners on a question of the concrete implementation of agreed services. Decisions in the steering committee are unanimous. Voting rights are held by the spokespersons. The steering committee meets at regular intervals to be determined by the contractual partners when the committee is set up. primeone prepares the meetings of the steering committee (invitation, agenda, decision-making material).
e. Each contractual partner can request additional meetings of the contact persons or the steering committee.
3. primeone can prepare minutes of meetings, which record the main points discussed and the decisions made and which primeone sends to the client for review promptly after completion. The minutes become binding if the client does not object to specific statements in writing within five working days, at the same time submitting its own formulation proposal. An objection will be negotiated at the next meeting. A further record of this meeting must be prepared by primeone.

§ 5 Services of primeone, performance requirements and change requests of the Principal

1. the client has checked before conclusion of the contract that the specification of primeone’s services corresponds to his wishes and needs. He expressly confirms that he is aware of the essential features and conditions of primeone’s services.
2. Product descriptions, illustrations, etc. are merely exemplary descriptions of services and do not constitute any concrete assurances or even guarantees. Such an assurance is only effective with an express written declaration by the management of primeone.
3. primeone does not guarantee the barrier-free design of standard and individual software within the meaning of the Federal Act on the Equality of Persons with Disabilities (Federal Disability Equality Act), unless this is agreed separately in writing with the client.
4.Requested changes and extensions or additions to the services (together: “the change request”) must be requested by the Principal in writing; primeone can request written confirmation of a verbal change request at any time. primeone will soon assess whether the change request can be implemented and what effects it will have on the contract (in particular on the scheduling and remuneration) and will inform the Principal of the result of this assessment in writing within a reasonable period of time. The Principal shall compensate primeone for the time required to assess the change request, in particular for the analysis and concept creation, on the basis of the agreed hourly or daily rates. If no such rates have been agreed, the rates usually charged by primeone for such services shall be deemed agreed.
primeone may refuse to carry out a change request if this is unreasonable for it or if the change request cannot be carried out by it. If the implementation of a change request has an impact on the schedule or the remuneration, primeone is entitled to an adjustment of the contractual provisions in this regard. If the contractual partners do not agree on an adjustment, primeone shall continue to provide its services in accordance with the previous contractual specifications.
5. primeone is entitled to provide and invoice partial services.
6. primeone is entitled to provide services remotely, i.e. by remote access to the Principal’s IT systems. The Principal must provide the necessary technical requirements for this at its own expense and grant primeone access to its IT systems after prior notification.
7. primeone is entitled to use subcontractors and specialists for all or only parts of the agreed services. The subcontractors and specialists are vicarious agents of primeone. The same rules apply to the subcontractors and their employees as to primeone; however, the subcontractors and specialists cannot delegate the obligation to perform further.

§ 6 Introduction of a software system

1. primeone shall provide a bundle of services in return for remuneration within the scope of the order if primeone undertakes the implementation of software (hereinafter: “the software”) for the client.
2. installation of the software:
If primeone is commissioned to install the software, the following applies:
a. primeone installs the software on a production system and, to the extent agreed, on one or more test and development systems at the client’s premises.
b. If the software is installed as a cloud application on the devices (hardware) of a third party, in particular the third-party manufacturer (see § 3 para. 1), primeone does not provide any installation services with regard to the software and is therefore not liable for its functionality and freedom from defects
3. Individual adaptations of the software (“customizing”):
If primeone is commissioned to provide customizing services, the following applies:
a. primeone adapts the software to the individual requirements of the client through customizing. The contracting parties understand customizing to mean all adjustments to the software that are possible without programming; for individual adjustments that require programming, § 7 applies.
b. If the software is installed as a cloud application on the devices (hardware) of a third party (see para. 2 lit. b), primeone shall provide customizing services in relation to the software if and insofar as this is technically possible and supported by the third party.
c. primeone does not owe the documentation of the adaptations, unless the contractual partners have agreed otherwise in writing;
4. Connection of the software to the client’s IT landscape via interfaces:
If primeone is commissioned to connect the software to the client’s IT landscape, the following applies:
a. primeone connects the software to the client’s IT landscape via interfaces. If programming activities are required in this context, § 7 shall apply in addition.
b. If the software is installed as a cloud application on the devices (hardware) of a third party (see para. 2 li t. b), primeone shall provide services in relation to the connection of the cloud application via interfaces to the IT landscape of the Principal if and insofar as this is technically possible and supported by the third party.
c. primeone is not responsible for the documentation of the interfaces, unless the contractual partners have agreed otherwise in writing.
d. The Principal shall provide primeone with test systems for all neighboring systems or third-party systems to which the software is to be connected via interfaces, free of charge and in good time (see also § 17).
5. data migration:
If primeone is commissioned with the planning and implementation of the transfer of the Principal’s data (“data migration”), the following applies:
a. primeone only owes the transfer of the data as it exists in the Principal’s IT system. If programming activities are required in this context, § 7 shall apply in addition.
b. primeone will not check the quality of the client’s data.
c. An analysis of the data for quality and completeness by primeone and subsequent data cleansing shall be commissioned separately and expressly and shall be remunerated on a time and material basis.
d. If the software is installed as a cloud application on the devices (hardware) of a third party (see para. 2 lit. b), primeone shall provide data migration services if and insofar as this is technically possible and supported by the third party.
With regard to all data, the client is solely responsible for compliance with the relevant data protection provisions (see also Section 24 (2))
6. The services pursuant to Section 6 are uniformly subject to the law on contracts for work and services pursuant to Sections 1165 et seq. of the Austrian Civil Code (ABGB).

§ 7 Programming of individual software

1. the basis for the programming of individual software is the written service description, which primeone prepares for a fee on the basis of the documents and information provided by the client or which the client makes available. This service description must be checked by the client for correctness and completeness and provided with his approval note.
2. The client receives the source program and the development documentation. He will only receive a user manual if this has been agreed in writing.
3. primeone will only use such open source software and components, in particular open source program libraries, in the development of the individual software for the client and/or implement them in the individual software whose license conditions do not conflict with the unrestricted resale and commercial use of the individual software and do not place the individual software under the provisions of the license conditions of the open source software and components.
4.If primeone undertakes the development and programming of individual software for the Principal, Section 6 (6) applies accordingly (law on contracts for work and services).

§ 8 Workshops and training courses

1. primeone may be commissioned by the Principal to conduct workshops or software user training courses or to train multipliers who in turn train the users of the software system (“multiplier training” or “train the trainer”) for a separate fee (plus reimbursement of associated cash outlays and expenses, such as travel expenses in the form of official mileage allowances). If sufficient training of all of the Principal’s employees cannot be achieved through multiplier training, the Principal may commission primeone to train additional employees for a separate fee.
2. Workshops or training courses are carried out by means of remote services (i.e. remote access to the Principal’s IT systems) unless the Principal or primeone expressly agree to the provision of services at the Principal’s premises or at another location. In the case of a workshop/training course at the Principal’s premises, the Principal shall provide appropriate premises and technical equipment at its own expense after consultation with primeone. In the case of a workshop/training at another location, the Principal shall also provide the premises at his own expense and, in consultation with primeone, provide the necessary hardware and software and other material (e.g. flipcharts, etc.) on site at his own expense.
3. primeone is entitled to cancel a workshop or training date at short notice for good cause. primeone shall inform the Principal of the cancellation of a date as soon as possible and offer alternative dates. primeone assumes no liability for (additional) costs of any kind incurred by the client as a result, unless this has been agreed in writing.
4. primeone is responsible for holding the workshop or software user training, but not for any further success.

§ 9 Other services

1. primeone provides other services for the Principal on the basis of the Principal’s order, in particular consulting services and other IT services that do not fall under § 6 to § 8, against separate remuneration according to expenditure.
2. primeone only owes the activity as such in the sense of an effort, but not a specific work result, within the framework of a contract for other services. The same applies to activities in accordance with § 8 and maintenance contracts.

§ 10 Acceptance of the services provided by primeone

1. primeone may demand that the Principal inspects completed service statuses and accepts them in the absence of justified objections.
2. If services provided by primeone are to be accepted (cf. § 6 para. 6 and § 7 para. 4), the following applies within the scope of acceptance:
a. primeone informs the Principal of the completion of the implementation work and requests him to begin the acceptance test. A test period of one week then begins. The client carries out the acceptance tests on his own responsibility. The Principal may commission primeone separately and against payment to support him in carrying out the acceptance tests.
b. As part of the acceptance tests, the following error class classification applies:
▪ Error class 1 (operation-preventing error): The error prevents the use of the service, i.e. the daily operating process suffers a complete operational standstill, regardless of the system environment and software use, and productive continued operation cannot be guaranteed.
Error class 2 (operation-impeding error): The error severely impedes the use of the service, i.e. the daily transaction processes are significantly impaired, regardless of the system environment and software use, and can only be processed with additional manual effort with the aid of workarounds.
Error class 3: Other error.
c. In the event of a class 1 error, the test period shall be extended by the time primeone requires to rectify the class 1 error and notify the client of this; the client may also request an extension of the test period by a further week. Class 2 and 3 errors do not suspend the time period.
d. At the end of the test period, the service is deemed to have been accepted without the need for a declaration by the client. The client can only prevent automatic acceptance by notifying us in good time and in writing of any actual defects that prevent acceptance. Class 1 defects shall always prevent acceptance. Class 2 defects shall only prevent acceptance if there are more than ten class 2 defects. Class 3 defects shall not prevent acceptance.
e. Each contracting party may demand that areas which are separated from each other according to their intended use be accepted in advance by means of partial acceptance; a) to d) shall apply accordingly. With regard to properties of the partial area which the client can only check in connection with partial areas accepted later, the warranty period for the partial area accepted first shall only begin with the acceptance of the partial area accepted later.

§ 11 Rights of use of the client

1. contractual objects created by primeone under this contract, including their preparatory stages, design materials and documentation (hereinafter together: “the work results”) are protected (in particular by copyright). The same applies to contractual objects delivered by primeone, copyrights, patent and trademark rights and other property rights to the contractual objects and to other documents and results provided by primeone in the context of contract initiation and execution; in the relationship between the contractual partners, primeone is initially exclusively entitled to these, unless otherwise expressly agreed in writing.
2If primeone undertakes the development and programming of individual software (see § 6 para. 4 lit. a) and para. 5 lit. a), § 7) or if primeone creates legally protected work results as part of the provision of other services in accordance with § 9, primeone or its licensors are entitled to all copyrights to these work results. primeone grants the Principal a right to use the work results for an unlimited period of time and for an unlimited territory with regard to the copyrights to which primeone is entitled. The Principal’s right of use exclusively comprises the following rights:
a. The Principal may use the work results for its own purposes and for the purposes of group companies affiliated with the Principal in accordance with Section 15 of the German Stock Corporation Act (AktG) during their affiliation with the group and authorize these companies to use the work results for the duration of the affiliation in the same way as the Principal itself is authorized.
b. The client may make changes, translations, adaptations or other alterations to the work results.
c. The client may store the work results in the original or in edited form on any medium, run them, reproduce them and use them within and outside a network and make them accessible to affiliated group companies, regardless of the end device, both mobile and stationary, in particular via the Internet.
d. The client may use the work results in databases and data networks.
e. The client may also use the work results on the devices (hardware) of a third party previously named in writing to primeone, who is not affiliated with the client in accordance with lit. a), as part of outsourcing or hosting in accordance with lit. c) and lit. d).
3. the client may use workshop and training documents exclusively for internal purposes, in particular internal workshops and training courses. The Principal may not reproduce the documents or pass them on in any other form.
4. Any use of legally protected work results and contractual objects beyond the provisions of para. 2 and para. 3, in particular their rental, lending or distribution in physical or non-physical form, their use by and for third parties or their transfer to unauthorized third parties, requires the prior written consent of primeone and must be remunerated additionally and appropriately.
5.The Principal has no rights to legally protected objects that are not the subject of the contract, but are used by primeone during the provision of services to the Principal and are installed or stored on the Principal’s devices (hardware) or of which the Principal receives copies. The Principal must delete or return such items immediately.
6. primeone is entitled to check whether the Principal is using the contractual items to the contractually agreed extent and in accordance with these Terms of Use and has deleted items in accordance with paragraph 5. For this purpose, the Principal shall provide primeone with information upon first request, grant access to relevant documents and records and enable an inspection of the hardware and software environment used. primeone may carry out the inspection on the Principal’s premises during its regular business hours or have it carried out by third parties bound to secrecy, for example an auditor, at its own expense. primeone will ensure that the Principal’s business operations are disturbed as little as possible by an on-site inspection.
7.If third-party software is part of primeone’s services, the license and terms of use of the third party shall apply (see § 3). If the software contains components that are subject to the conditions of an open source license (“open source components”), the rules of the respective open source license shall apply to these. Should the client violate the license and/or terms of use, he shall indemnify and hold primeone harmless.

§ 12 Beginning and end of the rights of the client

1. primeone shall only transfer ownership of delivered items, in particular data carriers or workshop and training documents, and the rights according to § 11 to the Principal after full payment of the contractual remuneration.
2. primeone may revoke the transfer of rights according to § 11 for good cause. An important reason exists in particular if the Principal violates § 11 in a significant manner.
3. In the event of revocation of rights in accordance with paragraph 2, primeone can demand the return of the original data carrier with the software and the workshop and training documents handed out by the Principal and written assurance that the Principal has made all copies of the software (regardless of the status) unusable and has deleted or destroyed copies of workshop and training documents handed out from his systems.

§ 13 Time of performance, delays, place of performance

1. if the contracting parties subsequently agree other or additional services that affect agreed deadlines, these deadlines shall be extended by a reasonable period.
2. performance deadlines shall be extended by the period during which primeone is prevented from providing the service due to circumstances for which it is not responsible and by a reasonable start-up period after the end of the impediment. These circumstances include, in particular, force majeure, labor disputes, non-delivery by suppliers and the lack of or inadequate cooperation of the client (§ 17). Sentence 1 shall also apply to the period in which the client is in default with performance obligations under the respective contract.
3. Reminders and deadlines set by the client must be in writing in accordance with Section 886 ABGB (see Section 27 (3)) to be effective. A grace period must be reasonable. A period of less than two weeks is only appropriate in cases of particular urgency.

§ 14 Termination of the exchange of services, contract commitment and termination of contract

1. the Principal may only terminate contracts for the implementation of a software project (§ 6) and for the programming of individual software (§ 7) prematurely for good cause on the part of primeone if primeone has not eliminated or discontinued this cause within two weeks of being requested to do so in writing. If it is actually or legally impossible or economically impractical to eliminate or discontinue this reason, a grace period may not be set. If primeone does not comply with such a request and the contract is therefore terminated, primeone shall only receive the portion of the agreed remuneration corresponding to the services actually rendered until the termination takes effect. If, on the other hand, the service is not performed for reasons on the part of the Principal or if the Principal refuses to fulfill the agreed service without reason or for reasons not attributable to primeone, primeone retains the claim to the entire agreed remuneration, even if essential parts of the agreed services were not provided. As a deduction for expenses saved by primeone, 10% of the contractually agreed remuneration is agreed.
2. Contracts for services according to § 8 and other services according to § 9, which are concluded for a limited period of time, end at the end of the contractually agreed term without the need for termination. Premature termination of a fixed-term contract is only possible in writing and for good cause. Such premature termination is only permissible if the important reason is not eliminated or discontinued by the contractual partner despite the setting of a reasonable grace period of at least two weeks. If it is actually or legally impossible or economically unfeasible to eliminate or discontinue this reason, a grace period may be waived. In the event of premature termination for good cause, primeone shall only receive the portion of the agreed remuneration corresponding to the services actually rendered up to the effective date of termination. If the contractual partners have concluded the contract for services in accordance with § 8 or § 9 for an indefinite period, the contractually agreed notice periods apply; if the contractual partners have not reached an agreement on this, the contract can be terminated in writing by either contractual partner with a notice period of one month to the end of the quarter. Other contractual relationships between the contracting parties shall remain unaffected by the termination.
3. All declarations in connection with the termination/termination of a contract must be made in writing in accordance with § 886 ABGB (see § 27 para. 3) in order to be effective.

§ 15 Remuneration

1 The client is obliged to pay primeone the agreed remuneration on time. Requests for changes (§ 5 para. 4) must always be remunerated, regardless of whether the contractual partners have agreed a flat rate or fixed price.
2If the contractual partners have agreed on a service in return for payment on a time and material basis (“time-based fee”), primeone shall provide evidence of its services in the form of a time sheet showing the employee deployed, the respective activity, the day on which the service was provided and the time spent on the activity. primeone shall invoice the working hours incurred to the nearest half hour. primeone shall prepare the time sheet by the tenth calendar day of each calendar month for the previous month. The time sheet is deemed to be approved as proof of performance unless the client raises objections in writing within seven calendar days of receipt.
3. If the parties agree a flat-rate or fixed price for the execution of the contract, the performance characteristics subject to this price agreement must be recorded in writing in the contract or the written order confirmation. primeone documents the working hours incurred to the nearest half hour. If no fixed or lump-sum price agreement has been made, primeone shall provide the services for a time-based fee.
4. primeone may demand reasonable additional remuneration for services caused by the Principal’s failure to comply with an obligation to cooperate (in particular § 17) or which have become necessary due to incorrect operation or an incorrect software environment.
5The statutory value added tax is always added to the remuneration and to all fees and prices, unless the turnover is exempt from value added tax or is an intra-Community service within countries of the European Union (EU).
6. The agreed remuneration is due at the latest after the service has been provided. primeone is entitled to demand payments on account or advance payments as stated in §16 Zi 2. This applies in particular in the case of partial services; the amount of a partial payment or advance payment is based on the value of the partial service. Interim invoices may be issued for partial services already rendered and the claims shown therein are due for payment immediately.
7. primeone is not obliged to provide services and/or hand over documents, documentation, passwords, etc. until all due remuneration claims of primeone have been settled in full.
8. The value stability of the fees/prices is expressly agreed. A consumer price index (CPI) published by Statistics Austria serves as a measure for calculating the stability of value. The stable value can be applied by primeone once a year with a cut-off date/effective date of 1.1. (“cut-off date”) and is applied by comparing the CPI annual average between the two previous calendar years. primeone is entitled, but not obliged, not to apply the entire increase (but only parts of it) in the event of an increase in fees/prices resulting from the stable value. Starting on January 1, 2024, primeone can assert the stable value in the respective 3 subsequent years from the respective key date; retroactive subsequent offsetting does not take place (see example below). The customer will be informed of the assertion in the course of invoicing. The further details of the value stability are agreed between primeone and the customer. Theoretical example: Due to the CPI, primeone could claim an increase of 3% from 1.1.2025, but this does not happen; from 1.1.2026, primeone could claim an additional increase of a further 2% (e.g. information about the increase as of 1.1.2026 by means of invoicing on 31.1.2026). primeone could claim an increase of up to 5% from 1.1.However, the 3% increase for the period from 1.1.2025 to 31.12.2025 could no longer be retroactively offset at this time and would only be taken into account for the period from 1.1.2026. primeone can claim the 3% increase until 2028 at the latest.

§ 16 Due date and payment, prohibition of set-off, rights of retention

1. primeone invoices services rendered on a time-based fee basis (§ 15 para. 2) in connection with the performance of the service or at the end of each month.
2. The Principal undertakes to pay 80% of the agreed remuneration to primeone upon conclusion of the contract, unless another payment plan with other due dates is agreed in writing. The remaining amount (20%) is due after corresponding (partial) invoicing. In the case of a maintenance/software contract, however, the entire fee (100%) for a period of 12 months is to be paid in advance, unless another payment plan with other due dates is agreed in writing.
3. primeone issues a verifiable invoice for each payment claim. Invoices must be paid within 14 days without deduction. The Principal’s right of retention (in particular the defense of non-performance or improper performance of the contract) is expressly excluded.
4. If the Principal orders standard software, services or cloud applications from a third party (the “third-party manufacturer”) via primeone, the Principal may pay the remuneration for the standard software and/or the services or the cloud application of the third-party manufacturer to primeone in the first billing period with discharging effect.
5. The Principal may only offset claims that have been legally established by a court of law. The Principal may only assign claims from this contract to third parties with the prior written consent of primeone.

§ 17 Duties and obligations of the client

1. the Principal shall support primeone in the provision of services and shall provide primeone with all information required for the execution of the contract in good time. Insofar as it is useful for the fulfillment of the contract and reasonable for the Principal, the Principal shall cooperate in the execution of the contract free of charge by providing employees, workspaces, hardware, operating systems, other software, compatible data and telecommunications equipment in good time and to the extent necessary. The Principal must ensure the functionality of the working environment.
2. The Principal defines test cases at an early stage, if possible at the beginning of a project in consultation with primeone, and makes these available to primeone. The Principal may commission primeone to propose test scenarios for a fee.
3. The Principal shall take appropriate and reasonable precautions in the event that the contractual objects do not work properly in whole or in part. In particular, the Principal is obliged to regularly back up data in accordance with the current state of the art.
4. If required, the Principal shall grant primeone access to computer systems (in particular legacy systems, test systems and neighboring systems).
5. The Principal shall provide the hardware required for the installation and use of the software system to be introduced by primeone (see § 6). The hardware must be provided in good time so that primeone can provide the contractual services without delay.
6. If the Principal does not or only insufficiently fulfill its obligations to cooperate, primeone is entitled to set the Principal a reasonable deadline to make up for this with the declaration that the contract will be deemed canceled if the deadline expires unused; in this case, primeone is no longer obliged to perform, but retains the right to the agreed remuneration with analogous application of § 14 of these GTC. If primeone adheres to the contract, the costs incurred as a result of the Principal’s failure to cooperate and/or insufficient cooperation (additional expenses, e.g. for overtime at other contractual partners) must be paid in addition to the agreed remuneration. If primeone suffers damages and/or other disadvantages as a result of a delay caused by a breach of the duty to cooperate, these shall also be reimbursed by the Principal.

§ 18 Material defects

1. in the event of defects in connection with performance pursuant to § 6 and § 7, the following shall apply:
a. The client must report defects or faults immediately (see § 20 below). The report must be made in writing. It can only be submitted by a person who has the necessary knowledge of the software system or the created individual software and qualifications and who has been named in writing to primeone as authorized to report defects.
b. The Principal shall support primeone in accordance with the rules of this contract in the clarification and elimination of the defect, in particular by specifically describing any problems that occur, providing primeone with comprehensive information and giving primeone the time and opportunity required to remedy the defect. The client shall cooperate free of charge. If there is not a defect in primeone’s performance, but for example a faulty operation or a problem with the software environment, primeone shall receive a time fee from the Principal for the work of clarifying and eliminating the defect (see § 15 para. 2).
c. primeone can initially improve. primeone can also provide services by remote maintenance; the Principal must grant primeone access to its IT systems for this purpose. The improvement is carried out at primeone’s discretion by eliminating the defect, by delivering a defect-free or new program version or by primeone showing ways to avoid the effects of the defect. The customer must accept at least three attempts at improvement due to a defect. An equivalent new program version or the equivalent previous program version that did not contain the defect is to be accepted by the Principal if this is reasonable for him.
d. The following response times apply to the rectification of defects:
▪ In the case of class 1 defects (§ 10 para. 2 b) and an error message during normal working hours, primeone shall begin rectification immediately, at the latest within eight hours of the error message, and shall continue it, as far as reasonable, outside normal working hours until rectification. The usual working hours are weekdays, Monday to Friday, 9:00 a.m. to 5:00 p.m., excluding national holidays and December 24 and 31.
▪ In the case of class 2 defects (§ 10 para. 2 b) and an error message during normal working hours (cf. § 18 para. 1 lit. d) i), primeone shall begin at the latest at the beginning of the next working day after the error message and shall continue until rectification within normal working hours. primeone may initially demonstrate a workaround solution and remedy the defect later if this is reasonable for the Principal.
▪ Defects of class 3 (§ 1 0 para. 2 b) shall be remedied by primeone as soon as possible, but at the latest within four weeks, if appropriate within the framework of correct defect rectification management.
2The Principal shall bear the costs arising from the fact that the improvement is made more difficult by the Principal, for example by operating the contractual objects or by violating its obligations to cooperate. If an improvement is made considerably more difficult or impossible due to actions and/or omissions attributable to the sphere of the Principal (regardless of fault), any warranty obligation of primeone shall lapse. In this case, the client shall also lose any claim for damages or the right to contest the error due to the defect(s) asserted.
3. In the event of defects in connection with services pursuant to § 8 and § 9, the following shall apply:
In the event of defects in connection with services pursuant to § 8 and § 9 of these GTC, the client shall accept at least three attempts to remedy the defect. If the defect cannot be remedied, the client shall only be entitled to a price reduction of a maximum of 5% of the remuneration agreed for the service concerned. Rescission is excluded.

§ 19 Defects of title

primeone provides its services free of third-party rights that conflict with this contract or will assign these to the contractual partner if possible and permissible. If third parties assert conflicting claims, the contractual partners shall inform each other of this immediately and in writing. The contracting parties shall support each other in the defense of such claims; however, any liability of primeone for defects of title is excluded, as is the right of the client to contest errors.

§ 20 Warranty period for material defects

The warranty period for all services provided by primeone is six months from handover. Notices of defects are only valid if they are made in writing (with a description of the specific defect(s)) within one week of the provision (in the case of services that are not subject to acceptance) or acceptance (see § 10) of the agreed service. In the case of warranty, improvement shall in any case take precedence over price reduction. Rescission is excluded in any case. In the event of justified notification of defects, the defects shall be rectified within a reasonable period of time. The presumption of defectiveness pursuant to § 924 ABGB is hereby excluded.

§ 21 Compensation

1. primeone shall only be liable to the Principal for damages for which it is demonstrably responsible in the event of gross negligence in the amount of the typical damage foreseeable at the time the contract was concluded. The claims are limited to EUR 50,000.00 per case of damage and a total of EUR 125,000.00 for all cases of damage arising from and in connection with this contract. This also applies mutatis mutandis to damages attributable to subcontractors or specialists engaged by primeone. Liability for slight negligence is excluded except in the case of the following paragraph 2.
2. primeone is liable for personal injury caused by fault in accordance with the statutory provisions.
3. Liability for indirect damages – such as loss of profit, costs associated with business interruption, loss of data or third-party claims – is expressly excluded.
4. If data backup has been expressly agreed, liability for data loss is not excluded, but is limited to the typical recovery effort that would have occurred if data backup had been carried out in accordance with the state of the art. In this case, liability is in any case limited to 10% of the order amount per case of damage, but no more than EUR 15,000.00. Any further claims by the client are excluded.
5. The reversal of the burden of proof under § 1298 ABGB and § 933a ABGB to the detriment of primeone is excluded.
6. primeone reserves the right to plead contributory negligence.
7. Claims for damages against primeone expire at the latest one year after knowledge of the damage and the damaging party.

§ 22 Subcontractors and specialists

If primeone uses subcontractors or specialists and warranty or other liability claims arise against them, primeone is entitled to assign these claims to the client and is thus released from any associated warranty obligations and any liability towards the client.

§ 23 Secrecy

1. the contracting parties undertake to treat as confidential all items (e.g. software, documents, information) which they receive or become aware of from the other contracting party before or during the execution of the contract, in particular those which are legally protected or contain business or trade secrets or are designated as confidential, even after the end of the contract, unless they are publicly known without breach of the confidentiality obligation. The contracting parties shall store and secure these items in such a way that access by third parties is excluded.
2. The client shall only make the contractual items accessible to employees and other third parties who require access in order to perform their official duties. It shall instruct these persons about the confidentiality of the items.

§ 24 Data protection

1. the contracting parties shall observe the applicable data protection regulations, in particular those valid in Austria. primeone shall oblige the persons working on its side to maintain data secrecy in writing in accordance with § 6 of the Data Protection Act (DSG) and shall prove this to the client upon request. If necessary, the contractual partners will conclude a separate written agreement on order processing in accordance with Art. 28 of the General Data Protection Regulation (GDPR).
2. If the Principal collects, processes or uses personal data itself or through primeone, it guarantees that it is authorized to do so in accordance with the applicable provisions, in particular data protection regulations, and indemnifies and holds primeone harmless from third-party claims in the event of a breach.

§ 25 Reference customer

primeone is entitled to refer to its business relationship with the client and the projects carried out in advertising material, on its website, on social media, in presentations, at events, etc. and to name the client as a reference customer.

§ 26 Non-solicitation clause

The client undertakes not to actively solicit primeone employees during the term of this contract and for one year after its termination. Circumventions (e.g. via third parties) are treated in the same way as direct violations of this obligation. If the Principal violates the non-solicitation clause, it must pay primeone a contractual penalty in the amount of the last gross annual salary of the solicited employee for each case of violation.

§ 27 Miscellaneous

1 This contract conclusively regulates all rights and obligations of the contracting parties. No ancillary agreements have been made.
2. All agreements containing an amendment, supplement or specification of the contract on which these GTC are based and the GTC themselves must be made in writing to be effective. The written form requirement can only be waived or amended in writing.
3. If declarations must be made in writing in accordance with these Terms and Conditions, e-mails and faxes are sufficient. This shall not apply to declarations pursuant to § 13 para. 3 and § 14, which always require the written form pursuant to § 886 ABGB.
4. The law of the Republic of Austria shall apply, excluding conflict of law rules and the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction for disputes arising from or in connection with these General Terms and Conditions is the registered office of primeone. primeone is also entitled to bring an action at the general place of jurisdiction of the client.
5. If one or more provisions of these General Terms and Conditions are or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid or unenforceable provision.