(further referred to as “edddison technologies”)
Graz, April 1st, 2019
1.1. These General Terms and Conditions (GTC) shall generally apply, unless they have been excluded in writing and no later than from the start of discussions about cooperation between the parties. These terms and conditions are an integral part of all activities of “edddison technologies” that include services rendered to a client. The GTC are available on the Internet at www.edddison.com.
1.2. “edddison technologies” is entitled to provide services through its personnel and/or the service of third parties (either in whole or in part).
2. Area of applicability and scope
2.1. If these GTC compete with those of the client, then these GTC shall have precedence.
2.2. In the case that the scope and/or cost of the service to be provided can be estimated prior to the order placement, “edddison technologies” will communicate a written offer (e.g. purchase offer, statement of license cost), which contains the content and scope of the service and the cost of the service. All offers shall be subject to the GTC.
2.3. For “edddison technologies” only statements which are submitted in writing (by email in PDF format, by regular mail or by fax) are binding. Non-binding are statements that are marked as non-binding (e.g. “draft”, “estimate”).
2.4. In principle offers are binding for a time frame of four weeks starting from the date of submission of the offer, unless they contain specific disclosures about commitment periods.
3. Participation and information
3.1. The client is obliged to contribute the best possible performance of the owed services through collaboration and/or making available of necessary information. If the client fails to perform his/her collaboration duties or does not sufficiently perform these duties, then the obligation to deliver is suspended until the time of proper participation by the client.
3.2. The client shall ensure that “edddison technologies” is provided with all documents needed for the fulfillment and execution of the contract in a timely manner and without special request and, further, that “edddison technologies” is informed of all events and circumstances which may be significant to the execution of the contract. This is also applies to all documents, events and circumstances that only become known or available after “edddison technologies” has begun its work.
3.3. The client will ensure that the general conditions in his circle of influence during the fulfillment of the contract allow for an undisrupted, swift provision of service and will cooperate to the required extent and also provide the necessary resources for the provision of service.
4.1. The parties commit themselves to mutual loyalty.
4.2. The parties commit themselves to prevent any encroachment of the independence of the cooperation partners and their respective employees. This is valid especially for offers relating to work done by employees of “edddison technologies” and/or the acceptance of orders on their own account.
5. Copyright and right of use
5.1. All services remain the intellectual property of “edddison technologies”. The client’s right of use comprises exclusively the content use and scope of use outlined in the respective agreement (e.g. order, purchase contract, license terms).
5.2. If there is no written agreement, the client is granted the non-exclusive, indefinite right to intra-company use of the services of “edddison technologies”. Any other use by the client, including in the course of dissolution or bankruptcy of the company as well as short-term making available for reproduction purposes to third parties, is prohibited. In particular, this right of use by the client, unless otherwise specified in a written agreement, does not cover (commercial) distribution, utilization, transmission, modification, (sub)licensing, publication, development, lending, renting, translation, and (in the case of software) the disassembly or decompiling by the client. “edddison technologies” reserves all other rights of use, such as in particular the right to otherwise (commercially) use the services provided, especially to reproduce, further develop, distribute and modify.
5.3. Professional statements may only be used for the purpose of the specified order. The professional statements include, among other things, documents created, supporting documents, agreements, analyses, reports, programs, drawings and data carriers. Any use outside of the purpose of the contract requires the written (e.g. by email or fax) consent of “edddison technologies”. This does not create any liability by “edddison technologies” with regards to third parties.
5.4. The use of “edddison technologies”’s professional statements for advertising and marketing purposes by the client is not permitted without its written consent. A breach entitles “edddison technologies” to immediate termination of all not yet completed contracts and compensation for damages.
5.5. The client obtains the right to use the services of “edddison technologies” only after payment in full has been received. However, the client is permitted to test the services rendered intra-company even before services has been paid in full.
6.1. Cooperation may be terminated by mutual agreement without cause at any time in writing (e.g. by email or fax).
6.2. Termination by a party is possible under the following conditions:
a) At the opening of insolvency proceedings or at the rejection of a request to open insolvency proceedings for lack of funds by “edddison technologies” or by the client
b) Liquidation of “edddison technologies” or of the client
c) Cessation of operation of “edddison technologies” or of the Client
d) By “edddison technologies” only in the case payment is not received from the client despite two written notices granting reasonable extended deadlines by “edddison technologies”
e) By the client only in the case of proven default of performance despite two written notices granting reasonable extended deadlines by “edddison technologies”
f) Additional grounds for termination that give the right to extraordinary termination are as listed under Section 10.4.
6.3. A notice of termination must be given in writing (e.g. by email or fax) specifying the exact reason for termination and shall take effect upon receipt by the recipient.
6.4. In the case of termination “edddison technologies” is entitled to compensation for the performed work which was completed up to the time of the termination and the client is entitled to the immediate handing over of all results of work rendered by “edddison technologies” up to the time of the termination in a usable form.
7.1. “edddison technologies” is entitled to and obligated to correct any known inaccuracies and defects in its services.
7.2. The client will immediately examine all services provided by “edddison technologies” and promptly report any inaccuracies and defects in writing. The client is entitled to warranty provided that all inaccuracies and defects are promptly reported in writing, the defect is reproducible, and the client proves that the defect existed at the time the service was delivered.
7.3. This entitlement expires at the latest six months after the delivery of the service that is found faulty by “edddison technologies”.
7.4. “edddison technologies” fulfills its duties to complete the contract/order with the best of its knowledge and belief. “edddison technologies” warrants that all services are rendered in the best interest of its client but is, however, reliant on the collaboration of the client with regards to the accuracy, completeness and truthfulness of the content of its work. For those services that are based on information provided by the client, “edddison technologies” assumes no responsibility for the accuracy, completeness and truthfulness of the content.
7.5. In the event of warranty the remedy shall have precedence over reduction or conversion.
8.1. “edddison technologies” and its agents or employees are only liable for damages when intent or gross negligence is proven by the client within the framework of legal regulations. Liability for slight negligence is excluded except in the case of bodily injury.
8.2. Compensation for consequential damages, indirect damages, lost profit, financial losses, savings not achieved, loss of interest, damages for loss of data and damages arising from third-party claims against the client and also from claims based on product liability against the client is always excluded.
8.3. “edddison technologies” is liable exclusively for damage which is proven to be caused by its agents or employees through gross negligence and is a result of acts that were necessary to fulfill the service requirements.
8.4. Liability by “edddison technologies” is always excluded in the case of data loss by the client. The client will backup its data at regular intervals.
8.5. Liability is limited in every case to the total contract value for the respective project. If no total order amount is predetermined, then the liability is limited to the total amount which was actually paid by the client exclusively under the title of the respective project.
8.6. In the case that the client uses insecure communication methods (e.g. Internet) for the purpose of information exchange, “edddison technologies” is not liable for any resulting damages.
8.7. All damage claims prescribe within twelve months.
9.1. Both parties are committed to maintain silence (professional discretion) about all matters (e.g. trade secrets, business secrets) which become known to them within the context of their cooperation.
9.2. “edddison technologies” may deliver reports, expertise and other written statements on the results of its activity to third parties only with the consent of the client. “edddison technologies” can, however, publish general and anonymous reports on the activities for the client.
9.3. Professional discretion applies for two years following the termination of cooperation. Exceptions are cases in which there is a legal obligation to disclose information.
9.4. “edddison technologies” is authorized to process or allow third parties to process the personal data entrusted to it within the context of the purpose of the contract. “edddison technologies” guarantees the obligation to ensure data confidentiality in accordance with the provisions of the Federal Act concerning the Protection of Personal Data.
9.5. A non-disclosure agreement between the parties supersedes Section 9 of these GTC.
9.6. “edddison technologies” is entitled to cite the client with the client’s logo as a reference in its advertising materials (e.g. website) and indicate the fact of cooperation in a brief and general form without reference to a specific project.
10.1. “edddison technologies” receives compensation for its services from the client. The amount of compensation is set out either in the purchase contract, in the license terms or in the respective contract.
10.2. Should it be foreseeable that the planned workload for the fulfillment of the contract will be exceeded by more than 10 percent due to modification requests of the client, “edddison technologies” will promptly inform the client, give the reason for the necessary additional work and seek an agreement with the client about the resulting additional costs.
10.3. If an agreement can be reached about the content of the additional work and extent of the additional costs, then the work will be promptly pursued.
10.4. If the client does not agree to an increase in cost, then “edddison technologies” can terminate the cooperation for good cause. In this case, “edddison technologies” will return all received documents and yielded results within 10 working days to the client. In return, the client will pay all costs for the completed work to date by “edddison technologies”. The amount owed must arrive within 10 working days in the account of “edddison technologies”.
10.5. The contract is concluded after the service was completed and existing deficiencies are not promptly reported to “edddison technologies” within at least three working days after delivery and with precise description of the defect. In case of doubt, the contract is deemed to be concluded at the point in time named in the respective offer and/or individual order as the date of completion.
10.6. If a proper execution of the contract is prevented by the client after the order placement despite a one-time written notice setting a grace period, then “edddison technologies” can terminate the cooperation. In this case, reimbursement of all costs for the completed work to date is due to “edddison technologies”, including those incurred in relation to the placing of the order (e.g. offer preparation costs, meetings). In this case, “edddison technologies” will return to the client all received documents and yielded results within 10 working days.
10.7. Unless otherwise agreed upon in writing, an advance payment of 30 percent of the order amount is due to “edddison technologies” at the time of placing the order and/or after the conclusion of the purchase contract.
10.8. “edddison technologies” provides the client with a bookable invoice. All payments are to be paid as gross amounts arriving in the account named by “edddison technologies” within 14 working days from receipt of the invoice.
Default in payment triggers legal consequences of default and entitles the collection of an appropriate reminder fee.
10.9. “edddison technologies” can make the completion of its services dependent on the full satisfaction of its claim for payment. Complaints concerning the work and/or services of “edddison technologies” does not entitle the client to withhold payment owed to “edddison technologies”, except in the case of obvious defects.
10.10. All services are the property of “edddison technologies” until payment in full is received.
11. Amendments, gaps and email
11.1. Agreements deviating from these GTC (e.g. those in the purchase contract or in the license agreement) are permissible if made in writing. They amend only those provisions of these GTC that are directly affected by the deviating provisions. All other provisions of these GTC remain fully applicable.
11.2. In the case that any provision of these GTC becomes invalid or a legal gap is found in these GTC, the validity of the other provisions of these GTC shall not be affected.
11.3. The contracting parties are obligated in this case to agree upon a relevant provision, which comes closest to the will of both parties, to replace the invalid provision or to fill the legal gap as soon as possible.
11.4. Offers can be communicated legally in writing, by email in PDF format or by fax. Offers can be accepted legally in writing, by email or by fax.
12. Applicable law, place of fulfillment, jurisdiction
12.1. The contract, the delivery of services and all license conditions and all claims resulting thereof are subject to Austrian law. The application of the UN Sales Convention (CISG) and the reference provisions of the Austrian Private International Law Act (IPRG) are excluded. The place of fulfillment and jurisdiction is Graz, Austria.
12.2. For all disputes arising about the validity of the contract, from the contract itself and after the termination of contract, the competent court for commercial matters in Graz, Austria, defined by the amount in dispute, is declared as having exclusive jurisdiction.