SOFA 1 GmbH’
Brauereistraße 4
5230 Mattighofen
Austria
Tel.: +43 676 54 52 211
E-mail: office@sofa1.at

Legal Information:
Business purpose: Software development
Company register number: FN 488237x
VAT number: ATU73116068
Company register court: Mattighofen
Registered office: 5230 Mattighofen
Supervisory authority: District Authority of Braunau
Professional regulations: Trade Regulation Act: www.ris.bka.at
Member of the Austrian Economic Chamber (WKO) Upper Austria, Information & Consulting Division
Professional title: Software development

Information on Online Dispute Resolution:
Consumers have the option to submit complaints to the EU’s Online Dispute Resolution platform:
http://ec.europa.eu/odr.
You can also submit complaints directly to the e-mail address provided above.

GENERAL TERMS AND CONDITIONS
for operator services in information technology

These GTC apply as of February 1, 2025.

1. General
1.1 The contractor (CT) provides the client (CL) with services in the field of information technology and the operation of hardware and software components in compliance with the attached Service Level Agreements (SLAs), which form an integral part of these terms.
1.2 These General Terms and Conditions (GTC) apply to all current and future services provided by the CT to the CL, even if explicit reference to the GTC is not made in individual contracts. The CL’s terms and conditions shall only apply if expressly acknowledged in writing by the CT.

2. Scope of Services
2.1 The exact scope of the CT’s services is defined in the respective SLA with the CL. Unless otherwise agreed, the CT shall provide services during its standard business hours according to the SLA. The CT ensures the provision and availability of the services in accordance with the respective SLA.
2.2 The basis for the facilities and technology used by the CT in service provision is determined by the qualitative and quantitative service requirements of the CL, based on the information provided by the CL. If the CL’s new requirements necessitate modifications to the services or technology used, the CT shall submit an appropriate offer upon request.
2.3 The CT is entitled to modify the facilities used for service provision at its sole discretion, provided this does not impair service quality.
2.4 Services provided by the CT that exceed the agreed service scope shall be compensated separately based on actual personnel and material costs at the CT’s applicable rates. This particularly includes services outside standard business hours, troubleshooting issues caused by improper handling or operation by the CL, or other circumstances beyond the CT’s control. Training services are not included in the services and require a separate agreement.
2.5 If the CT arranges third-party services at the CL’s request, the contract is formed exclusively between the CL and the third party under the third party’s terms and conditions. The CT is only responsible for the services it provides directly. The CT remains responsible for the coordination and quality assurance of the arranged services, provided these are part of the agreed service scope.
2.6 The CL has no right to receive the source code of software or other technical solutions developed under this contract. If the CL requires access to the source code, this must be contractually agreed upon separately and compensated accordingly.
2.7 Unless explicitly agreed otherwise, all rights to the source code remain with the CT. The transfer, duplication, publication, or modification of the source code without explicit written consent from the CT is strictly prohibited.
2.8 The CT utilizes artificial intelligence (AI) to optimize administrative, marketing, and development processes while adhering to the highest data protection standards.

3. Cooperation and Obligations of the CL
3.1 The CL commits to supporting all necessary measures for service provision by the CT. The CL must take all necessary steps required to fulfill the contract, provided these are not included in the CT’s service scope.
3.2 If services are provided on-site at the CL’s premises, the CL must provide the required network components, connections, power supply (including surge protection), emergency power systems, space for equipment, workplaces, and infrastructure (e.g., air conditioning) free of charge. The CL is responsible for compliance with manufacturer requirements for hardware operation. The CL is also responsible for security measures (e.g., access control, fire, and water protection).
3.3 The CL shall provide all necessary information, data, and documents to the CT at agreed deadlines and assist in problem analysis, troubleshooting, and coordination. Changes in workflows that may impact services must be coordinated with the CT in advance.
3.4 Unless expressly included in the CT’s service scope, the CL is responsible for network connectivity at its own expense and risk.
3.5 The CL must keep login credentials and passwords confidential.
3.6 The CL shall maintain a backup copy of all provided data to ensure recoverability in case of loss or damage.
3.7 The CL must fulfill its obligations on time to avoid obstructing the CT’s service provision. The CL shall grant the CT and its subcontractors access to its premises for service provision.
3.8 If the CL does not fulfill its cooperation obligations in a timely manner or in the required scope, the services provided by the CT shall still be considered contractually compliant. Deadlines for service provision by the CT shall be adjusted accordingly. Additional expenses incurred shall be borne by the CL at the applicable CT rates.
3.9 The CL is responsible for ensuring that employees and associated third parties handle the CT’s facilities and technology with care. The CL is liable for any resulting damages.
3.10 Unless otherwise agreed, the CL’s cooperation and contributions shall be provided free of charge.

4. Personnel
If employees of the CL are taken over by the CT under contractual agreements, a separate written agreement is required.

5. Change Requests
Both contracting parties may request changes to the service scope (“Change Requests”). Requests must contain a precise description, reasons for the change, and an assessment of the impact on time and cost. A Change Request only becomes binding upon legal signature by both parties.

6. Service Disruptions
6.1 The CT is committed to providing services in accordance with the contract. If the CT fails to provide services on time or deviates from the agreed quality standards, it must promptly begin correcting the issue.
6.2 If the defect is caused by the CL’s actions or non-compliance, the CT is not obligated to rectify the issue free of charge. In such cases, the services are still deemed contractually compliant.
6.3 The CL shall support the CT in defect rectification and provide the necessary information. Defects must be reported immediately in writing or via email. Additional costs due to delayed reports shall be borne by the CL.

7. Contractual Penalty
7.1 The CT is obligated to comply with the performance levels and restoration times specified in the SLA according to priority.
7.2 If the CT exceeds the time limits specified in the SLA for restoring services, it shall pay penalties to the CL according to the SLA for each commenced hour of delay until actual restoration (fulfillment).
7.3 The total annual penalties are capped at 20% of the total annual fee. The assertion of additional claims for damages beyond this amount is excluded, except in cases of intent or gross negligence.
7.4 If penalty-triggering delays occur, the CL must notify the CT immediately in writing.

8. Liability
8.1 The CT is only liable to the CL for damages it has demonstrably caused due to gross negligence. This also applies to damages caused by third parties contracted by the CT. In cases of personal injury caused by negligence, the CT’s liability is unlimited.
8.2 Liability for indirect damages, such as lost profits, operational downtime costs, data loss, or claims by third parties, is explicitly excluded.
8.3 Claims for damages expire in accordance with legal regulations but no later than one year after the damage and its cause become known.
8.4 If the CT performs work with the assistance of third parties and warranty or liability claims arise against these third parties, the CT shall assign such claims to the CL. The CL must primarily assert claims against these third parties.
8.5 If data backup is explicitly agreed as a service, the liability for data loss, contrary to section 8.2, is not excluded, but limited to a maximum of 10% of the contract amount per incident, up to a maximum of €15,000. Any further warranty and compensation claims by the CL—regardless of legal basis—are excluded.

9. Remuneration
9.1 The fees payable by the CL and the applicable conditions are set out in the contract. Statutory VAT shall be charged additionally.
9.2 Travel time of CT employees is considered working time and shall be compensated at the agreed hourly rate. The stated rates may change according to the price adjustment clause in section 9.5. Additionally, travel and accommodation costs incurred shall be reimbursed by the CL based on actual expenses, with supporting documents.
9.3 The CT is entitled at any time to make service provision dependent on advance payments or other security deposits from the CL in a reasonable amount.
9.4 Unless otherwise contractually agreed, one-time fees shall be invoiced after service provision, and ongoing fees shall be invoiced quarterly in advance. Invoices from the CT, including VAT, shall be payable within 14 days of receipt, without deductions and free of charges.
9.5 Ongoing fees are based on the collective agreement salary of an employee in the field of automatic data processing and information technology at the experience level for specialized activities (ST2). These fees may be adjusted annually. Written notice shall be provided at least two weeks before the adjustment takes effect.
9.6 The CL may only offset claims against the CT if they have been acknowledged by the CT in writing or legally established. The CL has no right to withhold payments.
9.7 The CL shall bear any tax liabilities arising from the contractual relationship, such as transaction fees or withholding taxes. If the CT is charged for such obligations, the CL shall indemnify and hold the CT harmless.
9.8 Prices for all services shall be adjusted accordingly as of January 1, 2025.

10. Force Majeure
If obligations cannot be fulfilled due to force majeure, such as war, terrorism, natural disasters, fire, strikes, embargoes, government intervention, power outages, transportation failures, network or data line failures, legal changes affecting services after contract conclusion, or the unavailability of required products, this does not constitute a contractual violation.

11. Usage Rights to Software Products and Documentation
11.1 If the CT provides the CL with software products or grants usage rights as part of the services, the CL is granted a non-exclusive, non-transferable, non-sublicensable right to use the software in its unmodified form for the contract duration.
11.2 For network-based software usage, a license is required for each simultaneous user. For stand-alone PCs, a separate license is required for each device.
11.3 For third-party software provided by the CT, the manufacturer’s licensing terms take precedence over this section.
11.4 Unless otherwise agreed, the CL is granted no further rights to software products. The CL’s rights under §§ 40(d), 40(e) Austrian Copyright Act (UrhG) remain unaffected.
11.5 All documentation provided by the CT, particularly software documentation, may not be copied or distributed in any way, whether free of charge or for a fee.

12. Contract Duration
12.1 The contract enters into force upon signature by both parties and is valid indefinitely. Either party may terminate it with six months’ notice, but not before the end of the agreed minimum term (12 months unless otherwise agreed). If not terminated, the contract is automatically extended by another 12 months.
12.2 Each party may terminate the contract prematurely and immediately by registered letter for cause. A cause exists particularly if the other party, despite written warning and the threat of termination, significantly violates contractual obligations or becomes insolvent.
12.3 The CT may also terminate the contract prematurely if essential service parameters change, making continued performance economically unreasonable.
12.4 Upon contract termination, the CL must immediately return all documents and materials provided by the CT.
12.5 At the CL’s request, the CT will assist in transitioning services to the CL or a third party, at the CT’s applicable hourly rates.

13. Data Protection
13.1 The CT complies with the Austrian Data Protection Act (DSG) and the EU General Data Protection Regulation (GDPR).
13.2 The CT is not responsible for ensuring the legality of the data processing requested by the CL. The CL is solely responsible for compliance with data protection regulations.
13.3 The CT takes reasonable measures to protect the CL’s stored data from unauthorized access but is not liable if third parties gain unlawful access.
13.4 By signing the contract, the CL agrees that relevant data may be shared with subcontractors involved in contract execution.

14. Confidentiality
14.1 Each party agrees to treat all business secrets disclosed in connection with this contract as confidential and not to disclose them to third parties unless:

• They are publicly available.
• They were already known to the recipient without confidentiality obligations.
• They are lawfully disclosed by a third party.
• They were independently developed by the recipient.
• They must be disclosed due to a legally binding administrative or court decision.

14.2 Subcontractors engaged by the CT are not considered third parties if they are bound by equivalent confidentiality obligations.

15. Miscellaneous
15.1 The contracting parties shall appoint competent employees who can make or initiate the necessary decisions.
15.2 The CL undertakes not to directly or indirectly recruit the CT’s employees during the contract period and for three years after the contract ends. In the event of a violation, the CL shall pay a contractual penalty equivalent to one year’s gross salary of the affected employee.
15.3 Amendments and additions to the contract must be made in writing. This also applies to any amendment or waiver of this written form requirement.
15.4 If one or more provisions of the contract are entirely or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid or unenforceable clause.
15.5 Any transfer of rights or obligations arising from this contract requires the prior written consent of the other contracting party. However, the CT is entitled to transfer the contract to a company affiliated with the CT under corporate law without the CL’s consent.
15.6 The CT is entitled to engage third parties to fulfill its obligations in whole or in part.
15.7 Unless otherwise agreed, the contract is governed exclusively by Austrian law, even if the contract is performed abroad. For any disputes, the exclusive place of jurisdiction shall be the competent court at the CT’s registered office.