Terms & Conditions

Legally binding version: the German original. The English version is provided for convenience.

Contact and Legal Information

SOFA 1 GmbH
Brauereistraße 4/3
5230 Mattighofen
Austria
Phone: +43 676 545 22 11
Email: office@sofa1.at

• Object of the company: Software development
• Commercial register number: FN 488237x
• VAT-ID: ATU73116068
• Commercial register court: Regional Court of Ried im Innkreis
• Supervisory authority: District Administration of Braunau

1. Scope and General Provisions

The contractor (SOFA 1 GmbH, "Contractor") provides information technology services to the client ("Client") — in particular software development, software operation, maintenance, consulting and the provision of the product ASSET¹ (including optional extensions).

These terms apply to all current and future services — regardless of whether the collaboration takes place under a Service Level Agreement (SLA), a project or work contract, or an on-demand engagement. Client's terms and conditions are only valid if the Contractor accepts them in writing.

These terms are directed exclusively at entrepreneurs within the meaning of Section 1 (1) (2) of the Austrian Consumer Protection Act (KSchG). For consumers, mandatory consumer protection provisions take precedence; in particular regarding withdrawal rights, warranty periods and limitations of liability.

2. Scope of Services

The precise scope is defined in the respective SLA, offer or work contract. Services outside the agreed scope are remunerated based on actual personnel and material expenditure at the Contractor's then-current rates.

The Client has no automatic right to source code. All rights to the source code remain with the Contractor unless expressly agreed otherwise.

3. Client's Duties to Cooperate and Provide Resources

The Client must support all necessary measures and provide required information. For on-site services the Client provides network components, connections and power at no cost.

The Client may not issue instructions to the Contractor's staff. Changes to workflows at the Client require prior consultation with the Contractor regarding technical and commercial implications.

4. Personnel and Use of Freelancers / Subcontractors

Should Client employees be taken on by the Contractor, a separate written agreement is required.

The Contractor is entitled to use qualified freelancers and subcontractors for performance of the services. Engagement takes place on-demand, on an offer basis. All freelancers and subcontractors sign a non-disclosure agreement before starting work, ensuring the protection of the Client's confidential information at the same standard as the Contractor's own confidentiality obligations (see § 16).

The Contractor remains the sole point of contact for the Client and is liable for the performance of engaged freelancers and subcontractors as for its own actions. On request, the Contractor will inform the Client about subcontractors that process the Client's personal data (cf. § 14 Data Protection).

5. Change Requests

Changes to the scope of services must contain a precise description, reasons for the change, impact on timing and costs. A change request only becomes binding with legally valid signature of both contracting parties. Text form (email confirmation) is equivalent to written form.

6. Service Disruptions and Warranty

The Contractor must remedy defects promptly. If the defect is caused by the Client's actions, any obligation to remedy free of charge is excluded.

Defects must be reported immediately in writing or by email. The warranty period for hardware and software delivered under work contracts is six months from delivery. Statutory warranty periods apply to consumers.

7. Contractual Penalty

The Contractor pays penalties if recovery times expressly agreed in the SLA are exceeded. Penalties per year are capped at 20 % of the total annual fee under the respective SLA.

8. Liability

The Contractor is liable to the Client only in cases of gross negligence for demonstrably culpable damages. Liability for personal injury is unlimited.

Liability for indirect damages — such as loss of profit, production downtime or consequential damages — is excluded. Liability for data loss is limited to the typical cost of restoration from existing backups, capped at EUR 15,000. The Client is obliged to create its own backups at intervals appropriate for its business.

9. Remuneration

Invoices are payable within 14 days of invoice receipt without any deductions or bank charges. In case of payment delay exceeding 14 days, following written reminder with a grace period of 7 days, the Contractor is entitled to suspend all services.

Travel time of Contractor employees counts as working time and is charged at the agreed hourly rate.

Ongoing remuneration is based on the collective bargaining salary for an information technology employee and may be adjusted annually, with at least two months' prior notice, in line with the actual development of the collective agreement.

10. Force Majeure

Obligations are not fulfilled if war, terrorism, natural disasters, fire, strikes, pandemics, power outages, failure of upstream suppliers or similar events prevent performance — this does not constitute a breach of contract. The affected party must notify the other party immediately of the occurrence and expected duration.

11. Rights of Use for Software Products

Unless expressly agreed otherwise, the Client receives a non-exclusive, non-transferable, non-sublicensable right to use software, limited to the term of the contract.

For third-party software provided by the Contractor, the respective licence terms of the manufacturer take precedence over this section.

12. ASSET¹ as SaaS Product

When using ASSET¹ — including the optional extensions Mailroom Management, View-Box, Delivery and AI — as SaaS (Software as a Service), the following provisions apply:

• The Client receives a non-exclusive right of use, limited in time to the term of the contract.
• Operation takes place in geo-redundant data centres within the European Union.
• Availability, maintenance windows and response times are agreed in a separate Service Level Agreement (SLA).
• For the processing of the Client's personal data by ASSET¹, the parties conclude a data processing agreement pursuant to Art. 28 GDPR (see § 14).
• After contract end, the Client may use the options for data return according to § 17.

13. Contract Term

For ongoing services (SLA, SaaS, maintenance): The contract runs for an indefinite period and can be terminated with six months' notice. The minimum term is 12 months and is automatically extended by a further 12 months unless terminated on time.

For project contracts (work contract, offer-based): The term is defined by the respective offer or agreed project duration. Ordinary termination is — unless otherwise agreed — not provided for; mutual early termination remains unaffected.

Each party may terminate for cause without notice by registered letter or verifiable electronic delivery.

14. Data Protection and Data Processing

The Contractor complies with the Austrian Data Protection Act, the Telecommunications Act and the EU General Data Protection Regulation (GDPR). Personal data is processed exclusively for the agreed purposes.

Insofar as the Contractor processes the Client's personal data when performing services, the parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The Contractor documents the sub-processors used (e.g. cloud and hosting providers, freelancers with data access) and informs the Client of material changes in good time before they take effect.

Details regarding data processing on this website are set out in the Privacy Policy.

15. Use of Artificial Intelligence (AI)

The Contractor uses artificial intelligence and generative AI tools to optimise development, administration and marketing processes. These include in particular:

• Anthropic Claude (Claude API, Claude Code) — for software development, research and text work
• OpenAI ChatGPT / GPT models — for text processing, research and prototyping
• GitHub Copilot — for code assistance
• Microsoft Copilot / Azure OpenAI — within the Microsoft 365 and Azure environment
• Further tools where applicable — a current overview is provided on request

The Contractor undertakes not to enter any confidential information, trade secrets or personal data of the Client into public, training-relevant AI systems. Use is limited exclusively to services with enterprise privacy settings (no-training, zero-retention) or within protected Azure/on-premise environments.

Before processing confidential or personal data of the Client in an AI tool — in particular when used in a specific client project — the Contractor obtains the Client's written consent and documents purpose, tool and legal basis.

16. Confidentiality

Each contracting party treats the other party's business and trade secrets as such and does not make them accessible to third parties, unless they are generally known. The confidentiality obligation applies for five years beyond the end of the contract.

Freelancers and subcontractors engaged by the Contractor are bound in writing to the same confidentiality obligations (see § 4).

17. Termination and Data Return

Upon contract end, the Contractor will, on request, provide the Client with all data attributable to the Client in a common machine-readable format (e.g. CSV, JSON, SQL dump). The effort is charged at the applicable hourly rates unless otherwise agreed.

Backups at the Contractor are retained according to statutory retention periods (in particular § 132 Austrian Federal Fiscal Code: 7 years, product liability: 10 years) and are then securely deleted.

18. Miscellaneous, Place of Jurisdiction and Final Provisions

Non-solicitation: During the term of the contract and for twelve months after its end, the Client undertakes not to directly or indirectly solicit employees or engaged freelancers of the Contractor.

Amendments and written form: Amendments and additions to the contract require written form; text form (email confirmation) is equivalent. This also applies to any amendment of the written form requirement itself.

Applicable law: Austrian law applies exclusively, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

Place of jurisdiction: For all disputes arising from or in connection with this contract, the court with subject-matter jurisdiction at the Contractor's registered office (Regional Court of Ried im Innkreis or District Court of Ried im Innkreis) has exclusive jurisdiction. The Contractor is also entitled to sue the Client at the Client's general place of jurisdiction.

Online dispute resolution: The European Commission provides an online dispute resolution (ODR) platform: https://ec.europa.eu/consumers/odr. The Contractor is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body.

Severability: Should individual provisions of these terms be or become invalid or unenforceable, the validity of the remaining contract is not affected. The invalid or unenforceable provision is replaced by a valid and enforceable provision whose effects come closest to the economic purpose that the parties pursued with the invalid or unenforceable provision.

Last updated: April 2026