1. General basics/scope
1.1
These general terms and conditions apply exclusively to all legal transactions between the client and HCH IT Services GmbH.
The version valid at the time the contract is concluded is decisive.
1.2
These general terms and conditions also apply to all future contractual relationships, even if this is not expressly indicated in additional contracts.
1.3
Conflicting general terms and conditions of the client are invalid unless they are expressly recognized in writing by HCH IT Services GmbH.
1.4
In the event that individual provisions of these General Terms and Conditions are and/or become ineffective, this affects the effectiveness of the remaining provisions and the contracts concluded on the basis of them Not. The ineffective one is to be replaced by an effective provision that comes closest to its meaning and economic purpose.
2. Scope of the consulting assignment/representation
2.1
The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.
2.2
HCH IT Services GmbH is entitled to carry out the task incumbent on it
3.3
The client ensures that HCH IT Services GmbH is provided with all the documents necessary for the fulfillment and execution of the consulting assignment in a timely manner and that it is provided by knowledge is given of all processes and circumstances that are important for the execution of the consulting contract. This also applies to all documents, processes and circumstances that only become known during the activity of the consultant.
3.4
The client ensures that his employees and the legally stipulated and possibly established employee representation (works council)
HCH IT Services GmbH should be informed of this before the start of the activity.
4. Ensuring independence
4.1
The contracting parties commit themselves to mutual loyalty.
4.2
The contractual partners mutually undertake to take all precautions that are suitable to prevent the endangerment of the independence of the commissioned third parties and employees of HCH IT Services GmbH. This applies in particular to offers by the client for employment or the acceptance of orders on his own account.
5. Reporting/mandatory reporting
5.1
HCH IT Services GmbH undertakes to report to the client on its work, that of its employees and, if applicable, that of third parties commissioned, on the progress of the work.
5.2
The client will receive the final report within a reasonable time, i.e. two to four weeks, depending on the type of consulting assignment, after completion of the assignment.
5.3
HCH IT Services GmbH is free of instructions in the production of the agreed work, acts at its own discretion and on its own responsibility.
He is not tied to a specific place of work or specific working hours.
6. Protection of intellectual property
6.1
The copyrights of HCH IT Services GmbH, its employees and commissioned third parties (in particular offers, reports, analyzes, expert opinions, organizational plans, programs, service descriptions, drafts) , Calculations, drawings, data carriers, etc.) remain with HCH IT Services GmbH. They may only be used by the client during and after the end of the contractual relationship for purposes covered by the contract.
6.2
Any duplication, use, transmission, modification or reproduction of the content that is not expressly authorized is prohibited.
Use of the software, including parts thereof, outside of this contract and for the normally intended purpose of the software is expressly prohibited.
The software is to be treated like any copyrighted material. Other parts of the software, e.g. E.g. supplied designs, templates, templates may only be used in connection with the software and are also subject to these provisions. Under no circumstances will HCH IT Services GmbH be liable to third parties through unauthorized duplication/distribution of the work - especially for the correctness of the work.
6.3
Copyright notices, serial numbers and other features used for program identification may not be removed or changed under any circumstances.
6.4
For each case of infringement of the contractor's copyrights, the client promises the contractor a contractual penalty of EUR 10,000, excluding the objection of a continuation of the connection. The client's violation of these provisions entitles HCH IT Services GmbH to terminate the contractual relationship prematurely and to assert other legal claims, in particular for injunctive relief and/or compensation. Upon receipt of the termination, all rights of use expire. Any software received must be returned and all existing software copies destroyed.
7. Warranty
7.1
HCH IT Services GmbH is entitled and obliged to correct any inaccuracies and deficiencies in its performance that it becomes aware of, regardless of fault. He will inform the client of this immediately.
7.2
This entitlement of the client expires after six months after the respective service has been provided.
8. Liability/Compensation
8.1
HCH IT Services GmbH is liable to the client for damage - with the exception of personal injury - only in the event of gross negligence (intent or gross negligence). This also applies accordingly to damage that can be traced back to third parties drawn by the contractor.
8.2
Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the damaging party, but no later than three years after the event giving rise to the claim.
8.3
The client must provide evidence that the damage was caused by the contractor.
8.4
If HCH IT Services GmbH renders the work with the help of third parties and warranty and/or liability claims against these third parties arise in this context, HCH IT Services takes over GmbH from these claims on the client. In this case, the client will give priority to these third parties.
9. Confidentiality/data protection
The protection of your personal data is very important to us. We therefore process your data exclusively on the basis of the statutory provisions (DSGVO, TKG 2003).
9.1
HCH IT Services GmbH undertakes to maintain absolute secrecy about all business matters of which it is aware, in particular business and trade secrets as well as any information that it receives via Art , Operational scope and practical activities of the client.
9.2
Furthermore, HCH IT Services GmbH undertakes to review the entire content of the work as well as all information and circumstances that it received in connection with the creation of the work , in particular also about the data of clients of the client, to keep confidentiality towards third parties.
9.3
HCH IT Services GmbH is released from its obligation to maintain confidentiality with regard to any assistants and deputies that it uses. However, he has to transfer the confidentiality obligation completely and is liable for their breach of the confidentiality obligation as for his own breach.
9.4
The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally required information obligations.
9.5
HCH IT Services GmbH is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The client guarantees the contractor that all necessary measures, in particular those in accordance with the data protection act, such as declarations of consent by the data subjects, have been taken.
9.6
Protection of all "customer data", including all text, sound, video or image files as well as software that is used by or on behalf of the customer of the service and tools.
9.7
Furthermore, HCH IT Services GmbH undertakes to protect all "personal data" that relate to an identified or identifiable natural person. A natural person is considered to be identifiable who, directly or indirectly, in particular by means of assignment to an identifier such as a name, to an identification number, to location data, to an online identifier or to one or more special characteristics that express the physical, physiological, genetic, psychological, economic, cultural or social identity of this natural person can be identified.
9.8
"Support data" are all data, including text, sound, video and image files or software, that are created by or on behalf of the customer through his or her interaction with "HCH IT Services GmbH" to obtain technical support for the services or tools covered by this contract. Support data is a subset of the professional service data.
9.9
With SaaS (Software as a Service) services, the determination of licensees for their customers can also be used. These provisions have no effect on the provisions applicable here and are not directly applicable. The obligation to inform, of provisions by the licensee, lies exclusively with the licensee.
10. Fee
10.1
After completion of the agreed work, HCH IT Services GmbH receives a fee in accordance with the agreement between the client and HCH IT Services GmbH.
HCH IT Services GmbH is entitled to submit interim accounts in accordance with the progress of work and to request payments on account in accordance with the respective progress.
The fee is due with invoicing by the contractor.
10.2
HCH IT Services GmbH will issue an invoice entitling the input tax deduction with all legally required features.
10.3
Accruing cash expenses, expenses, travel expenses, etc. are to be reimbursed by the client in addition against invoicing by HCH IT Services GmbH.
10.4
If the agreed work is not carried out for reasons on the part of the client or due to a justified premature termination of the contractual relationship by HCH IT Services GmbH, so HCH IT Services GmbH retains the right to payment of the entire agreed fee minus saved expenses.
In the event of an hourly fee being agreed, the fee is to be paid for the number of hours that can be expected for the entire agreed work, minus the saved expenses.
The saved expenses are agreed at a flat rate of 30 percent of the fee for those services that the contractor has not yet provided by the date of the termination of the contractual relationship.
10.5
In the event of non-payment of interim invoices, HCH IT Services GmbH is released from its obligation to provide further services.
This does not affect the assertion of further claims resulting from the non-payment.
11. Electronic invoicing
11.1
HCH IT Services GmbH is entitled to also send invoices to the client in electronic form.
The client expressly agrees to the sending of invoices in electronic form by the contractor to HCH IT Services GmbH.
12. Duration of the contract
12.1
This contract ends when the project is completed.
12.2
Regardless of this, the contract can be canceled at any time for important reasons by either party without observing a period of notice. In particular, an important reason is
- if a contractual partner violates essential contractual obligations or
- if a contractual partner falls into arrears after opening insolvency proceedings.
- if there are legitimate concerns about the creditworthiness of a contractual partner for whom no insolvency proceedings have been opened,
exist and the latter neither makes advance payments at the request of the contractor nor provides suitable security before the contractor's performance and the poor financial circumstances
were not known to the other contractual partner when the contract was concluded.
13. Final provisions
13.1
The contracting parties confirm that they have provided all information in the contract conscientiously and truthfully and undertake to mutually announce any changes immediately.
13.2
Changes to the contract and these terms and conditions must be made in writing; likewise a departure from this formal requirement. There are no verbal side agreements.
13.3
Substantive Austrian law is applicable to this contract, excluding the reference norms of international private law.
The place of performance is the location of the professional branch of HCH IT Services GmbH. The court at the place of business of HCH IT Services GmbH is responsible for disputes.
Mediation clause:
(1)
In the event of disputes arising from this contract that cannot be settled by mutual agreement, the contracting parties mutually agree to have registered mediators for out-of-court settlement of the conflict (ZivMediatG)
with a focus on business mediation from the list of the Ministry of Justice. If no agreement can be reached on the selection of the business mediators or on the content,
legal steps will be taken at the earliest one month after the failure of the negotiations.
(2)
In the event that mediation has not materialized or is broken off, Austrian law applies to any legal proceedings that may be initiated. All necessary expenses incurred due to a previous mediation,
In particular, those for a consulted legal advisor can, as agreed, be asserted in court or arbitration proceedings as “pre-litigation costs”.