GTC

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I. Scope and validity of the contract

1. All orders and agreements are only legally binding if they are submitted to 4conform GmbH (hereinafter referred to as “4c”) in writing and duly signed. They shall only be binding through a valid order confirmation.

II. General Terms and Conditions of the Licensee

1. Deviating General Terms and Conditions (GTC) and the Licensee’s Terms and Conditions of Purchase shall not become part of the contract as a result of 4c performing the services under the contract. 4c shall not be required to expressly object to the non-conforming clauses.

III. Services

1. The subject of an order can be
   • 4conform DSMS.cloud
   • 4conform ENTERPRISE
   • 4conform ACADEMY

IV. Prices, taxes and fees

1. All prices are quoted in euros (EUR) excluding statutory VAT (net). The specified prices apply only to the present order and may vary in price for additional or other orders.
2. For all other services that are ordered separately (organizational consulting, customer-specific programming services, training, etc.), the actual amount of work incurred shall be charged at the rate valid on the day the service is provided. Additional time expenditure resulting from a breach of contract (e.g. failure to notify defects, etc.) by the Licensee shall be invoiced by 4c according to the actual amount incurred.
3. The costs for travel, daily and overnight allowances shall be invoiced separately to the licensee in accordance with the applicable rates. Travel time is considered working time and is valued at 50% of the normal daily rate. For rail travel, 1st class will be charged; for air travel, the cheapest possible option will be chosen.
4. In the event of non-payment, 4c shall be released from its obligation to provide further services. However, this shall not affect the assertion of further claims resulting from non-payment.
5. ) After the due date of the fee, the default interest rate of 9.2 percentage points above the base interest rate shall be deemed to have been agreed on the basis of the Late Payment Act. The base interest rate from the first calendar day of the respective half-year (January 1 and July 1) shall form the mathematical basis. The due date is 30 days after receipt of the invoice. From the 2nd reminder onwards, each reminder will be invoiced at EUR 40 excluding VAT.

V. Contract duration and termination

1. The contract term is (unless otherwise described in the product description or agreed separately when the contract is concluded) at least one year and is otherwise unlimited. If the contract term is exceeded, the contract term is automatically extended by one year.
2. The notice period is generally two months before the end of the contract term. If the contract is not terminated in writing within the notice period, the contract term is automatically extended. Notice of termination must be given in writing by e-mail to hello@4conform.com.

VI. Electronic invoicing

1. 4c shall also be entitled to send invoices to the Licensee in electronic form. The Licensee expressly agrees to 4c sending the invoice in electronic form.

VII. Delivery date

1. 4c shall endeavor to meet the agreed delivery dates (completion dates) with the licensee as precisely as possible.
2. The agreed delivery dates (completion dates) can only be met if the Licensee provides all the necessary documents in full and on time and fulfills his obligation to cooperate accordingly. Delays in delivery that are attributable to incorrect, incomplete or subsequently changed information provided by the Licensee shall not be attributable to 4c. The resulting additional expenses shall be charged to the Licensee.
3. In the case of orders comprising several partial deliveries, 4c shall be entitled to make partial deliveries and issue partial invoices to the Licensee.

VIII. Payment

1. Invoices issued by 4c, including VAT, shall be payable within 30 days of receipt of the invoice at the latest, without any deductions and free of charges. For partial invoices, the terms of payment stipulated for the entire order shall apply analogously.
2. In the case of orders comprising several parts (e.g. training, consulting, etc.), 4c shall be entitled to invoice the partial service after delivery.
3. Compliance with the agreed payment deadlines shall be an essential condition for the performance of the contract by 4c. In the event of non-payment, 4c reserves the right to suspend ongoing work and withdraw from the contract. All associated costs for 4c shall be borne by the Licensee. Interest on arrears shall be charged in accordance with IV.5.
4. The licensee is not entitled to withhold payment due to incomplete overall deliveries or warranty claims.

IX. Warranty, maintenance, modifications

1. The following terms and conditions shall apply unless otherwise expressly agreed in the contract.
2. Notices of defects shall only be valid if they concern reproducible defects and if they are documented in writing within 4 weeks of delivery of the agreed services. If the notice of defects is justified, the defects shall be rectified within a reasonable period of time, whereby the Licensee shall enable 4c to take all measures necessary to investigate and rectify the defects.
3. Corrections and additions that prove necessary before the agreed service is handed over due to organizational and technical programming deficiencies for which 4c is responsible shall be carried out by 4c free of charge.
4. Costs for assistance, misdiagnosis and error and fault rectification for which the Licensee is responsible, as well as other corrections, changes and additions, shall be carried out by 4c against payment. This shall also apply to the rectification of defects if program modifications, additions or other interventions have been carried out by the Licensee himself or by a third party.
5. Furthermore, 4c accepts no liability for errors, faults or damage caused by improper operation, modified operating system components, interfaces and parameters, use of unsuitable organizational resources and data carriers, insofar as such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage.
6. For programs that are subsequently modified by the Licensee’s own programmers or third parties, any warranty by 4c shall lapse.
7. If the subject of the order is the modification or supplementation of existing programs, the warranty refers to the modification or supplementation. This does not revive the warranty for the original program.

X. Liability

1. The following terms and conditions shall apply unless otherwise expressly agreed in the contract.
2. 4c shall be liable for damages within the scope of the statutory provisions, provided that intent or gross negligence can be proven. Claims for damages may be asserted in court from the time of knowledge of the damage and the damaging party (limitation period is 3 years). The amount of the claim for damages is limited to the amount of the annual fee for the software. Liability for slight negligence is excluded.
3. Compensation for consequential damages and financial losses, unrealized savings, loss of interest and damages from third-party claims against 4c shall be excluded in all cases, insofar as legally permissible.
4. 4c shall carry out the work assigned to it in compliance with the generally recognized legal principles and shall inform the Licensee in good time of any significant risks that are recognizable to it. However, the Licensee himself shall be responsible for compliance with the statutory provisions, in particular those relating to competition law, including in the advertising measures proposed by 4c. He shall only approve an advertising measure proposed by 4c (a trademark proposed by 4c) if he himself has ascertained that it is unobjectionable under competition law (trademark law) or if he himself is prepared to bear the risk associated with the implementation of the advertising measure (the use of the trademark).
5. Any liability on the part of 4c for claims made against the Licensee on the basis of the advertising measure (the use of a trademark) shall be expressly excluded if 4c has complied with its duty to notify; in particular, 4c shall not be liable for legal costs, the Licensee’s own legal costs or the costs of the publication of judgments, or for any claims for damages or similar claims by third parties.
6. ) In the event that a claim is made against 4c itself due to the implementation of an advertising measure (the use of a trademark), the Licensee shall indemnify and hold 4c harmless: the Licensee shall therefore compensate 4c for all financial and other disadvantages (including immaterial damage) incurred by 4c as a result of the claim by a third party.

XI. Protection of intellectual property

1. The copyrights to the works created by 4c and its employees shall always remain with 4c. These rights may be used by the licensee after payment of the agreed remuneration for the purposes covered by the contract and only to the extent of the licenses acquired.
2. Any copying, reproduction, making available and/or transfer to unauthorized third parties of the software by the licensee is expressly prohibited.
3. Upon termination of the contract, all contractual objects (access, documents, sample templates and other templates provided by the software, etc.) must be returned to 4c immediately and may no longer be used. 4c reserves the right to carry out random checks to ensure that the software is no longer being used without authorization.
4. A breach of point XI shall entitle 4c to terminate the contract prematurely and/or to assert other legal claims against the Licensee. (injunctive relief / claims for damages).

XII. Confidentiality and data protection obligation

1. The contracting parties undertake to maintain the confidentiality of all information obtained. In particular, 4c undertakes to treat the Licensee’s business and trade secrets confidentially. 4c undertakes to impose the confidentiality and non-disclosure obligation in full on all employees.
2. The confidentiality and non-disclosure obligation applies beyond the contractual relationship.
3. For the purpose of contract processing in accordance with Art. 6 para. 1 lit. b GDPR (“necessary for the performance of the contract”), the personal data provided by the licensee, such as contact data, order data and financial data, are stored by 4c. The personal data provided is required to fulfill the contract or to carry out pre-contractual measures. Data will only be transferred to tax consultants, IT service providers, integration partners, administrative authorities, public corporations for the fulfillment of tax obligations and, if necessary, to debt collection agencies. If no assignment is made, the stored personal data will be processed for a maximum of one year to determine conflicts of interest for future assignments. If a contract is concluded, all personal data from the contractual relationship will be processed until the purpose has been fulfilled and then until the expiry of the tax retention period (7 years) in accordance with §§ 131, 132 BAO. The period begins at the end of the calendar year for which the booking was made or to which the invoice relates. The provisions of data protection law are complied with by the 4c as amended.

XIV. Final provisions

1. In the event that individual provisions are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.
2. The contract shall be governed by Austrian law; the place of jurisdiction and place of performance shall be the location of 4c’s professional establishment. The language of the contract and negotiations shall be German.

XIII Loyalty

1. The contracting parties undertake to be loyal to each other. They shall refrain from any enticement and employment, including via third parties, of employees of the other contracting party who have worked on the realization of the orders during the term of the contract and for 12 months after termination of the contract. The contracting party in breach shall be obliged to pay liquidated damages in the amount of one year’s salary of the employee.