1. Scope and Validity of the Contract
All orders and agreements are legally binding only if they are signed in writing by the contractor in accordance with company policy and are binding only to the extent specified in the order confirmation. The client’s terms and conditions of purchase are hereby excluded for this legal transaction and the entire business relationship. Offers are generally non-binding.
Date of amendment: April 13, 2025
2. Services and Review
2.1.
The subject of an order may include:
- Development of organizational concepts
- Global and detailed analyses
- Development of custom software
- Delivery of library (standard) programs
- Acquisition of user licenses for software products
- Acquisition of licenses for the use of works
- Assistance with commissioning (conversion support)
- Training courses, workshops, and seminars
- Telephone support
- Program maintenance
- Other services
2.2.
The development of custom organizational concepts and programs is based on the type and scope of the binding information, documents, and resources provided in full by the client. This includes practical test data and sufficient testing facilities, which the client must provide in a timely manner, during normal working hours, and at their own expense. If the client is already using the system provided for testing in live operation, the client is responsible for backing up the live data.
2.3.
The basis for the development of custom programs is the written specification, which the contractor will prepare based on the documents and information provided by the client, or which the client will provide, at the contractor’s expense. The client must review this specification for accuracy and completeness and provide their approval. Subsequent change requests may lead to separate agreements regarding deadlines and pricing.
2.4.
Custom software or program adaptations require acceptance testing by the client for each affected program package no later than four weeks after delivery. This acceptance testing will be confirmed by the client in a written protocol. (Verification of correctness and completeness based on the specifications accepted by the contractor, using the test data provided as listed in section 2.2). If the client allows the four-week period to elapse without accepting the program, the delivered software is deemed accepted as of the end of that period. The software is also deemed accepted if the client uses it in live operation.
Any defects that may arise, meaning deviations from the written specifications, must be reported by the client to the contractor with sufficient documentation. The contractor will endeavor to rectify the defects as quickly as possible. If significant defects are reported in writing, meaning that live operation cannot be started or continued, a new acceptance procedure is required after the defects have been rectified. The client is not entitled to refuse acceptance of the software due to minor defects.
2.5.
When ordering library (standard) programs, the client confirms their knowledge of the scope of services of the ordered programs with the order.
2.6.
Should it become apparent during the course of the work that the execution of the order according to the specifications is factually or legally impossible, the contractor is obligated to inform the client immediately. If the client does not amend the specifications accordingly or create the conditions necessary for execution, the contractor may refuse to execute the order. If the impossibility of execution is the result of negligence on the part of the client or a subsequent change to the specifications by the client, the contractor is entitled to withdraw from the order. The client is obligated to reimburse the contractor for all costs and expenses incurred up to that point, as well as any dismantling costs.
2.7.
The shipment of software, documentation, and specifications is at the client’s expense and risk. Any additional training and explanations requested by the client will be invoiced separately. Insurance is provided only at the client’s request.
2.8.
The development of custom software is based on the type and scope of the binding information, documentation, and resources provided in full by the customer. This includes practical test data and sufficient testing facilities, which the customer must provide in a timely manner, during normal business hours, and at their own expense. If the customer is already using the system provided for testing in live operation, the customer is responsible for backing up the live data.
The client ensures that ZAnGeSa GmbH receives all documents necessary for fulfilling the order in a timely manner, even without being explicitly requested to do so, and is informed of all processes and circumstances relevant to the execution of the order. This also applies to all documents, processes, and circumstances that only become known during the execution of the order.
The basis for the development of custom programs is the written specification of services, which ZAnGeSa GmbH prepares based on the documentation and information provided to it, or which the customer provides. The customer must review this specification of services for accuracy and completeness, and it is accepted upon written order confirmation. Subsequent change requests may lead to separate agreements regarding deadlines and pricing.
2.9.
Delivery delays and cost increases resulting from incorrect, incomplete, or subsequently modified information or documents provided by the customer are not the responsibility of ZAnGeSa GmbH and do not constitute grounds for default. Any resulting additional costs will be borne by the customer.
2.10.
Defects discovered during acceptance testing, meaning deviations from the written specifications, must be reported by the customer to ZAnGeSa GmbH with sufficient documentation. ZAnGeSa GmbH will endeavor to rectify the defects as quickly as possible. If significant defects are reported in writing, meaning that live operation cannot commence or continue, a new acceptance test is required after the defects have been rectified.
The customer is not entitled to refuse acceptance of the software due to minor defects.
2.11.
ZAnGeSa GmbH is entitled to have the project carried out (in whole or in part) by qualified employees or commercial/freelance partners. These individuals will subsequently be referred to as project staff of ZAnGeSa GmbH.
The project contact person must be involved in all communication between the client and the project staff of ZAnGeSa GmbH. Agreements between the contractor and project staff of ZAnGeSa GmbH are only valid if the project contact person is involved in writing and provides written consent.
2.12.
The client shall ensure that the organizational framework at their business premises/place of performance allows for the smoothest possible execution of the project, facilitating the rapid progress of the conceptualization, design, and implementation work.
2.13.
Users of standard software have to confirm the end user license agreement, which applies to all licenses provided by ZAnGeSa GmbH.
3. Prices, Taxes, and Fees
3.1.
All prices are in euros and exclude VAT. They apply only to this specific project. The quoted prices are ex works (EXW) from the contractor’s business premises. The costs of program media (e.g., DVDs, CDs, etc.) and any applicable contract fees will be invoiced separately.
3.2.
For standard library programs, the list prices valid on the day of delivery apply. For all other services (organizational consulting, programming, training, conversion support, telephone support, etc.), the work performed will be billed at the rates valid on the day the service is rendered. Deviations from the time expenditure underlying the contract price, which are not the responsibility of the contractor, will be billed according to actual time spent.
3.3.
Travel, daily, and overnight expenses will be invoiced to the client separately at the applicable rates. Travel time is considered working time.
4. Delivery Date
4.1.
The contractor will endeavor to meet the agreed-upon completion dates as precisely as possible.
4.2.
The target completion dates can only be met if the client provides all necessary work and documentation in full by the dates specified by the contractor, in particular the scope of services accepted by the client according to section 2.3, and fulfills their obligation to cooperate to the required extent. The contractor is not responsible for delivery delays and cost increases resulting from incorrect, incomplete, or subsequently changed information or documents provided by the client.
These conditions do not include any delays or other costs incurred by the contractor and cannot lead to a delay on the part of the contractor. Any resulting additional costs shall be borne by the client.
4.3.
For orders comprising multiple units or programs, the contractor is entitled to make partial deliveries and/or issue partial invoices.
5. Payment
5.1.
Invoices issued by the contractor, including VAT, are payable within 14 days of receipt without any deductions or charges. The payment terms stipulated for the overall order apply analogously to partial invoices.
5.2.
For orders comprising multiple units (e.g., programs and/or training courses, implementation in stages), the contractor is entitled to invoice after delivery of each individual unit or service.
5.3.
Adherence to the agreed payment dates is a fundamental condition for the contractor’s delivery or fulfillment of the contract. Failure to comply with the agreed payment dates entitles the contractor to suspend ongoing work and withdraw from the contract. All associated costs and lost profits shall be borne by the client.
In the event of late payment, default interest will be charged at the prevailing bank rate. If two installments are missed in the case of partial payments, the contractor is entitled to declare the entire outstanding amount due and payable and to demand immediate payment of any accepted bills of exchange.
5.4.
The client is not entitled to withhold payments due to incomplete delivery, warranty or guarantee claims, or complaints.
5.5.
Licenses obtained for standard software might be invoiced on delivery, if consumed directly as “App-In-Sale” during the usage of ZAnGeSa products.
6. Copyright and Usage
6.1.
All copyrights to the agreed services (programs, documentation, etc.) belong to the contractor or its licensors. The client receives the exclusive right, after payment of the agreed fee, to use the software solely for its own purposes, only on the hardware specified in the contract, and to the extent of the number of licenses acquired for simultaneous use on multiple workstations.
This contract grants only a license to use the work. Distribution by the client is prohibited under copyright law. The client’s participation in the software development process does not grant any rights beyond those specified in this agreement. Any infringement of the contractor’s copyrights will result in claims for damages, in which case full compensation must be provided.
6.2.
The client is permitted to make copies for archiving and data backup purposes, provided that the software does not contain an explicit prohibition from the licensor or third parties and that all copyright and proprietary notices are transferred unchanged to these copies.
6.3.
Should the disclosure of interfaces be necessary for the interoperability of this software, the client must commission the contractor to do so at the client’s expense. If the contractor fails to comply with this request and decompilation occurs in accordance with copyright law, the results may only be used for the purpose of achieving interoperability. Misuse will result in claims for damages.
7. Right of Withdrawal
7.1.
In the event of a delay in delivery due solely to the fault or unlawful conduct of the contractor, the client is entitled to withdraw from the contract by registered letter if the agreed service is not substantially rendered even within a reasonable grace period and the client is not at fault.
7.2.
Force majeure, labor disputes, natural disasters, and transport disruptions, as well as other circumstances beyond the contractor’s control, release the contractor from the obligation to deliver or entitle them to a new delivery date.
7.3.
Cancellations by the client are only possible with the contractor’s written consent. If the contractor agrees to a cancellation, they have the right to charge, in addition to the services already rendered and costs incurred, a cancellation fee of 30% of the outstanding value of the entire project.
8. Cancellations of Training Courses, Workshops, and Seminars (hereinafter collectively referred to as “training”)
8.1.
If a training course is cancelled by the client due to scheduling conflicts and an alternative date can be found, the same conditions apply to the alternative date as to the original training course.
8.2.
The client may cancel the training course free of charge up to four weeks before the start date.
8.3.
The contractor reserves the right to charge 50% of the costs up to one week before the start date, 75% up to two days before the start date, and from one business day before the start date.
100% of the training price is due upon cancellation of the training.
8.4.
The contractor reserves the right to cancel a training course for important organizational reasons (e.g., failure to reach the minimum number of participants or short-notice cancellation due to illness of the instructor).
8.5.
If the contractor cancels the training, the client will be rescheduled to another date or training course, provided they agree. If no alternative date can be arranged, the client will receive a refund of any training fees already paid. No further claims exist.
9. Warranty, Maintenance, Modifications
9.1.
Complaints are only valid if they concern reproducible defects and if they are documented in writing within four weeks of delivery of the agreed service or, in the case of custom software, after program acceptance in accordance with Section 2.4. In the event of a warranty claim, rectification shall always take precedence over price reduction or contract rescission. In the case of a justified complaint, the defects will be remedied within a reasonable period, whereby the client shall enable the contractor to take all measures necessary for investigation and rectification.
The presumption of defectiveness pursuant to Section 924 of the Austrian Civil Code (ABGB) is hereby excluded.
9.2.
Corrections and additions that prove necessary before delivery of the agreed service due to organizational and programming defects attributable to the contractor will be carried out by the contractor free of charge.
9.3.
Costs for assistance, misdiagnosis, and troubleshooting attributable to the client, as well as other corrections, modifications, and additions, will be charged by the contractor. This also applies to the rectification of defects if program changes, additions, or other modifications have been made by the client or a third party.
9.4.
Furthermore, the contractor assumes no liability for errors, malfunctions, or damage resulting from improper operation, modified operating system components, interfaces and parameters, the use of unsuitable organizational resources and data carriers (where such are prescribed), abnormal operating conditions (in particular, deviations from the installation and storage conditions), or transport damage.
9.5.
The contractor’s warranty is void for programs that are subsequently modified by the client’s own programmers or by third parties.
9.6.
If the subject of the contract is the modification or addition of existing programs, the warranty applies only to the modification or addition. The warranty for the original program is not reinstated.
9.7.
The client is responsible for checking and maintaining all program settings, even if they were configured at the factory or during training or support. The contractor assumes no liability for compliance with legal regulations to which the client is subject (collective bargaining agreements, labor laws, etc.).
The client is obligated to promptly address and, if necessary, report any error messages displayed in the provided software solutions. No guarantee is given for the accuracy and functionality of the software when error messages are displayed.
10. Liability
10.1.
The contractor is liable for damages only if intent or gross negligence can be proven, within the framework of applicable legal regulations. Liability for slight negligence is excluded. Compensation for consequential damages and pecuniary losses, lost savings, lost interest, and damages arising from third-party claims against the contractor is excluded in all cases, to the extent permitted by law.
11. Loyalty
The contracting parties commit to mutual loyalty. They will refrain from any solicitation or employment, including through third parties, of employees of the other contracting party who have worked on the execution of the orders, both during the term of this agreement and for 12 months after its termination. The contracting party violating this provision is obligated to pay liquidated damages in the amount of one year’s salary of the employee in question.
12. Data Protection, Confidentiality
12.1.
ZAnGeSa GmbH obligates its employees to comply with the provisions of Section 15 of the Data Protection Act.
12.2.
ZAnGeSa GmbH treats all internal processes and information obtained through work with the client as strictly confidential; in particular, order-related documents will only be made accessible to third parties with the client’s express consent.
12.3.
Data processing is carried out on the basis of the legal provisions of Section 165 Paragraph 3 of the Austrian Telecommunications Act 2021 (TKG 2021), as well as Article 6 Paragraph 1 Letter b and Article 6 Paragraph 1 Letter c of the GDPR.
13. Miscellaneous
Should any provision of this contract be or become invalid, the remaining provisions of this contract shall remain unaffected. The contracting parties shall cooperate in good faith to find a provision that comes as close as possible to the invalid provision.
14. Final Provisions
Unless otherwise agreed, the statutory provisions applicable to merchants under Austrian law shall apply exclusively, even if the order is executed abroad. For any disputes arising from this contract, the exclusive jurisdiction of the Austrian Court of Justice shall apply.
The local jurisdiction of the competent court for the contractor’s place of business is expressly agreed upon. For sales to consumers as defined by the Consumer Protection Act, the foregoing provisions apply only to the extent that the Consumer Protection Act does not mandatorily provide otherwise.
Version dated May 19th, 2026