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Terms and Conditions

  1. General Principles / Scope of Applicability

    1. These General Terms and Conditions apply exclusively to all legal transactions between the client and GERALD PETER PFLEGER – SITOLUTIONS, Prosdorf 112, 8081 Heiligenkreuz am Wassen (hereinafter referred to as the contractor). The valid version at the time of contract conclusion is decisive.
    2. These General Terms and Conditions also apply to all future contractual relationships, even if this is not explicitly stated in supplementary contracts.
    3. Conflicting general terms and conditions of the client are invalid unless expressly acknowledged in writing by the contractor.
    4. If individual provisions of these General Terms and Conditions should be ineffective and/or become ineffective, this does not affect the validity of the remaining provisions and the contracts concluded on their basis. The ineffective provision shall be replaced by an effective provision that comes closest to its meaning and economic purpose.
    5. All orders and agreements are only legally binding if signed in writing by the contractor and are binding only to the specified extent.
    6. Client’s purchasing conditions are hereby excluded for this legal transaction and the entire business relationship. Offers are generally non-binding.

  2. Scope of Services of Business Consulting

    1. The scope of a specific consulting assignment is contractually agreed on a case-by-case basis.

  3. Scope of Services of Software Development

    1. The development of individual organizational concepts is based on the type and extent of binding information, documents, and tools fully provided by the client. This includes practical test data and testing options in adequate scope, which the client provides timely, during normal working hours, and at his own expense. If the client is already working on the system made available for testing in live operation, the responsibility for securing the real data lies with the client.
    2. The basis for the creation of individual programs is the written description of services that the contractor prepares at cost based on the documents and information provided to him or which the client provides. This description of services must be checked by the client for accuracy and completeness and marked with his approval. Later arising change requests may lead to separate agreements on deadlines and prices.
    3. Individually created software or program adaptations require a program acceptance by the client for the respective affected program package within four weeks of delivery. This will be confirmed in a protocol by the client. If the client allows the four-week period to elapse without acceptance of the program, the delivered software is deemed accepted as of the end date of the mentioned period. If the software is used in live operations by the client, it is considered accepted in any case.

      Any defects that arise, meaning deviations from the written description of services agreed upon, must be documented adequately by the client and reported to the contractor, who is striving for a prompt remedy. If there are written reported substantial defects, meaning that live operations cannot begin or continue, a new acceptance is required after the defects are rectified.

      The client is not entitled to refuse acceptance of the software due to insignificant defects.

    4. When ordering library (standard) programs, the client confirms with the order that he is aware of the scope of the services of the ordered programs.
    5. If, during the course of the work, it becomes apparent that the execution of the order according to the description of services is actually or legally impossible, the contractor is obliged to notify the client immediately. If the client does not change the description of services accordingly or create the prerequisites for execution to become possible, the contractor may refuse to execute it. If the impossibility of execution is due to the client’s negligence or a subsequent change in the description of services by the client, the contractor is entitled to withdraw from the order. The client shall reimburse the contractor for the costs and expenses incurred up to that point for his activities, as well as any dismantling costs.
    6. The shipping of program carriers, documentation, and service descriptions is done at the client’s expense and risk. Additional training and explanations requested by the client will be charged separately. Insurances are only provided at the request of the client.
    7. We expressly point out that an accessible design (of websites) in accordance with the Federal Equality Act for Persons with Disabilities (Federal Disability Equality Act – BGStG) is not included in the offer, unless it is specifically requested/individually by the client. If accessible design has not been agreed upon, it is the client’s responsibility to verify the service’s compliance with the Federal Disability Equality Act. The client must also check the legal, especially competitive, trademark, copyright, and administrative appropriateness of the content provided by him. The contractor is not liable for the legal appropriateness of content provided by the client in cases of slight negligence or after fulfilling any warning obligations towards the client.

  4. Performance by Third Parties / Representation

    1. The contractor is entitled to have the tasks incumbent on him performed in whole or in part by third parties. Payment to the third party is made exclusively by the contractor himself. No direct contractual relationship of any kind arises between the third party and the client.
    2. The client agrees that he will not enter into any business relationship of any kind with persons or companies used by the contractor to fulfill his contractual obligations during the contract term and for three years thereafter. The client will not engage these persons and companies, particularly for such or similar consulting services as offered by the contractor.

  5. Obligation of Disclosure by the Client / Declaration of Completeness

    1. The client ensures that the organizational framework conditions at the place of business allow for undisturbed work conducive to rapid progress during the fulfillment of the order.
    2. The client will fully inform the contractor about any previous consultations – even in other specialist areas – conducted and/or ongoing.
    3. The client ensures that all necessary documents for fulfilling and executing the order are submitted to the contractor in a timely manner without his special request and that he is informed of all processes and circumstances that are significant for the execution of the order. This applies to all documents, processes, and circumstances that only become known during the order.
    4. The client ensures that his employees and the legally specified and, if applicable, established employee representation (works council) are informed of the contractor’s planned activities before the contractor commences work.

  6. Securing Independence

    1. The contracting parties commit to mutual loyalty.
    2. The contracting parties commit to take all precautions necessary to prevent jeopardizing the independence of the commissioned third parties and employees of the contractor. This applies particularly to offers from the client for hiring or taking on orders for their own account.

  7. Reporting / Reporting Obligation

    1. The contractor is obliged to report to the client about his work, that of his employees, and, if applicable, those of commissioned third parties according to the progress of the work.
    2. The final report will be received by the client within a reasonable time frame, i.e., two to four weeks, depending on the type of consulting assignment, after completion of the order.
    3. The contractor is free from instructions when producing the agreed work, acts at his own discretion and under his own responsibility. He is not bound to any specific workplace or working hours.

  8. Protection of Intellectual Property from Business Consulting Services

    1. The copyrights to the works (especially offers, reports, analyses, expert opinions, organizational plans, programs, service descriptions, drafts, calculations, drawings, data carriers, etc.) created by the contractor and his employees and commissioned third parties remain with the contractor. They may only be used by the client during and after termination of the contractual relationship for purposes covered by the contract. The client is not entitled to reproduce and/or distribute the work (the works) without the express permission of the contractor. In no case does unauthorized reproduction/distribution of the work by the client result in liability of the contractor – especially with regard to the correctness of the work – to third parties.
    2. A violation of these provisions by the client entitles the contractor to immediately terminate the contractual relationship prematurely and to assert other legal claims, especially for injunction and/or damages.

  9. Copyright and Use from Software Development Services

    1. Following payment of the agreed fee, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable, and unlimited right to use the software for the hardware specified in the contract and, to the extent of the acquired number of licenses, for simultaneous use at multiple workstations, and to use all work results created based on the contractor’s contract for internal use only. All other rights remain with the contractor.
    2. By participating in the creation of the software, no rights are acquired beyond what is stipulated in this contract. Each infringement of the contractor’s copyright leads to claims for damages, with full compensation being required in such cases.
    3. The creation of copies for archiving and data backup purposes is permitted to the client, provided that the software does not contain an explicit prohibition from the licensor or third parties, and that all copyright and ownership notices are transmitted unchanged with these copies.
    4. If the disclosure of interfaces is necessary for the creation of interoperability of the software in question, the client must commission this from the contractor for a fee. If the contractor does not comply with this request and decompilation takes place according to copyright law, the results may only be used for creating interoperability. Misuse will result in claims for damages.
    5. If software is provided to the client, the license holder of which is a third party (e.g., standard software from Microsoft), the granting of the usage right is governed by the license terms of the license holder (manufacturer).

  10. Warranty from Business Consulting Services

    1. The contractor is entitled and obliged, regardless of fault, to rectify any inaccuracies and defects in his performance that become known. He will inform the client of this immediately.
    2. This claim of the client expires six months after the respective service has been provided.

  11. Warranty from Software Development Services

    1. The contractor warrants that the software performs the functions described in the accompanying documentation, provided that the software is used on the operating system described in the contract.
    2. Prerequisite for rectification is that
      • the client provides the contractor with all documents required for rectification;
      • the client describes the defect sufficiently in a defect report, which is determinable for the contractor;
      • the client or a third party attributable to him has not made any interventions in the software;
      • the software has been operated under the specified operational conditions according to the documentation.
    3. In the event of a warranty claim, rectification takes precedence over a reduction in price or withdrawal. In the case of a justified complaint, the defects will be rectified within a reasonable time, with the client enabling the contractor to take all necessary measures for investigation and rectification. The presumption of defectiveness according to § 924 ABGB is deemed excluded.
    4. Corrections and additions that prove necessary until the delivery of the agreed service due to organizational and programming defects for which the contractor is responsible will be carried out free of charge by the contractor.
    5. Costs for assistance, misdiagnosis, and troubleshooting for which the client is responsible, as well as any other corrections, changes, and additions, will be carried out by the contractor against payment. This also applies to the rectification of defects if program changes, additions, or any other interventions have been made by the client or third parties.
    6. Furthermore, the contractor assumes no liability for errors, disturbances, or damages resulting from improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational tools and data carriers, as far as such are required, abnormal operating conditions (especially deviations from installation and storage conditions), as well as transport damages.
    7. For programs that are subsequently modified by the client’s own programmers or third parties, any warranty by the contractor is void.
    8. Insofar as the subject of the order includes the modification or addition of already existing programs, the warranty applies only to the modification or addition. The warranty for the original program is not revived by this.
    9. Warranty claims expire six (6) months after handover.

  12. Liability / Compensation for Damages

    1. The contractor is liable to the client for damages – except for personal injury – only in case of gross negligence (intent or gross carelessness). This applies similarly to damages caused by third parties engaged by the contractor.
    2. Claims for damages from the client can only be asserted in court within six months after knowledge of the damage and the injuring party, but at the latest within three years after the event giving rise to the claim.
    3. The client has to provide evidence that the damage is attributable to the contractor’s fault.
    4. If the contractor performs the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, the contractor assigns these claims to the client. The client will primarily hold these third parties accountable in this case.

  13. Confidentiality / Data Protection

    1. The contractor undertakes to absolute secrecy about all business matters that come to his knowledge, especially business and trade secrets, as well as any information he receives about the type, scope, and practical activities of the client.
    2. Furthermore, the contractor commits to maintain confidentiality regarding the entire content of the work and all information and circumstances that have come to him in connection with the creation of the work, especially about the data of clients of the client towards third parties.
    3. The contractor is released from the confidentiality obligation towards any assistants and representatives he engages. He must fully impose the confidentiality obligation on them and is liable for their breach of the confidentiality obligation as for his own breach.
    4. The confidentiality obligation extends indefinitely beyond the termination of this contractual relationship. Exceptions exist in the case of legally prescribed obligations to testify.
    5. The contractor is entitled to process any personal data entrusted to him within the framework of the purpose of the contractual relationship. The client warrants that all necessary measures, especially those in accordance with the Data Protection Act, such as consent declarations from the affected parties, have been taken.

  14. Payment / Fees

    1. The contractor will issue a VAT-compliant invoice with all legally required features.
    2. The contractor is entitled to issue interim bills corresponding to the progress of the work and to demand advance payments in accordance with the respective progress.
    3. The invoices issued by the contractor, including VAT, are payable within 14 days from receipt of invoice without any deductions and free of charges. For partial invoices, the payment terms set for the total order apply analogously.
    4. For orders exceeding a term of 12 months, the enduring value of the claim plus incidental claims is expressly agreed. The measure for calculating the enduring value is the consumer price index 2015 (base year 2015) published monthly by Statistics Austria or a successor index. The reference value for this contract is the index number calculated for the month of order placement. Fluctuations in the index number upwards or downwards up to exclusively 2.0% will be disregarded. This leeway is to be recalculated for each upward or downward breach, whereby the first index number lying outside the currently applicable leeway forms the basis for both the redefinition of the claim amount and the calculation of the new leeway. All rates of change are to be calculated to one decimal place.
    5. Any cash expenses, charges, travel costs, etc. will be additionally reimbursed by the client against invoicing by the contractor.
    6. If the execution of the agreed work is prevented for reasons attributable to the client or due to a justified premature termination of the contractual relationship by the contractor, the contractor retains the right to payment of the entire agreed fee minus saved expenses. In the case of an hourly fee agreement, the fee for the number of hours expected for the entire agreed work is to be paid, minus saved expenses. The saved expenses are agreed as a flat rate of 30 percent of the fee for those services that the contractor has not yet performed by the date of termination of the contractual relationship.
    7. Compliance with the agreed payment dates is an essential condition for the contractor to perform delivery or for contract fulfillment. Non-compliance with the agreed payments entitles the contractor to cease ongoing work and withdraw from the contract. The contractor is thus released from his obligation to provide further services. The assertion of further claims resulting from non-payment is not affected by this.
    8. The client is not entitled to withhold payments due to incomplete total delivery, warranty, or guarantee claims, or complaints.
    9. In case of payment delay, default interest will be charged at bank customary rates.

  15. Electronic Invoicing

    1. The contractor is entitled to transmit invoices to the client in electronic form. The client expressly agrees to the receipt of invoices in electronic form from the contractor.

  16. Duration of Contract / Right of Withdrawal

    1. This contract basically terminates upon completion of the relevant project or after the expiration of a contractually specified notice period.
    2. In contracts with automatic contract extension, the contractual relationship ends after a notice period of 4 weeks unless otherwise agreed.
    3. Notwithstanding this, the contract may be terminated at any time for important reasons by either party without adhering to a notice period. An important reason is particularly considered to be,
      • if a contracting party violates significant contractual obligations, or
      • if a contracting party becomes overdue after the opening of insolvency proceedings.
      • if justified concerns regarding the creditworthiness of a contracting partner, over whom no insolvency proceedings have been opened, exist and this partner fails to make advance payments at the request of the contractor or to provide adequate security before the contractor’s performance, and the poor financial conditions were not known to the other contracting partner at the time of contract conclusion.
      • if exceeding an agreed delivery time can be attributed solely to the fault or unlawful actions of the contractor and the agreed performance is not provided in essential parts even within the reasonable grace period.
    4. Force majeure, labor conflicts, natural disasters, and transport closures, as well as other circumstances beyond the contractor’s control, relieve the contractor from the obligation to deliver or allow him to renegotiate the agreed delivery time.
    5. Cancellation by the client is only possible with the written consent of the contractor. If the contractor agrees to a cancellation, he has the right to also charge a cancellation fee of 30% of the still unbilled order value of the total project, in addition to the services rendered and expenses incurred.

  17. Final Provisions

    1. The contracting parties confirm that all information in the contract has been made diligently and truthfully and commit to promptly disclose any changes to each other.
    2. If individual provisions of this contract are invalid or become invalid, this does not affect the remaining content of this contract. The contracting partners will work together in a partnership to find a regulation that comes as close as possible to the invalid provisions.
    3. Changes to the contract and these GTC require written form; the same applies to deviating from this form requirement. Oral ancillary agreements do not exist.
    4. This contract is subject to substantive Austrian law, excluding the conflict of laws norms of international private law. The place of fulfillment is the location of the contractor’s professional establishment. The court at the contractor’s business location is responsible for disputes.


      The Professional Association of Business Consulting, Accounting, and Information Technology recommends the following mediation clause as a business-friendly means of dispute resolution:

      (1) In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties mutually agree to involve registered mediators (ZivMediatG) with a focus on economic mediation from the list of the Ministry of Justice for the out-of-court resolution of the conflict. Should there be no agreement on the selection of economic mediators or on the content, legal action will be initiated no earlier than one month after the failure of negotiations.


      (2) In the event of a failed or broken mediation, Austrian law applies in any court proceedings that may be initiated. All necessary expenses incurred due to a previous mediation, especially those for involved legal advisors, can be claimed accordingly as “pre-litigation costs” in a court or arbitration proceeding.

    5. Valid from 2022-01-01 This version of the General Terms and Conditions replaces all provisions in effect up to that point. Existing contractual relationships are excluded from this.