General Terms and Conditions

SHEL Software & Engineering GmbH

Sägewerksweg 2

9314 Launsdorf

Scope and validity of the contract

In the following "General Terms and Conditions", SHEL Software & Engineering GmbH is referred to as the contractor and the customer as the client.

The following terms and conditions apply to all services and deliveries provided by the contractor. All orders/contracts and agreements are only legally binding if they are signed by the contractor in writing and in accordance with company policy, and are only binding to the extent specified in the order confirmation. The client's terms and conditions of purchase are hereby excluded for the legal transaction in question and the entire business relationship. Offers are generally subject to change.

Scope of services and inspection

The subject of an order may be:

• Creation of individual programmes

• Delivery of hardware and accessories

• Supply of library (standard) programmes

• Purchase of usage rights for software products

• Acquisition of work usage licences

• Assistance with commissioning (conversion support)

• Analysis of data, network and hardware / global and detailed analyses

• Telephone consultation

• Program maintenance

• Creation of programme carriers

• Other services

• Design, manufacture/development, distribution, rental or integration of hardware and software products, as well as activities based on customer orders that serve to meet the requirements of clients with information and communication systems.

• The provision and operation of the necessary technical equipment.

• Consulting services in the ICT sector

• Provision of services required for the provision or exchange of content on the Internet

• Rental of applications and enabling their use via interfaces on the Internet

• Provision of network-oriented transmission and additional services and their maintenance

• Creative and technical services for the design and implementation of digital market communication

• Planning, assembly, installation, maintenance and repair of a wide variety of electrical and electronic systems

• Planning, assembly, installation, maintenance and repair of electrical and electronic systems in the ICT sector

• Trade in goods of all kinds

Unless otherwise agreed, the contractor shall perform the contractual services at its discretion either at the location of the computer system or at the contractor's business premises during the contractor's normal working hours. If, in exceptional cases and at the request of the client, services are provided outside normal working hours, the additional costs shall be invoiced separately. The selection of the employee performing the contractual services is the responsibility of the contractor, who is also entitled to engage third parties for this purpose.

The development of individual organisational concepts and programmes shall be based on the type and scope of the binding information, documents and aids provided in full by the client. This also includes practical test data and sufficient testing opportunities, which the client shall provide in a timely manner, during normal working hours and at its own expense. If the client is already working in live operation on the system provided for testing, the responsibility for securing the live data lies with the client.

The basis for the creation of individual programmes is the written service description, which the contractor prepares and provides to the client at a cost based on the documents and information made available to him. This service description must be checked by the client for accuracy and completeness and marked with his approval. Any change requests that arise later may lead to separate deadline and price agreements.

Individually created software or programme adaptations require programme acceptance for the respective programme package no later than four weeks after delivery by the client. This shall be confirmed by the client in a protocol. (Checking for correctness and completeness on the basis of the service description accepted by the contractor using the specified service description or the test data provided). If the client allows the four-week period to elapse without programme acceptance, the delivered software shall be deemed to have been accepted on the end date of the specified period. If the client uses the software in live operation, the software shall in any case be deemed to have been accepted. The client is not entitled to refuse acceptance of software due to minor defects.

A defect to be addressed in individual programmes exists if the software programme covered by the contract deviates from the corresponding service description/documentation in its latest valid version and this deviation can be reproduced by the client. Notices of defects must be sent to the contractor in writing. For the purpose of thoroughly investigating any errors that may occur, the client is obliged to make the computer system used by them (in the case of systems connected online to other computers, also the corresponding connection), software programmes, protocols, diagnostic documents and data available to the contractor free of charge for testing purposes during normal working hours to an appropriate extent and to support the contractor. Any errors identified that are attributable to the contractor shall be resolved by the contractor within a reasonable period of time. The contractor shall be released from this obligation if defects within the client's area of responsibility prevent this and are not remedied by the client. The error shall be resolved by means of a software update or appropriate alternative solutions.

The contractor shall initiate the rectification of defects in third-party products (e.g. system software or application software) and technical products (e.g. hardware) with the product manufacturer on the basis of the product-related service level agreements or, if possible, rectify the defects itself.

When ordering library (standard) programmes, the client confirms with the order that they are aware of the scope of services of the ordered programmes.

If, in the course of the work, it becomes apparent that the execution of the order in accordance with the service description is actually or legally impossible, the contractor is obliged to notify the client immediately. If the client does not change the service description accordingly or create the conditions that make execution possible, the contractor may refuse to execute the order. If the impossibility of execution is the result of a failure on the part of the client or a subsequent change to the service description by the client, the contractor is entitled to withdraw from the order. The costs and expenses incurred by the contractor for its activities up to that point, as well as any dismantling costs, shall be reimbursed by the client.

Programme carriers, documentation and service specifications shall be shipped at the expense and risk of the client. Any training and explanations requested by the client shall be invoiced separately. Insurance shall only be taken out at the request of the client.

All goods delivered by the contractor are subject to retention of title in favour of the contractor until all claims against the client have been paid in full.

Prices, taxes and fees

All prices are in euros and exclude value added tax. They apply only to the present order. The prices quoted are ex the contractor's place of business or office. The costs of programme carriers (e.g. CDs, USB sticks or other data carriers) and any contract fees will be invoiced separately.

For services that can be provided at the contractor's business premises but are provided at the client's premises at the client's request, the client shall bear the costs of travel, accommodation and travel time for the contractor's personnel assigned to perform the service.

In the event of increases in wage and material costs or other costs and charges occurring after conclusion of the contract, the contractor shall be entitled to increase the flat-rate amounts stated overleaf accordingly and to charge these to the client from the beginning of the month following the increase. The increases shall be deemed to have been accepted by the client from the outset if they do not exceed 10% per annum.

All fees and taxes (in particular VAT) shall be calculated on the basis of the applicable legal situation. If the tax authorities subsequently impose additional taxes or duties, these shall be borne by the client.

For library (standard) programmes, the list prices valid on the day of delivery shall apply. For all other services (organisational consulting, programming, training, conversion support, telephone consulting, etc.), the work involved shall be charged at the rates valid on the day the service is provided.

Deviations from the time required to perform the contract, for which the contractor is not responsible, shall be charged according to actual expenditure.

The costs for travel, daily allowances and accommodation shall be invoiced separately to the client at the rates applicable at the time. Travel time shall be considered working time.

Delivery date

The contractor shall endeavour to respond to the client's enquiries within a reasonable period of time during the contractor's normal working hours and to adhere as closely as possible to the agreed dates of performance (completion).

The target completion dates can only be met if the client provides all necessary work and documents in full by the dates specified by the contractor, in particular the service description accepted by the client, and fulfils its obligation to cooperate to the extent required.

Delivery delays and cost increases resulting from incorrect, incomplete or subsequently changed details and information or documents provided are not the responsibility of the contractor and cannot lead to the contractor being in default. Any additional costs resulting from this shall be borne by the client.

In the case of orders comprising several units or programmes, the contractor shall be entitled to make partial deliveries or issue partial invoices.

Payment

The invoices issued by the contractor, including value added tax, are payable without deduction and free of charges no later than 8 days from the invoice date. The payment terms specified for the entire order apply analogously to partial invoices.

For orders comprising several units (e.g. programmes and/or training courses, implementation in partial steps), the contractor is entitled to issue an invoice after delivery of each individual unit or service.

Compliance with the agreed payment dates is an essential condition for the contractor to carry out the delivery or fulfil the contract. Failure to comply with the agreed payments entitles the contractor to suspend the work in progress and withdraw from the contract. All associated costs and loss of profit shall be borne by the client.

In the event of late payment, default interest shall be charged at the standard bank rate. If two instalments of partial payments are not met, the contractor shall be entitled to declare the contract terminated and to demand payment of any accepted bills of exchange.

The client is not entitled to withhold payments due to incomplete delivery, warranty or guarantee claims or complaints.

Copyright and use

After 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 number of licences purchased, for simultaneous use on multiple workstations, to use all work results created on the basis of the contractor's contract for its own internal use. All other rights remain with the contractor.

The client's participation in the production of the software does not confer any rights beyond those specified in this contract. Any infringement of the contractor's copyrights shall result in claims for damages, in which case full compensation shall be paid.

The client is permitted to make copies for archiving and data backup purposes, provided that the software does not contain any express prohibition by the licensor or third parties and that all copyright and ownership notices are transferred unchanged to these copies.

If the disclosure of interfaces is necessary to achieve interoperability of the software in question, the client shall commission the contractor to do so in return for reimbursement of costs. If the contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results shall be used exclusively for the purpose of achieving interoperability. Misuse shall result in compensation for damages.

If the client is provided with software whose licence holder is a third party (e.g. standard software from Microsoft), the granting of the right of use shall be governed by the licence terms of the licence holder (manufacturer).

Contract term and right of withdrawal

The contractual relationship, which requires the professional installation of the duly purchased software programme that is the subject of the contract, begins upon signing of the contract and is concluded for an indefinite period. This contract may be terminated in writing by either party with three months' notice to the end of a calendar year, but no earlier than after the end of the 36th month of the contract. If the software program covered by the contract is demonstrably taken out of service or destroyed, the contractual relationship may be terminated prematurely, subject to a three-month notice period. In this case, the pro rata portion of the annual flat rate for the unused service shall be transferred to an Austrian bank account to be specified by the client.

In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the contractor, the client is entitled to withdraw from the order in question by registered letter if, even within a reasonable grace period, the agreed service is not provided in essential parts and the client is not at fault.

Force majeure, labour disputes, natural disasters and transport blockades, as well as other circumstances beyond the contractor's control, release the contractor from the delivery obligation or allow him to reschedule the agreed delivery time.

Cancellations by the client are only possible with the written consent of the contractor. If the contractor agrees to a cancellation, they shall be entitled to charge a cancellation fee amounting to 30% of the outstanding invoice value of the entire project in addition to the services rendered and costs incurred.

Warranty

The contractor warrants that the software fulfils the functions described in the accompanying documentation, provided that the software is used on the operating system described in the contract.

The prerequisite for troubleshooting is that

• the client describes the error sufficiently in an error message and that this can be determined by the contractor;

• the client provides the contractor with all documents necessary for the rectification of the error;

• the client or a third party attributable to the client has not interfered with the software;

• the software is operated under the intended operating conditions in accordance with the documentation.

The presumption of defectiveness pursuant to § 924 ABGB (Austrian Civil Code) is excluded.

The warranty period is 6 months from delivery. However, complaints are only valid if they relate to reproducible defects and if they are documented in writing within 4 weeks of delivery of the agreed service. In the event of a warranty claim, rectification shall in any case take precedence over price reduction or conversion. In the event of a justified complaint, the defects shall be remedied within a reasonable period of time, whereby the client shall enable the contractor to take all measures necessary for investigation and rectification of the defects.

Costs for assistance, misdiagnosis and the rectification of errors and malfunctions for which the client is responsible, as well as other corrections, changes and additions, shall be charged by the contractor. This also applies to the rectification of defects if program changes, additions or other interventions have been made by the client itself or by third parties.

Furthermore, the contractor shall not be liable for errors, malfunctions or damage resulting from improper operation, modified operating system components, interfaces and parameters, the use of unsuitable organisational resources and data carriers, insofar as these are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) or transport damage.

The warranty for programmes and/or functions refers exclusively to the system environment existing at the time of installation (e.g. operating system versions, database version, etc.) and to the legal provisions valid at that time.

The contractor shall not be liable for any warranty claims relating to programmes that have been subsequently modified by the client's own programmers or third parties.

If the subject of the order is the modification or supplementation of existing programmes, the warranty shall apply to the modification or supplementation. This shall not revive the warranty for the original programme.

Liability

The contractor shall only be liable to the client for damages proven to have been caused by the contractor in cases of gross negligence. This also applies mutatis mutandis to damages attributable to third parties engaged by the contractor.

Liability for indirect damage – such as loss of profit, costs associated with business interruption, data loss or third-party claims – is expressly excluded.

Claims for damages shall become time-barred in accordance with the statutory provisions, but at the latest one year after knowledge of the damage and the party responsible for it.

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 shall assign these claims to the client. In this case, the client shall primarily hold these third parties liable.

If data backup is expressly agreed as a service, liability for the loss of data is not excluded, but is limited to a maximum of 10% of the order value per claim, up to a maximum of EUR 5,000, for the restoration of the data. Any warranty and damage claims of the client beyond those specified in this contract – regardless of the legal basis – are excluded.

Loyalty

The contracting parties undertake to maintain mutual loyalty. They shall refrain from poaching or employing, including through third parties, employees who have worked on the realisation of the orders of the other contracting party during the term of the contract and for 12 months after termination of the contract. The contracting party in breach of this provision shall be obliged to pay lump-sum damages in the amount of one year's salary of the employee.

Data protection and confidentiality

The contractor undertakes to comply with the provisions of the GDPR General Data Protection Regulation and, in particular, with Sections 6 and 15 of the GDPR, and shall ensure that its employees do the same.

Final provisions

Unless otherwise agreed, the statutory provisions applicable between entrepreneurs shall apply exclusively in accordance with Austrian law, even if the contract is performed abroad. For any disputes, the local jurisdiction of the competent court for the contractor's place of business shall be deemed to have been agreed. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions shall only apply insofar as the Consumer Protection Act does not mandatorily provide for other provisions.

Should individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the remaining content of this contract. The contracting parties shall cooperate in a spirit of partnership to find a provision that comes as close as possible to the invalid provisions.