GTC

General Terms and Conditions 2025/11

1. scope and validity of the contract

1.1 The following terms and conditions apply to all services and deliveries performed by MarWin Solutions GmbH as contractor. These are recognized by the contractual partner, the client, by signing the contract or accepting these terms and conditions without objection, but at the latest by accepting goods or services without objection (contract processing) – also for any subsequent transactions.

1.2 The Client’s general terms and conditions or terms and conditions of purchase are hereby rejected. They shall not be binding on the Contractor even if the Contractor does not object to them again when the contract is concluded. Even the sending of an order confirmation shall not be deemed to constitute acceptance of the Client’s terms and conditions.

1.3 Amendments or collateral agreements shall require written confirmation to be valid and shall only apply to the respective individual business case. Offers are always subject to change. Orders, insofar as they are accepted by representatives or other sales employees of the Contractor, shall only become binding for the Contractor upon written order confirmation by the Contractor or upon delivery of the goods or provision of the service.

2. scope of services

2.1 The Contractor shall provide the following services:

– Development of organizational concepts

– Rough and detailed analyses

– Creation of individual programs

– Assistance with commissioning (implementation support)

– Telephone advice

– Other services

2.2 The basis of orders is the written service description, which the Contractor either prepares against cost calculation and on the basis of the documents and information provided by the Client or which the Client provides. The service description must be checked by the client for correctness and completeness and provided with its approval note (acceptance). By signing the contract or placing the order, the client declares that it has checked the contractual service description and that the products and services meet its requirements. Subsequent requests for changes may lead to separate deadline and price agreements.

2.3 Changes to the contractually agreed scope of the service to be provided by the Contractor (accepted service description) must be made in writing. Otherwise they shall be deemed not to have been validly concluded. The Contractor shall examine what effects the desired changes will have with regard to the service description, additional expenses and deadlines and shall inform the Client of these. This shall be followed by coordination between the contracting parties regarding the implementation of the change request and the effects. If an agreement is reached, the change request is recorded in writing and attached to the service description. The contractor shall inform the client in writing of the effects (possible changes to duration, deadlines, costs and content). If no agreement is reached or if the client withdraws the change request, the original scope of services shall remain unchanged. It shall be assumed that no agreement has been reached if the client has not approved the amended version by written notification to the contractor within three weeks. All additional expenses incurred as a result of the change request shall be borne in full by the client.

2.4 Services that are performed before a more precise definition, without such a definition or beyond; as well as services that are marked as “variable” in the service description, shall be invoiced according to the actual time spent.

2.5 The Contractor warns and expressly points out that, according to the current state of the art, it is not possible to create software programs completely free of errors. The Contractor therefore warrants that the software products created by it will execute the program instructions without errors if the hardware and operating system configuration comply with the Contractor’s recommendations and any errors were identifiable and reproducible according to the state of the art.

2.6 Unless otherwise agreed, the Contractor shall perform the contractual services at the location of the computer system or at the Contractor’s business premises during the Contractor’s normal working hours, at the Contractor’s discretion. If, in exceptional cases and at the Client’s request, services are provided outside normal working hours, the additional costs shall be invoiced separately. The Contractor shall be responsible for selecting the employee to perform the contractual services and shall be entitled to engage third parties for this purpose.

3. benefits not covered by this contract

3.1 Unless explicitly stipulated otherwise in this contract, the costs for travel, accommodation and travel time for the Contractor’s persons commissioned to perform the service. 3.2 In the event of unauthorized use of services, the Contractor shall be entitled to invoice the Client for the costs incurred at the applicable cost rates.

3.3 Services caused by changes to the operating system, hardware and/or changes to non-contractual, mutually program-dependent software programs and interfaces.

3.4 Program changes due to changes in legal regulations if they require a change in the program logic.

3.5 The Contractor shall be released from all obligations arising from this contract if program changes are made to the contractual software programs by employees of the Client or third parties without the prior consent of the Contractor, or if the software programs are not used as intended.

3.6 The elimination of errors caused by the client or third parties.

3.7 Loss or damage caused directly or indirectly by actions or omissions during operation by the client or user.

3.8 Data conversions, restoration of databases and interface adjustments.

4. prices, terms of payment

4.1 The prices quoted are ex place of performance. The costs of program carriers (e.g. magnetic tapes, magnetic disks, magnetic tape cassettes, etc.) as well as documentation and any contract fees shall be invoiced separately.

4.2 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 by way of exception, the Client shall bear the costs of travel, accommodation and travel time for the Contractor’s persons commissioned to perform the service.

4.3 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.

4.4 Unless otherwise agreed, the following payment plan shall apply to entrepreneurs in relation to the total amount of the item if the total price exceeds € 10,000:

– 1/4 of the total amount upon order confirmation

– 1/4 of the total amount upon acceptance of the specification

– 1/4 upon presentation of the 1st prototype or a partial result agreed with the contractual partner

– 1/4 on delivery.

4.5 If the total amount is less than € 10,000 for entrepreneurs or end consumers, the total amount of the order is due upon order confirmation.

4.6 In the case of services that are charged on a time and material basis, invoicing shall be based on signed work records.

4.7 Flat-rate cost amounts are payable by the client for the calendar year/partial year in advance.

4.8 The prices for services stated in service descriptions are binding until the “Valid until” date of the service description. Thereafter, the Contractor shall be entitled to take into account any increases in wage and material costs or other costs and charges in its hourly rates. The new hourly rates must be notified to the Client at least one month before they are applied for the first time. Such increases shall be deemed to have been accepted by the Client from the outset if they do not exceed 10% per annum.

4.9 Services provided by the Contractor beyond the originally agreed scope at the Client’s request shall be invoiced at the Contractor’s hourly rates valid at the time the service is provided.

4.10 Services shall be provided within 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 exact regulation is defined in the service description.

4.11 Invoices issued by the Contractor are due 14 days after the invoice date without deduction and free of charges.

4.12 Compliance with the agreed payment dates is an essential condition for the performance of the delivery or fulfillment of the contract by the Contractor. Failure to comply with the agreed payments shall entitle the Contractor to suspend ongoing work and withdraw from the contract. All associated costs and loss of profit shall be borne by the Client. In the event of late payment, interest on arrears shall be charged at the usual bank rate. If two installments of partial payments are not paid on time, the Contractor shall be entitled to enforce the loss of deadlines and to call in any acceptances handed over.

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

5. delivery dates

5.1 The Contractor shall endeavor to respond to the Client’s inquiries within a reasonable period of time during the Contractor’s normal working hours.

5.2 The client shall not be entitled to withdraw from the contract or claim compensation for damages due to exceeding the promised deadlines.

5.3 Partial deliveries and advance deliveries are permitted.

6. location

6.1 The location of the computer systems covered by the contract is specified in the contract. In the event of a change of location of the computer systems, the Contractor shall be entitled to redefine the lump-sum cost rate or to terminate the contract prematurely.

7. duration of contract

7.1 The contractual relationship, which presupposes the professional installation of the duly acquired contractual software program, begins with the signing of the contract and is concluded for an indefinite period. This contract may be terminated in writing by one of the contracting parties subject to a notice period of 3 months to the end of a calendar year, but at the earliest after the end of the 12th month of the contract. If the contractual software program is demonstrably taken out of service or ceases to exist, the contractual relationship may be terminated prematurely subject to a three-month notice period. In this case, the aliquot part of the annual lump sum for the unused service shall be transferred to an Austrian bank account to be specified by the client.

8 Liability and warranty

8.1 The Contractor shall be liable for damages within the scope of the statutory provisions, provided that intent or gross negligence can be proven. Liability for slight negligence is excluded.

8.2 Compensation for consequential damages and financial losses, unrealized savings, loss of interest and damages from third-party claims against the Contractor is excluded in any case, insofar as legally permissible.

8.3 A defect to be treated shall be deemed to exist if the software program that is the subject of the contract exhibits a behavior that deviates from the corresponding service description/documentation in the most recent version and this can be reproduced by the client. The warranty period shall be six months. However, 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 service. In the event of a warranty claim, rectification shall in any case take precedence over price reduction or rescission. The reversal of the burden of proof, i.e. the obligation of the contractor to prove his innocence of the defect, is excluded.

8.4 The Contractor accepts no liability for errors, faults or damage resulting from inadequate setup (e.g. of master data and parameters) for which the Contractor is not responsible or from improper operation.

result. Also excluded from the warranty are defects due to changed operating system components, interfaces and parameters, use of unsuitable or defective hardware, data carriers, etc.

For programs that are subsequently modified by the client’s own programmers or third parties, any warranty by the contractor shall lapse. Insofar as 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.

8.5 For the purpose of precise investigation of any errors that may occur, the Client shall be obliged to make the computer system used by it (in the case of systems in an online network with other computers also the corresponding connection), software programs, protocols, diagnostic documents and data available to the Contractor free of charge to a reasonable extent for test purposes during normal working hours and to support the Contractor. Detected errors for which the Contractor is responsible 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 sphere hinder this and are not remedied by the Client.

8.6 The Contractor shall decide on the type of defect rectification, e.g. by modifying the defective program, reconfiguring the software, installing a patch. A defect may also be remedied by a list of procedures for the application (“work arounds”), which ensure that the defect has no significant impact on the use of the program by the Client.

9. data protection, confidentiality

9.1 The Contractor shall oblige its employees to comply with the provisions of Section 15 of the Data Protection Act.

10 Copyright and use

10.1. Copyrights to the agreed services (programs, documentation, etc.) shall belong to the Contractor or its licensors. The client shall only receive the right to use the software after payment of the agreed fee exclusively for its own purposes, only for the hardware specified in the contract and to the extent of the number of licenses acquired for simultaneous use on several workstations. Only a license to use the work is acquired through this contract. Distribution by the client is excluded in accordance with copyright law. The cooperation of the client in the production of the software does not result in the acquisition of any rights beyond the use specified in this contract. Any infringement of the Contractor’s copyrights shall result in claims for damages, whereby full satisfaction shall be provided in such a case.

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

10.3. If the disclosure of the interfaces is required to establish the interoperability of the software in question, the Client shall apply to the Contractor for this against reimbursement of costs. If the Contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results are to be used exclusively to establish interoperability. Misuse shall result in compensation for damages.

11. loyalty

11.1 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 for the duration 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.

Miscellaneous

12.1 Should individual provisions of this contract be or become invalid, this shall not affect the remaining content of this contract. The contracting parties shall work together in partnership to find a provision that comes as close as possible to the invalid provisions.

12.2 The Contractor shall provide the services in close cooperation with the Client. The Client and the Contractor shall each appoint a project manager. They shall decide jointly. If a joint decision is not possible, the project steering committee, consisting of one member of the management of the Contractor and one member of the management of the Client, shall be convened. The contracting parties are obliged to ensure project continuity as far as it is in their power to do so, i.e. in particular not to constantly change the employees working on the project. The Contractor is entitled to have services performed by subcontractors. In this case, the general contractor and overall responsibility shall lie with the Contractor. 12.3 Both contractual partners are obliged to inform each other immediately of circumstances of any kind that significantly hinder the progress of the project. This applies irrespective of whether they lie within their own area of responsibility, with the other contractual partner or with third parties. In such a case, the project managers shall decide by mutual agreement on appropriate measures in order to come as close as possible to the original project objective.

12.4 Individual organizational concepts and programs shall be developed in accordance with the type and scope of the binding information, documents and resources provided in full by the client. This also includes practical test data as well as test options to a sufficient extent, which the client shall make available in good time. The client undertakes to ensure that suitably qualified employees, facilities, premises and test data are made available at the client’s locations on the dates specified by the project managers.

The Client shall provide this cooperation at its own expense. In addition, the Client is free to provide parts of the services offered by the Contractor itself, i.e. by employees of the Client. The project managers shall decide on the practical implementation, any necessary training and support, etc.

12.5 The Contractor shall provide the Client with documents for acceptance, in particular protocols and definition requirements. The dates for the submission and review of these documents shall be jointly determined by the two project managers. If acceptance is delayed beyond the agreed deadlines through no fault of the Contractor, the Contractor shall not be liable for the resulting delay. Furthermore, the Contractor may consider as (partially) accepted any work for which no substantiated notice of defects is given within two weeks of submission for acceptance and base the next project steps on this. Subsequent change requests or changes to the specifications that are announced by the client after completion of the specification or approval of the work can delay the agreed deadlines and cause additional work. For this reason, such change requests from the Contractor will be reviewed with regard to their impact on quality, effort and deadlines. The cost of the review may be invoiced separately. If the change request is feasible, the result will be sent to the client as a change or additional offer. The project will be continued according to the old specifications until the order is placed.

12.6 Individually created software or program adaptations require program acceptance by the client for the relevant part no later than six weeks after delivery. The individual parts and the dates scheduled for them shall be determined by the project managers, and the acceptance shall be confirmed by the client in a protocol. (Check for correctness and completeness on the basis of the service description or process solution description accepted by both parties to the contract using the test data provided by the client). If the client allows the period of six weeks to elapse without program acceptance, the delivered software shall be deemed to have been accepted on the end date of the aforementioned period.

If the software is used in live operation by the Client, the software shall in any case be deemed to have been accepted. Any defects that occur, i.e. deviations from the service description or process solution description agreed in writing, must be reported by the Client to the Contractor with sufficient documentation, who shall endeavor to rectify the defects as quickly as possible. If there are significant defects reported in writing, i.e. if live operation cannot be started or continued, a new acceptance is required after the defects have been rectified.

12.7 Remote maintenance access shall be set up so that the Contractor can support the Client quickly in the event of a warranty claim or for other assistance. Each contracting party shall bear the costs incurred for this on its own premises (for hardware, software, telephone lines, etc.). The two project managers shall jointly decide on the technical solution and the relevant security aspects. The client is free to restrict access to remote maintenance, e.g. to certain times of day, certain employees of the contractor, or according to other criteria. If the Contractor incurs a disadvantage or additional expense due to the unavailability of remote maintenance access for which the Client is responsible, the additional expense may be charged to the Client separately. The Contractor shall not be liable for any damages resulting from the unavailability of remote maintenance access.

12.8 After the start of live operation, further support is provided through software maintenance and support. The exact time for the handover to support and the details of the handling of this handover shall be determined jointly by the project managers of the Client and the Contractor. A separate software maintenance contract shall be concluded for the software maintenance and the scope of the services to be provided by the Contractor in this context.

13. place of jurisdiction

13.1 Unless otherwise agreed, the statutory provisions applicable between fully qualified merchants shall apply exclusively in accordance with Austrian law, even if the order is executed abroad. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

13.2 Any disputes shall be subject exclusively to the local jurisdiction of the competent court for the Contractor’s registered office (Klagenfurt).