Terms and Conditions

Latest update: 16th October 2018

  GTC in PDF-format

General Information

The following provisions of the General Terms and Conditions (GTC) apply to any offers, deliveries or other services provided by Wohlfeil.IT e.U. (Wohlfeil.IT). In addition, the terms and conditions apply in the complete business dealings between Wohlfeil.IT and the service recipients (customers). Possible existing terms and conditions of the customer do not apply, unless expressly agreed in written form by Wohlfeil.IT. Deviating provisions will not be accepted.

Jurisdiction

The jurisdiction of Wohlfeil.IT is the substantively competent regional court in Linz. Any disputes between Wohlfeil.IT and the contracting parties are without exception subject to Austrian law. All communication must be in German, without exception.

Service delivery

All services provided by Wohlfeil.IT require separate agreements between Wohlfeil.IT and the customers. Possible examples are:
- Service contracts
- Offers and their assignment
- Performance certificates, framework agreements
Should it be necessary to change existing services or technologies of Wohlfeil.IT, due to new requirements or increased demands of the customers, and thus an adjustment of these will be necessary, a new offer will be made. Should services be claimed by the customers beyond the agreed scope of services, they will be charged according to the actual expenses of Wohlfeil.IT based on the defined rates. These include e.g. Services that are performed outside of normal business hours or remedies /analyses due to improper service by customers.

Fulfillment requirements

The place of performance is, unless differently required or agreed, the registered office of Wohlfeil.IT.

participation obligations

The customers are obliged to support all measures to facilitate the services required by Wohlfeil.IT. If services are to be carried out at the customer's place of business, all service requirements such as e.g. Power supply, network connections, necessary infrastructure or other requirements are made available to the extent necessary and free of charge, as far as these are not a part of the service provision itself. Customers must provide the information, access data and documents required to provide the service on agreed terms and at their own expense. In the event of disruptions in the customer environment, Wohlfeil.IT must be supported in problem analysis and troubleshooting as well as coordination For the necessary security of the data in existing computer systems, the customers are in their own responsibility, unless it is part of the service provided by the Wohlfeil.IT. The customers must fulfill their obligation to cooperate in a timely manner to enable and not to obstruct the performance of Wohlfeil.IT. If the customer's obligation to cooperate is not provided on time or in the agreed scope, the services provided by Wohlfeil.IT are deemed to be contractually fulfilled despite possible restrictions. Additional expenses resulting from the delays caused by the customer will be invoiced separately by Wohlfei.IT at the agreed rates. Unless otherwise agreed in written form, the customers provide the obligation to cooperate free of charge.

Remuneration

Unless otherwise stated, all prices are exclusive of VAT (net) and in euros (€). Prices and quantities in the contracts / quotations are estimated values. Unless otherwise agreed, billing is always based on actual expenditure or use by the customer. Possible travel and accommodation costs will be charged separately to the customers. Travel times are already considered as working hours and will be charged according to the actual expenditure. All prices quoted are without assemblage, installation or setup. This work will also be charged separately according to time exposure. All deliveries and directions are charged from the headquarters of Wohlfeil.IT. Existing and current contracts are subject to an annual value adjustment based on the consumer price index published by Statistics Austria. The calculation basis is the month of the contract. All fees and taxes resulting from a contractual relationship will be charged based on the applicable Austrian law.

terms of payment

The fees for agreed services and deliveries of Wohlfeil.IT are defined in the respective contracts. If not explicitly differently agreed, it will be settled as follows: - The fees of an invoice are to be paid promptly after receipt of the invoice, however at the latest, without any deductions, after 14 calendar days.
- Flat-rate contracts are due quarterly in advance.
- In the case of partial delivery, the fee will be payable on the first delivery.
Payments are only valid upon receipt on the business account of Wohlfeil.IT.

arrears

If payments are not received as agreed on the business account, a written reminder is sent, which includes the original fees, the damage incurred and, if necessary, a processing fee of 5% of the gross invoice amount but at least € 10, -. If the delay in payment exceeds a period of 30 days, Wohlfeil.IT is entitled to stop and / or pause all services and deliveries. In the case of late payment, the customers are obliged to completely replace the reminder costs and collection charges arising for Wohlfeil.IT. A right of retention is not available to the customers.

Terms of delivery

A delivery is made to the conditions specified in the separately agreed contract. At most, the following conditions apply to the delivery: The delivery period begins with the acceptance of an offer of Wohlfeil.IT by the customers. Again, this provision will not be considered if it is a non-binding offer. In this case, the period begins with the confirmation of the offer by an order confirmation of Wohlfeil.IT to the customers. The transfer of the delivery takes place upon acceptance of the delivery by the customers. For this purpose, a delivery note is signed by the customers. In the case of the agreed shipping of the delivery via a transporter / forwarding agent or the regular postal service, the handover upon acceptance by the shipping partner shall apply. If the goods cannot be taken over as agreed by the customer, this results in a delay in acceptance at the expense of Wohlfeil.IT. Should there be no successful delivery of the goods after setting a grace period, a storage fee of 0.5% of the gross invoice amount per each calendar day started will be invoiced separately. In addition, Wohlfeil.IT is entitled to insist on fulfillment by the customer. At most, Wohlfeil.IT is entitled to withdraw from the contract after a further grace period of at least 14 calendar days and to use the goods of the delivery at the expense of the customers.

Transfer of ownership

The transfer of ownership of possible delivered goods to the customers takes place only after full payment of the fees. Should there be any access to the goods by third parties, e.g. in case of possible insolvency or seizure, the property of Wohlfeil.IT must be disclosed immediately and report to Wohlfeil.IT must be made. The customers carry the risk for the goods, for the dangers of the loss or the deterioration of quality.

Intellectual Property

Any copyright of any intellectual property, such as programs, scripts, documentation, any work results or other works such as concepts, sketches and plans, which were manufactured or used by Wohlfeil.IT, remain with Wohlfeil.IT or the licensors. This also applies in the case of customer participation in the production of those works. Only the authorization of use is granted to the customers to use the agreed services in the agreed scope and exclusively for their own purposes. This authorization is not transferable, not sublicensable and is limited to the term of the contract. Any use beyond the authorization of use requires a written agreement. If copyrights of Wohlfeil.IT are violated, the full satisfaction must be paid without exception. If third-party software products are provided to the customer, the regulations of the respective manufacturer shall prevail over these provisions. Customers must obtain their own knowledge through the license terms of the manufacturers of the products.

data protection

The provisions of the current Austrian Data Protection and Telecommunications Act as well as the EU General Data Protection Regulation apply. Wohlfeil.IT is not obliged to check the data submitted by customers concerning the conformity with applicable data protection regulations. The admissibility of any data transferred to Wohlfeil.IT for electronic data processing and provision of commissioned services is thus to be ensured by the customers. All reasonable measures are taken to protect the transferred data of the customers against the access of third parties. Wohlfeil.IT cannot be held responsible if third parties nevertheless succeed in gaining access to data and information due to unlawful means. The customers entitle the Wohlfeil.IT to assign possible tasks to suitable subcontractors. Prerequisite is compliance with all provisions of the Data Protection Act.

confidentiality

Wohlfeil.IT commits itself to treat the entrusted services / activities or the resulting knowledge, as far as these are not generally known, confidentially and secretly. In addition, the customers are obliged to keep all circumstances and business relationships brought to their knowledge or entrusted in the context of any contracts with Wohlfeil.IT confidential and secret. In case of doubt about the status of the information, data or knowledge, these are classified as confidential and secret. Customer credentials (usernames and passwords) for the use of services are to be treated confidentially.

warranty claim

The warranty is granted in all cases either by replacement or improvement of the delivered goods or the service provided within a reasonable time or by a price reduction of the underlying offer. The choice of the named options is the responsibility of Wohlfeil.IT. Cancellation of a contract based on warranty claims can only be demanded by the customer if the options mentioned above cannot be enforced because the improvement or replacement is not possible and / or a price reduction is not reasonable for the customer. Any defect at the time of acceptance of the delivery or acceptance of the service must be proven by the customer. A claim to warranty arises only if the customer reports any recognizable defects or other malfunctions immediately, but at the latest after 7 working days from the determination to the Wohlfeil.IT in written form. The period for warranties is 3 months from the acceptance of the service or from the acceptance of the delivery.

claim for compensation

Possible claims for damages lapse after 12 months. The limitation period starts from the acceptance of the service or from the acceptance of the delivery. Compensation for loss of data and / or destruction of software only applies if the customer has complied with the duty of proper operation of the computer systems. The compensation is limited to the offer value of the service concerned. In addition, there is no compensation for consequential damage, such as lost profits, non-pecuniary damages and other pecuniary losses. Also, for claims of third parties against the customers, which result from damages, the replacement is excluded. A debt on the part of Wohlfeil.IT, is to be proved by the injured customers.

Act of god

When higher forces such as fire, failure of the power supply, failure of means of transport, failure of telecommunication networks and failure of data lines occur or if a non-availability of third-party products arises, resulting from a delay in performance or a failure to perform the service is not a violation of the agreed contract.

liability

Wohlfeil.IT is only liable for damages caused by intent or gross negligence. Liability for slight negligence is excluded.

contract termination

Unless differently agreed in the contracts, the contracts with Wohlfeil.IT may be terminated by the customer subject to a notice period of 3 months respectively at the end of quarters 2 and 4 respectively. A cancellation must be made in the form of a registered letter to the business address of Wohlfeil.IT. The date of the postmark is decisive for the calculation of the observance of the notice period. The dissolution of the contracts by Wohlfeil.IT may take place within a period of 3 months, at the end of each month. A notice of termination takes place in the form of a registered letter to the customers. An extraordinary termination of the contract with immediate effect by the Wohlfeil.IT is possible only if there is an important reason. Possible reasons are:
 - Despite reminder and grace period, customers are in default of payment more than 60 days.
 - The existence of various circumstances that make the (timely) completion of an agreed service obviously impossible, if they were caused by the customer.
 - The provision of services is made impossible by the consistent failure of fulfilling the duty of cooperation by the customers.
 - A repeated violation of the terms and conditions of the essential provisions by the customer.
 - An opening or initiation of bankruptcy proceedings on the assets of the customers.
An extraordinary cancellation must also be made in writing by registered letter.

Other provisions

If the customers wish to obtain services of third parties, these are subject to the terms and conditions of the respective third party. Affiliated companies of Wohlfeil.IT shall not be considered as third parties, insofar as their terms and conditions correspond to those of Wohlfeil.IT or contractual agreements exist between Wohlfeil.IT and the subcontractors. The customers are obliged to inform the Wohlfeil.IT about possible changes of the business address or other contract-relevant data immediately and in written form. If the message is omitted by the customers, any sent letters are considered as received and delivered even if they were sent to the last known business address.