General Terms and Conditions (GTC)

GENERAL TERMS AND CONDITIONS (GTC)
N-ICT e.U.

Part A applies to all services. Part B applies in addition to project and consulting services. Part C applies in addition to ongoing services.

Part A – General provisions

1. Scope

1.1 These General Terms and Conditions apply to all services provided by N-ICT e.U. (the Provider) to entrepreneurs within the meaning of the Austrian Commercial Code (UGB). Contracts with consumers are not covered by these terms.

1.2 They apply in the version valid at the time the contract is concluded and govern the entire business relationship, including follow-up orders, without requiring a further reference.

1.3 Terms and conditions of the Client apply only where the Provider has expressly agreed to them in text form. Performing services without objection does not constitute agreement.

1.4 In the event of conflicting provisions, the following order applies: first the offer or individual agreement, then any service schedule, then these terms.

2. Subject matter and scope of services

2.1 The scope of services follows from the offer and, where applicable, the service schedule. Commitments made outside these documents require confirmation in text form.

2.2 The Provider owes the careful performance of the agreed services. A specific commercial result is owed only where a work performance has expressly been agreed.

2.3 Services exceeding the agreed scope are charged according to actual effort. They are agreed in advance wherever circumstances permit.

2.4 The Provider determines the place, time and methodology of performance at its professional discretion, unless service hours or deadlines have been agreed. Unless agreed otherwise, services are provided remotely.

3. Client cooperation

3.1 The Client provides all information and documents required for performance in good time and in full. This also applies to information that only becomes known or relevant during performance.

3.2 The Client grants the necessary access to its systems, credentials and authorisations and, where required, to test environments.

3.3 The Client nominates a contact person with sufficient decision-making authority, together with a deputy.

3.4 The Client provides the licences required for performance of the services.

3.5 The Client keeps credentials confidential and notifies the Provider without delay of changes to its IT environment that affect performance.

3.6 Unless data backup has expressly been commissioned as a service, the Client is responsible for maintaining a complete and current backup of its data. Before any intervention in production systems, the Client ensures that a current backup exists.

3.7 The Client performs its cooperation duties free of charge and in good time. If they are performed late or incompletely, agreed dates are postponed accordingly and any additional effort is charged according to actual effort.

3.8 The Client has no right to issue instructions to employees or subcontractors of the Provider.

4. Performance and subcontractors

4.1 The Provider is entitled to engage third parties or its partner network to perform the services. It is liable for their performance as for its own.

4.2 The Provider binds any third parties engaged to confidentiality to the same extent and, where personal data is involved, to compliance with data protection requirements.

4.3 No employment, service or partnership relationship is established between the parties. The Provider acts as an independent contractor.

5. Services not included

5.1 Unless expressly agreed in the offer, the following services in particular are not included in the scope:

• hardware, software licences and other third-party costs
• third-party services, including manufacturer and provider support
• training and user onboarding sessions
• data backup and the restoration of data
• on-call duty and services outside the agreed service hours
• resolving faults caused by improper use or by interventions of third parties
• relocations, rebuilds and migrations of systems
• response to security incidents and forensic services
• accessible design of websites and applications within the meaning of the Austrian Accessibility Act

5.2 The Provider is happy to quote for such services separately.

6. Third-party services and licences

6.1 Where the Provider arranges products or services of third parties, such as cloud or licence products, the contract for those is concluded between the Client and the third-party supplier. The supplier's terms prevail in that respect.

6.2 The Provider is not liable for the availability, functional scope or modification of third-party services.

6.3 Passing on third-party costs in the Provider's own name requires express agreement in the offer.

7. Remuneration

7.1 All prices are net and exclusive of value added tax at the applicable statutory rate.

7.2 Where no price has been agreed, the Provider's current hourly rate applies. Billing is in commenced quarter hours.

7.3 Business hours are Monday to Friday from 08:00 to 18:00, excluding public holidays in Austria. A surcharge of 50 per cent applies to services outside business hours and a surcharge of 100 per cent to services on Sundays and public holidays and between 20:00 and 06:00.

7.4 Expenses and travel costs within Vienna are included in the remuneration. For appointments outside Vienna, travel time is charged as working time and travel and accommodation costs are charged against receipts.

7.5 The Provider may adjust recurring fees once a year in line with the Austrian consumer price index or the collective agreement for employees in the information technology sector. The first adjustment may take place no earlier than twelve months after the start of the contract and is announced four weeks in advance in text form.

7.6 Cost estimates are prepared to the best of the Provider's knowledge and are non-binding. If it becomes apparent that an estimate will be exceeded by more than 15 per cent, the Provider consults the Client in advance.

8. Invoicing and payment

8.1 Recurring fees are invoiced monthly. Projects are invoiced by milestone or monthly according to effort.

8.2 Each invoice is accompanied by a record of the services performed. Objections to that record must be raised in text form within 14 days.

8.3 Unless the offer provides otherwise, invoices are due for payment within 14 days without deduction.

8.4 In the event of late payment, default interest at the statutory rate and the costs of appropriate collection measures are charged.

8.5 If the Client remains in default despite a reminder and a grace period of 14 days, the Provider is entitled to suspend further services until payment has been made in full. The Provider does not thereby fall into default.

8.6 Set-off against counterclaims is permitted only where such claims are undisputed or have been established by final court decision.

9. Deadlines

9.1 Deadlines are binding only where they have expressly been agreed as binding in text form. Otherwise they are target dates.

9.2 Delays caused by the Client's failure to cooperate, by third-party services or by force majeure extend agreed deadlines reasonably.

10. Warranty

10.1 The warranty period is six months from performance of the respective service and, for work performances, from acceptance.

10.2 Defects must be notified in text form within 14 days of becoming apparent, described in a comprehensible manner.

10.3 The Provider remedies validly notified defects primarily by rectification within a reasonable period. If rectification fails twice, the Client is entitled to a price reduction.

10.4 The presumption rule of section 924 of the Austrian Civil Code (ABGB) is excluded; the Client must prove that the defect existed at the time of performance.

10.5 No warranty is given for defects resulting from changes made by the Client or third parties, from improper use, or from specifications, data or products supplied by the Client.

10.6 For third-party products, the warranty terms of the respective manufacturer apply exclusively.

11. Liability

11.1 The Provider is liable without limitation for intent and for injury to life, body or health.

11.2 In cases of gross negligence, liability is limited in amount to the net fee paid for the affected order in the year in which the event occurred and, for continuing obligations, to the net fee of the preceding twelve months.

11.3 Liability for slight negligence is excluded.

11.4 Compensation for loss of profit, indirect damage, consequential damage and damage arising from third-party claims is excluded, except in cases of intent.

11.5 The Provider is not liable for loss of data unless data backup has expressly been commissioned as a service. Where it has been commissioned, liability is limited to the effort required to restore the data from properly created backups.

11.6 Claims for damages must be asserted in court within six months of the Client becoming aware of the damage and the party causing it.

12. Use of AI systems

12.1 Where the Provider uses artificial intelligence systems, it does so with the greatest possible care. No liability is accepted for the factual accuracy of AI-generated answers, recordings or content, or for consequences arising from their use.

12.2 Professional and organisational responsibility for the processes concerned remains with the Client. Before decisions of material significance, the Client reviews the results.

13. Confidentiality

13.1 Both parties treat confidential information of the other party as confidential and use it solely to perform this contract. Confidential information includes trade and business secrets, know-how, technical documents and information designated as confidential.

13.2 This does not apply to information that is publicly known, was developed independently, or must be disclosed due to statutory or official orders.

13.3 The confidentiality obligation applies for the term of the contract and for three years thereafter.

14. Non-solicitation

14.1 Both parties undertake not to actively solicit employees or subcontractors of the other party during the term of the contract and for twelve months thereafter.

14.2 In the event of a breach, a contractual penalty of EUR 15,000 per case is payable. The right to claim damages exceeding that amount remains unaffected.

15. Data protection

15.1 Both parties comply with the data protection requirements of the GDPR and the Austrian Data Protection Act.

15.2 Where the Provider processes personal data on behalf of the Client, the parties conclude a separate data processing agreement pursuant to Article 28 GDPR. In the event of conflict, that agreement prevails over these terms.

15.3 The Client is the controller within the meaning of the GDPR. The engagement of further processors is governed by the data processing agreement.

16. Work results and rights of use

16.1 Upon full payment, the Client receives a non-exclusive right, unlimited in time and territory, to use the work results created for it for its own purposes.

16.2 The Provider retains the rights to pre-existing know-how and to methods, concepts, tools, scripts, templates and building blocks, as well as to further developments of these. Their use for other clients remains permitted.

16.3 Passing work results on to third parties and modifying them requires the Provider's consent in text form. Exclusive rights of use are granted only by separate agreement and against separate remuneration.

16.4 The Provider may freely use general knowledge and experience gained in the course of performance.

17. Documents

17.1 The Provider stores the Client's documents carefully and protects them against access by unauthorised parties.

17.2 After the end of the contract, the Provider hands over all of the Client's documents in a common format on request and deletes the remaining data. Statutory retention obligations remain unaffected.

18. Term and termination

18.1 Term and notice periods follow from the offer. Where nothing has been agreed, the contract is concluded for an indefinite period and may be terminated by either party in text form with three months' notice to the end of a calendar month.

18.2 The right to terminate for good cause remains unaffected. Good cause exists in particular in the event of payment default despite a reminder and grace period, the opening of insolvency proceedings, or a serious breach of material contractual obligations despite a warning.

18.3 Services rendered up to the end of the contract are invoiced in all cases.

19. Force majeure

19.1 Events of force majeure, in particular natural events, industrial action, official measures and large-scale outages of telecommunications or cloud services, release the affected party from its performance obligations for their duration.

19.2 If such an event lasts longer than three months, either party may terminate the affected contract in text form.

20. Reference

20.1 The Provider may name the Client as a reference, stating the Client's name and logo together with a short description of the project. The Client may object to this at any time in text form.

21. Final provisions

21.1 Amendments and additions require text form. There are no verbal side agreements.

21.2 The transfer of rights and obligations under this contract requires the other party's consent in text form.

21.3 Austrian law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods.

21.4 The court with subject-matter jurisdiction for Vienna is agreed as the place of jurisdiction for all disputes arising from this contract.

21.5 Should any provision be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes closest to its commercial purpose.

21.6 The Provider may amend these terms for ongoing contracts with six weeks' notice in text form. If the Client does not object within that period, the amendment is deemed accepted; the announcement draws attention to this effect.

Part B – Project and consulting services

22. Scope and changes

22.1 The scope of a project follows from the offer, including any phases, milestones and results.

22.2 The Client submits change requests in text form. The Provider assesses the effects on effort, cost and deadlines. Implementation takes place only after the Client has approved that assessment.

22.3 Assessing change requests is free of charge up to an effort of two hours; beyond that it is charged according to actual effort.

23. Acceptance

23.1 Where a work performance has been agreed, the Client examines the result within ten business days of provision and declares acceptance in text form.

23.2 If no acceptance is declared and no material defects are notified within that period, the service is deemed accepted. The same applies if the Client uses the result productively.

23.3 Immaterial defects do not prevent acceptance; they are remedied under the warranty.

24. Remuneration for projects

24.1 Projects are charged according to actual effort or at the agreed fixed price. The offer is decisive.

24.2 For projects running longer than one month, invoicing takes place monthly according to progress or along the agreed milestones.

Part C – Ongoing services

25. Application and service content

25.1 This part applies to services provided on an ongoing basis, in particular operations, monitoring, maintenance and support.

25.2 The specific service content, the selected service level and any deviations follow from the offer.

26. Service hours and service levels

26.1 The following service levels are available. Unless the offer provides otherwise, the Basic level applies.

	Basic	Standard	Plus
Service hours	Mon–Fri 09:00–17:00	Mon–Fri 08:00–17:00	Mon–Fri 08:00–18:00
Response P1	1 business day	4 hours	2 hours
Response P2	2 business days	1 business day	4 hours
Response P3 / P4	3 business days	2 business days	1 business day
Restoration	best efforts	best efforts	best efforts

26.2 Business days are Monday to Friday, excluding public holidays in Austria.

27. Priority levels

27.1 Faults and requests are classified as follows. The Provider makes the classification in consultation with the Client.

Level	Meaning	Example
P1	Critical: operations are down, no workaround available	Central system unreachable, security incident
P2	High: essential function impaired or many users affected	Email delivery fails, a department cannot work
P3	Medium: isolated case, work continues	A device will not start, printer offline
P4	Low: request or change wish	New user account, software installation

28. Response time

28.1 The response time is the time until the Provider responds and begins working on the matter. It is not a commitment as to when the matter will be resolved.

28.2 The response time starts when the report is received through the agreed reporting channel and runs exclusively within the agreed service hours.

28.3 A binding restoration time is committed only where expressly agreed in the offer. Otherwise the Provider uses best efforts to resolve the matter promptly.

28.4 Time limits are suspended for as long as progress depends on the Client's cooperation, on third-party services or on events of force majeure.

29. Data backup

29.1 Data backup and restoration form part of the services only where expressly agreed in the offer.

29.2 Where data backup has been agreed, the backup interval, retention period and target restoration time follow from the offer.

30. Service credits

30.1 A service credit for exceeding agreed response times applies only where expressly agreed in the offer.

30.2 Where agreed, it amounts to one per cent of the monthly net fee for the affected service per commenced hour of delay.

30.3 The total of all service credits is capped at 20 per cent of the net fee for the affected service over the preceding twelve months.

30.4 The service credit settles all claims arising from the exceeding of response times, unless the Provider has acted with intent or gross negligence.

31. Term of ongoing services

31.1 A minimum term applies only where agreed in the offer.

31.2 Unless agreed otherwise, either party may terminate the contract in text form with three months' notice to the end of a calendar month.

32. Handover at the end of the contract

32.1 The Provider supports the Client in an orderly handover to the Client itself or to a successor. This support is charged according to actual effort at the applicable hourly rate.

32.2 The handover covers in particular the existing documentation, configuration status and credentials. Any remaining access of the Provider is deactivated once the handover is complete.

Version: September 2026

This is a translation of the German original. In the event of discrepancies, the German version prevails.

N-ICT e.U.
Meldemannstrasse 22/2/2502, A-1200 Vienna, Austria
VAT: ATU79754516 | Company register: FN 610317a
E-mail: [email protected] | Web: www.n-ict.com