General Terms and Conditions (GTC)

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

1. Scope of Application

1.1 These General Terms and Conditions (GTC) apply to all current and future services provided by N-ICT e.U. (hereinafter referred to as the Contractor) to the Client, even if the GTC are not expressly referenced in individual cases upon conclusion of the contract. The Client's terms and conditions shall only apply if they have been acknowledged in writing by the Contractor.

2. Services

2.1 The content of the services to be provided between the Contractor and the Client within the framework of a service agreement is based on the scope of services known at the time of contract conclusion. Should it become apparent during contract performance that the scope of services requires adjustment to actual circumstances, the contracting parties shall agree on an appropriate adjustment of the scope of services.

2.2 Services provided by the Contractor that are used by the Client beyond the respectively agreed scope of services shall be remunerated by the Client according to actual personnel and material costs at the rates currently valid at the Contractor. This includes in particular services outside the Contractor's usual business hours, the analysis and elimination of disruptions and errors caused by improper handling or operation by the Client or other circumstances not attributable to the Contractor. Likewise, training services are generally not included in the services and require a separate agreement.

3. Commencement of Contractual Relationship

3.1 Unless an express different agreement is made between the Client and Contractor outside of these GTC:
– the service relationship begins with order placement and is concluded for an indefinite period.
– the first month of the service relationship is agreed as a trial month. During this time, the service relationship can be terminated by either party at any time and without stating reasons with immediate effect.

4. Provision of Services

4.1 The provision of services shall be carried out in direct coordination with the Client.

4.2 The contracting parties agree that the conclusion of this contract does not establish an employment relationship between them. The Contractor is neither integrated into the Client's business nor is subject to comprehensive direction and instruction rights of the Client regarding the organizational design of the execution of the owed services (with respect to time, duration, location, type and manner of order execution).

4.3 The Contractor provides the services under its own responsibility and decision-making. However, it must take the Client's interests into account when designing its activities.

4.4 The Contractor is entitled to be represented by suitable persons of its choice in carrying out the agreed services without stating reasons.

4.5 Unless otherwise regulated in this contract, the Contractor uses its own operating resources for the provision of services. No operating resources or other resources are provided by the Client.

4.6 The Client shall make its employees available to the Contractor after consultation, insofar as this is necessary for the provision of the owed services.

4.7 The Client shall provide the Contractor with the licenses required for the execution of the owed services.

4.8 The Contractor must provide the owed services on time and professionally and with the care of a proper and conscientious service provider.

4.9 The contracting parties agree that the conclusion of this contract does not establish a partnership between them. The Contractor is not authorized to receive and submit declarations that obligate the Client.

5. Contract Duration

5.1 Unless an express different agreement is made between the Client and Contractor outside of these GTC, the service relationship can be terminated by either party at the end of a calendar month with three months' notice. The termination must be made in writing. In the event of termination, the Contractor must immediately and without being asked hand over to the Client any material that may have been provided for processing as well as work results including partial results available up to that point.

5.2 The parties to this service agreement agree that in the event of termination, the Client shall issue sufficient orders to the Contractor until the expiry of the notice period so that the Contractor provides services in each month of the notice period in an amount of hours that corresponds to the average of the monthly hours previously provided. The average of the monthly hours previously provided is to be calculated on the basis of the monthly hours from the beginning of this service relationship until receipt of the written termination. If the average of the monthly hours previously provided is not reached in the months of the notice period, the Client undertakes to pay the Contractor the difference between the hours actually provided and the average of the monthly hours previously provided.

6. Remuneration

6.1 The remuneration is based on the individual agreement between the Client and Contractor.

6.2 If the Contractor provides services between Monday and Friday, between 6:00 a.m. and 8:00 a.m. as well as between 6:00 p.m. and 8:00 p.m., it is entitled to a surcharge of 50% per hour on the hourly rate agreed with the Client.

6.3 If the Contractor provides services between Monday and Friday, between 8:00 p.m. and 6:00 a.m. as well as on Saturdays, Sundays and public holidays legally recognized in Austria, it is entitled to a surcharge of 100% per hour on the hourly rate agreed with the Client.

6.4 As long as the Contractor is prevented from providing the services (in particular due to illness, accident, absence, other orders, etc.), it is not entitled to remuneration for this period. There is also no entitlement to paid vacation.

6.5 The Contractor independently pays all taxes, duties and, if applicable, insurance contributions and is solely responsible for compliance with the applicable approval and other legal provisions applicable to its activities. This has been taken into account accordingly in the calculation of the remuneration.

7. Client's Cooperation

7.1 The Client supports the Contractor to the necessary extent in the provision of contractual services. The Client must ensure that all information and documents required for the provision of services are made available to the Contractor in a timely manner. This also applies to information and documents that only become known or relevant during service provision. The Client must ensure that decisions required for the continuation of services are made in a timely manner. If the Client does not fulfill its cooperation obligations in an appropriate manner, the Contractor cannot be held responsible for the resulting delays.

8. Secondary Activities

8.1 The Contractor is entitled to be active for other clients in addition to the agreed services, provided this does not require the prior written consent of the Client. However, activities for other clients must not impair the activities for the Client.

9. Confidentiality Obligations

9.1 Confidential Information means all information communicated to the Contractor by the Client as well as information that came to the Contractor's knowledge in the course of providing services or that was (co-)developed by the Contractor and is not already publicly accessible, such as trade secrets and business transactions, operating secrets and facilities, know-how, procedures and working methods, personal matters and other information designated as confidential that relates to the Client and that, according to the expressed or recognizable will of the Client, should be kept secret and whose disclosure to third parties would cause damage to the Client, regardless of the state or data carrier on which the information is located and whether the information was communicated before or after the conclusion of this contract.

9.2 The Contractor undertakes to use the Confidential Information exclusively for the fulfillment of its obligations under the respective contract and, during the contract term or after its termination, without the prior written consent of the Client, neither to use it otherwise nor to communicate it to its employees or third parties who are not active within the framework of the implementation of a contract.

10. Storage and Return of Documents, Return of Property

10.1 All information and documents that the Contractor received from the Client or created on the occasion of and in connection with the provision of services must be stored carefully and protected against inspection by unauthorized third parties.

10.2 During the term of this contract, the Contractor must immediately hand over to the Client all documents and records that it received from the Client or created in connection with contract performance upon request, and immediately delete all data and software, including source and object codes, upon request.

11. Data Protection

11.1 The Contractor undertakes to protect the Client's data from unauthorized access. Insofar as the Contractor is entrusted with the processing of personal data of the Client and, if applicable, its employees or customers in the course of its activities, it is obliged to comply with the data protection requirements under the GDPR. This applies in particular to the lawfulness and transparency of processing, its purpose limitation, data minimization, accuracy, storage limitation as well as integrity and confidentiality. The Contractor must also ensure that unauthorized persons have no access to personal data. Data with personal content must be kept under lock and key and data that is no longer needed must be properly disposed of.

12. Liability

12.1 The Contractor is liable to the Client for demonstrably culpable damages only in cases of gross negligence and intent. This also applies analogously to damages that are attributable to third parties engaged by the Contractor. Liability for indirect damages - such as lost profits, costs associated with business interruption, data loss or third-party claims - is expressly excluded.

12.2 From claims for damages by third parties that are causally related to the fulfillment of the respective contractual obligations by a contracting party, this contracting party indemnifies and holds harmless the other contracting party claimed by the third party.

12.3 If the Contractor's service does not correspond to the agreements made between the contracting parties within the framework of this contract with the Client, the service provided is defective. In such a case, the Client must complain about this to the Contractor immediately after recognizing the defect. If the complaint is justified, the Client is entitled to claim defect elimination. The Client is not entitled to claim defect elimination if the defect complained of by it is based on a violation of its contractual and legal obligations. If the Client is entitled to claim defect elimination, the Contractor is obliged to remedy the defectively provided services within a reasonable period set by the Client so that they correspond to the contractually owed services. If the attempt at remedy fails or if the remedy is refused or is unreasonable for the Client, the Client is entitled to a reduction of the agreed remuneration. Further claims by the Client against the Contractor do not exist unless the conditions for the Contractor's liability according to the provisions of the Liability paragraph of this contract are met.

13. Notifications

13.1 The contracting parties undertake to immediately notify the other contracting party of all changes to their addresses, otherwise notifications to the last known address shall be deemed effectively delivered.

14. Non-Solicitation

14.1 The Client undertakes not to directly or indirectly solicit or employ any employees or subcontractors of the Contractor without the Contractor's prior written consent during the term of this contract and for a period of 12 months after its termination. For each violation of this obligation, the Client undertakes to pay a contractual penalty of EUR 30,000 per violation. The assertion of further damages remains unaffected. The Client must provide the Contractor with information on request as to whether and to what extent cooperation with former employees or subcontractors of the Contractor exists or existed.

15. Applicable Law and Jurisdiction

15.1 All agreements between the contracting parties are subject to Austrian law, excluding the international conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods. The competent court in Vienna has exclusive jurisdiction for disputes.

16. Written Form

16.1 Amendments and supplements require written form to be effective. This also applies to the waiver of this written form requirement.

17. Force Majeure

17.1 To the extent and as long as obligations cannot be fulfilled on time or properly as a result of force majeure, such as war, terrorism, natural disasters, fire, strike, lockout, embargo, sovereign interventions, failure of power supply, failure of means of transport, failure of telecommunications networks or data lines, changes in legislation after contract conclusion affecting the services or other unavailability of products, this does not constitute a breach of contract.

18. Severability Clause

18.1 Should one of the provisions of these GTC be wholly or partially invalid or become invalid, the validity of the remaining provisions shall not be affected. The contracting parties agree that instead of the invalid provision, a valid provision shall be deemed agreed upon that comes closest to the economic purpose originally pursued by the contracting parties with the invalid provision. The same applies in the case of an actually unenforceable provision or a regulatory gap in these GTC.

19. Contractual Penalty for Breach of Confidentiality

19.1 In the event of a violation of the confidentiality obligations pursuant to Section 9 of these GTC, the Contractor must pay a contractual penalty of EUR 25,000 (in words: twenty-five thousand). This does not affect the Client's right to assert further damages against the Contractor and to demand cessation of further violations. A contractual penalty paid shall be credited against any claims for damages.

20. Intellectual Property, Usage and Exploitation Rights

20.1 All industrial property rights, copyrights, trademark, design, utility model rights and other intellectual property of a contracting party existing at the conclusion of a contract, in particular - but not limited to - secret know-how, remain the exclusive property and, in the absence of a different express agreement, in the exclusive usage and exploitation authority of the respective contracting party.

20.2 All work results achieved by the Contractor alone or together with other contractors or employees of the Client in fulfillment or on the occasion of service provision, including completed and uncompleted work including all notes, plans, concepts, inventions, trademarks and other results including confidential information (co-)developed by the Contractor, belong to the Client unless expressly agreed otherwise.

20.3 The Contractor undertakes to immediately disclose all work results capable of protection to the Client.

21. No Side Agreements

21.1 No oral or written side agreements have been made. Amendments and supplements to individual contractual provisions require written form to be effective.

Version: December 2025

N-ICT e.U.
Meldemannstrasse 22/2/2502, A-1200 Vienna, Austria
E-Mail: [email protected] | Web: www.n-ict.com