General Terms & Conditions
For IT Services, Software & Systems Development
Hephario GmbH
Graf-Starhemberg-Gasse 5/1/30-31
1040 Vienna, Austria
FN 676823d · Handelsgericht Wien
Effective: May 2026 · Version 1.1
1. General Provisions & Scope
1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all current and future contracts between the Client in their capacity as a business entity and Hephario GmbH, FN 676823d, Graf-Starhemberg-Gasse 5/1/30-31, 1040 Vienna, Austria, registered with the Commercial Court Vienna (hereinafter “Contractor”). This also applies to supplementary contracts even if not explicitly referenced. The version in effect at the time of contract conclusion is decisive.
1.2 Deviations from these GTC and conditions of the Client shall only apply if expressly acknowledged and confirmed in writing by the Contractor.
1.3 Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one that comes closest to the intent and economic purpose.
1.4 These GTC apply equally to work contracts and service contracts. For software and development services, there is no guarantee of a specific economic success or performance metric unless explicitly agreed.
2. Offers
2.1 Unless otherwise stated, the Contractor’s offers are non-binding regarding all specified data including fees.
3. Scope of Services
3.1 The nature and scope of the agreed services result from the contract, power of attorney, and these GTC.
3.2 Changes and supplements to the contract require written confirmation by the Contractor to become part of the contractual relationship.
3.3 The Contractor undertakes to properly execute the contract in accordance with generally accepted rules of technology and principles of economy.
3.4 The Contractor is entitled to engage other appropriately authorized third parties (subcontractors) to fulfill the contract. No direct contractual relationship arises between the third party and the Client. The Contractor shall inform the Client in writing and grant a 10-day objection period. In case of justified objection, the Contractor is entitled to withdraw from the contract without penalty; services already rendered shall be compensated.
3.5 If it becomes apparent that execution of the contract is factually or legally impossible, the Contractor shall immediately notify the Client. Costs, expenses, and any dismantling costs incurred up to that point shall be reimbursed by the Client.
3.6 Force majeure, labor disputes, natural disasters, transport restrictions, and other circumstances beyond the Contractor’s sphere of influence shall release the Contractor from performance and delivery obligations or permit a new determination of the agreed delivery time.
3.7 For software projects, performance is complete upon delivery of the agreed functionality. There is no obligation for ongoing maintenance, adaptation, or further development unless explicitly agreed in writing.
3.8 For changes or extensions initiated by the Client after project start (“Change Requests”), a separate offer or hourly billing shall apply.
Computer Vision / ML Note: The quality and accuracy of models (e.g., detection rates, accuracy) depends significantly on training and test data provided by the Client. The Contractor owes professional development according to the state of the art, but not the achievement of a specific metric (accuracy, F1-score, etc.), unless agreed as a separate milestone in writing.
4. Reporting
4.1 The Contractor undertakes to report to the Client according to work progress. Reports also include interim results, software builds, test data, and other work products made available.
4.2 The final report shall be provided within a reasonable time (two to four weeks) after completion, depending on the nature of the contract. Delivery of the agreed deliverables constitutes the final report.
5. Client Cooperation & Provision Obligations
5.1 The Client undertakes to support all measures necessary for service delivery and to take all measures not included in the Contractor’s scope of services.
5.2 If services are rendered on-site, the Client shall provide the necessary infrastructure free of charge. Direct instructions to the Contractor’s employees are not permitted; change requests must be directed exclusively to the designated contact person.
5.3 The Client shall provide all necessary information, data, and documents by the agreed dates at their own cost.
5.4 If the Client fails to fulfill their cooperation obligations, services rendered by the Contractor shall be deemed contractually compliant despite possible limitations. Any additional expenses shall be billed separately.
6. Contract Termination
6.1 In case of default by either party, termination is only possible after setting a reasonable grace period. The grace period shall be set in writing – by email with read receipt or by registered mail.
6.2 If the Contractor is entitled to terminate the contract, they retain the right to the entire agreed fee. In case of justified termination by the Client, services rendered by the Contractor shall be compensated (§ 1168 ABGB).
7. Intellectual Property Protection
7.1 Plans, sketches, quotations, and other documents (presentations, analyses, concepts, prototypes, source code, etc.) remain the intellectual property of the Contractor, unless otherwise regulated below.
7.2 Custom Developments: Upon full payment, the Client receives an exclusive, unlimited right of use for all components developed specifically for them, including customer-specific algorithms, data models, and user interfaces. The Contractor waives any further exploitation of these custom parts.
7.3 Generic Components: Frameworks, development tools, libraries, and reusable code modules not developed exclusively for the Client remain the intellectual property of the Contractor. The Client receives a simple, non-transferable right of use, limited to the agreed contractual purpose.
7.4 Know-how and Methods: General know-how, methods, and experience acquired by the Contractor during contract performance remain their property.
7.5 Confidentiality: Both parties undertake to maintain the confidentiality of all information learned during the collaboration. This applies even after contract termination.
8. Non-Solicitation
8.1 The Client undertakes not to directly or indirectly solicit, hire, or engage through third parties any employees or subcontractors of Hephario GmbH during and for 24 months after termination of this contractual relationship, without prior written consent of the Contractor.
8.2 In case of violation, a lump-sum, fault-independent contractual penalty in the amount of one year’s gross salary of the concerned person shall become due. The Contractor reserves the right to claim further damages.
9. Warranty
9.1 The Contractor reserves the right to fulfill warranty claims at their choice by improvement, replacement, or price reduction.
9.2 The Client must always prove that the defect existed at the time of handover.
9.3 Goods/services shall be inspected immediately after delivery. Detected defects shall be reported immediately, at latest within 14 days, specifying nature and extent.
9.4 Hidden defects shall be reported immediately upon discovery. If a defect report is not submitted or not submitted in time, the performance shall be deemed approved.
9.5 The warranty period is six (6) months from acceptance of the performance. Services rendered after this period, particularly error corrections or adjustments, are considered new services to be compensated separately.
10. Damages
10.1 Apart from personal injury, the Contractor is only liable if at least gross negligence is proven by the injured party.
10.2 Claims of the Client arising from or in connection with the contract are limited to the actually paid amount. Liability for data loss, lost profits, or consequential damages is excluded, except in cases of intent or gross negligence.
10.3 Damage claims expire in six months from knowledge of damage and damaging party, in any case within three years from the claim-creating event.
11. Confidentiality / Data Protection
11.1 Each contracting party assures the other to safeguard all trade secrets learned in connection with this contract and not to make them accessible to third parties, unless there is a legal disclosure obligation.
11.2 Subcontractors affiliated with the Contractor are not considered third parties, provided they are subject to an identical confidentiality obligation.
11.3 GDPR / Data Processing: Insofar as Hephario GmbH processes personal data on behalf of the Client during service delivery, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR shall be concluded. Without such a DPA, no personal data may be transmitted.
Note: The Client assures that they have the necessary legal basis pursuant to Art. 6 GDPR for the transmission of any personal data (e.g., training or test data).
12. Invoicing & Payment Terms
12.1 All fees are stated in Euro unless otherwise specified. If the Contractor is subject to VAT, amounts are understood as net contributions plus statutory value-added tax.
12.2 The Contractor is entitled to submit invoices electronically. The Client expressly agrees to this.
12.3 Unless otherwise agreed, billing is on an hourly basis at the rate specified in the respective contract. Partial invoices may be issued monthly based on actual effort.
12.4 Payment shall be made without deductions within 20 days of invoicing to the account specified by the Contractor. In case of payment default between businesses, statutory default interest pursuant to § 456 UGB applies (currently 9.2% above the base interest rate p.a.).
12.5 Set-off against counterclaims is not permitted.
12.6 In case of non-payment of interim and partial invoices, the Contractor is released from the obligation to continue service delivery.
13. Place of Performance
13.1 The place of performance is the registered office of Hephario GmbH.
14. Applicable Law & Jurisdiction
14.1 Austrian law applies exclusively to contracts between the Client and Hephario GmbH, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods.
14.2 For all disputes arising from this contract, the jurisdiction of the competent court at the registered office of Hephario GmbH is agreed.
14.3 Mediation: For disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to engage registered mediators (ZivMediatG) specializing in commercial mediation from the Ministry of Justice list. Legal action may be initiated no earlier than one month after mediation fails.
Exception to the mediation clause: Due and undisputed fee claims of Hephario GmbH may be pursued directly in court or through a collection agency without prior mediation.