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
Version 2026-05 · Effective 2026-05-06
This English version is provided for convenience. In case of discrepancies, the German version shall prevail.
§ 1 General Principles & Scope
§ 1.1 These General Terms and Conditions (hereinafter “GTC”) apply to all current and future contracts between the Client in its capacity as an entrepreneur and Hephario GmbH, FN 676823d, Graf-Starhemberg-Gasse 5/1/30-31, 1040 Vienna, Austria, registered with Handelsgericht Wien (hereinafter the “Contractor”). This also applies if supplementary contracts do not expressly refer to these GTC. The version valid at the time of conclusion of the contract shall apply.
§ 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 its 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 expressly agreed.
§ 2 Offers
§ 2.1 Unless otherwise stated, the Contractor’s offers are binding for a period of 30 days from the date of issue.
§ 3 Scope of Services & Acceptance
§ 3.1 The nature and scope of the agreed services result from the contract, service description, and these GTC.
§ 3.2 Changes and supplements to the contract require written confirmation by the Contractor in order to become part of the contractual relationship.
§ 3.3 The Contractor undertakes to execute the contract properly in accordance with generally accepted rules of technology and principles of economy.
§ 3.4 The Contractor is entitled to engage other duly 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 the event of a justified objection, the Contractor is entitled to withdraw from the contract without liability; services already rendered shall be remunerated.
§ 3.5 If it becomes apparent that execution of the contract is factually or legally impossible, the Contractor shall notify the Client without undue delay. Costs, expenses, and any efforts relating to implementation measures already initiated up to that point shall be reimbursed by the Client.
§ 3.6 Force majeure, labor disputes, natural disasters, transport restrictions, and other circumstances outside the Contractor’s sphere of influence release the Contractor from performance and delivery obligations or permit a rescheduling of the agreed delivery time.
§ 3.7 For software projects, performance is complete upon provision of the agreed scope of functionality. There is no obligation for ongoing maintenance, adaptation, or further development unless expressly 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.
§ 3.9 Acceptance procedure: After provision of the agreed scope of services (or previously defined milestones), the Client shall have a review period of 30 days. If no material defects impairing contractual use are reported in writing within that period, the service shall be deemed accepted and compliant with the contract (deemed acceptance).
§ 3.10 Open-source components: Unless expressly agreed otherwise, the Contractor is entitled to use suitable open-source components within the scope of development. The Contractor shall ensure that no licenses with a strict copyleft effect (e.g. GPL) are used for proprietary code parts that are to be transferred individually to the Client and that would force the Client to disclose its own source code, unless this has been agreed in advance.
§ 3.11 Computer Vision / ML note: The quality and accuracy of models (e.g. recognition rates, accuracy) depend materially on the 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, unless agreed in writing as a separate milestone.
§ 3.12 EU AI Act: If an AI system is developed by the Contractor, the Client acts as the legal “deployer” within the meaning of the European AI Regulation (EU AI Act). Compliance with the resulting deployer obligations, in particular in the event of a classification as a high-risk AI system, is the sole responsibility of the Client.
§ 4 Reporting
§ 4.1 The Contractor undertakes to report to the Client according to work progress. Reports also include interim results, software versions, test data, and other work results made available.
§ 4.2 The final report shall be delivered within a reasonable time after completion, depending on the nature of the contract. Delivery of the agreed work results constitutes the final report.
§ 5 Client Cooperation & Provision Obligations
§ 5.1 The Client undertakes to support all measures required for the provision of the services and to take all measures not included in the Contractor’s scope of services.
§ 5.2 If services are provided on-site, the Client shall provide the necessary infrastructure free of charge. Instructions to employees of the Contractor are not permitted.
§ 5.3 The Client shall provide all required information, data, and documents by the agreed dates at its own expense.
§ 5.4 If the Client does not fulfill its cooperation obligations in due time or adequately, the Contractor’s performance deadlines shall be postponed accordingly to the detriment of the Client. Any demonstrable additional expenses incurred by the Contractor shall be invoiced separately.
§ 6 Withdrawal from the Contract
§ 6.1 In the event of default by one party, withdrawal is only possible after granting a reasonable grace period. The grace period must be set in writing.
§ 6.2 If the Contractor is entitled to withdraw from the contract, it retains the claim to remuneration for the services rendered up to that point and reimbursement of demonstrably incurred expenses that can no longer be cancelled. In the event of justified withdrawal by the Client, the services rendered by the Contractor shall be remunerated (§ 1168 ABGB).
§ 7 Protection of Intellectual Property
§ 7.1 Plans, sketches, quotations, and other documents remain the intellectual property of the Contractor unless otherwise regulated below.
§ 7.2 Custom developments (retention of title): Subject to full payment, the Client receives an exclusive, unlimited right of use in terms of time and territory for all components individually developed for it. To that extent, the Contractor waives any further exploitation of those individual 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: The general know-how, methods, and experience acquired by the Contractor during performance of the contract remain its property.
§ 7.5 The provisions of § 11 shall apply additionally to confidentiality and the handling of personal data.
§ 8 Non-Solicitation
§ 8.1 The Client undertakes not to directly or indirectly solicit any employees or subcontractors of Hephario GmbH during and until 12 months after termination of this contractual relationship.
§ 8.2 In case of violation, a lump-sum contractual penalty independent of fault in the amount of three gross monthly salaries of the relevant person shall become due. The Contractor reserves the right to claim further damages.
§ 9 Warranty
§ 9.1 The Contractor is entitled and obliged to remedy known inaccuracies and defects within the scope of warranty, at its option, by improvement, replacement, or price reduction. The Contractor shall inform the Client thereof without undue delay.
§ 9.2 The Client must always prove that the defect already existed at the time of handover.
§ 9.3 The contractual service must be examined within the review period pursuant to § 3.9. Any defects identified upon acceptance must be reported in writing within that review period, specifying their nature and extent.
§ 9.4 Hidden defects must be reported without undue delay after discovery. If a defect notice is not raised or not raised in due time, the service shall be deemed approved with regard to those defects.
§ 9.5 The warranty period is 12 months from acceptance of the service. Services rendered after expiry of that period, in particular bug fixes or adjustments, are considered new services to be remunerated separately.
§ 10 Damages
§ 10.1 The Contractor is liable to the Client for damages – excluding personal injury – only in cases of gross fault (intent or gross negligence). This applies mutatis mutandis to damages caused by third parties engaged by the Contractor.
§ 10.2 Insofar as the Contractor is liable under § 10.1, claims of the Client arising from or in connection with the contract are limited to the actually paid amount of the respective individual order, but to a maximum of EUR 50,000. Liability for data loss, lost profits, or consequential damages exists only within the scope of § 10.1.
§ 10.3 The Client must prove in each case that the damage is attributable to fault on the part of the Contractor.
§ 10.4 Damage claims become time-barred three years after the Client becomes aware of the damage and the damaging party.
§ 11 Confidentiality / Data Protection
§ 11.1 The contracting parties undertake to maintain absolute confidentiality regarding all business matters that become known to them in connection with this contract, in particular business and trade secrets as well as other confidential information, unless there is a legal disclosure obligation.
§ 11.2 Subcontractors engaged by the Contractor shall not be considered third parties insofar as they are subject to an identical confidentiality obligation. The Contractor shall ensure such an obligation for the subcontractors it engages.
§ 11.3 The confidentiality obligation shall remain in force even after termination of this contractual relationship. Exceptions apply only insofar as statutory disclosure or testimony obligations take precedence.
§ 11.4 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 transferred.
§ 12 Invoicing, Payment Terms & Value Preservation
§ 12.1 Unless otherwise stated, all fees are stated in Euro. If the Contractor is subject to VAT, the amounts are net amounts plus statutory VAT.
§ 12.2 The Contractor is entitled to submit invoices electronically. The Client expressly agrees to this.
§ 12.3 Unless otherwise agreed, billing shall be on an hourly basis at the rate specified in the respective contract. Partial invoices may be issued monthly based on actual effort.
§ 12.4 Unless otherwise agreed in the respective contract, payment shall be made without deductions within 14 days of receipt of the invoice to the account specified by the Contractor. In case of default of payment between entrepreneurs, the statutory default interest pursuant to § 456 UGB shall apply.
§ 12.5 Set-off against counterclaims is excluded unless such counterclaims have been legally established or expressly acknowledged by the Contractor.
§ 12.6 In case of non-payment of interim and partial invoices, the Contractor is released from the obligation to continue rendering services.
§ 12.7 Value preservation: The value stability of the Contractor’s fee claims is agreed. The benchmark for calculating value adjustments shall be the consumer price index (VPI) published monthly by Statistics Austria, or any index replacing it. The baseline for value-preservation adjustments is the index figure of the month in which the contract is concluded. Adjustments shall be made annually at year-end for subsequent years.
§ 13 Place of Performance
§ 13.1 The place of performance is the registered office of Hephario GmbH.
§ 14 Choice of Law & Jurisdiction
§ 14.1 Austrian law shall apply 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 competent court at the registered office of Hephario GmbH (Handelsgericht Wien) is agreed.
§ 14.3 Mediation: For disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to involve registered mediators (ZivMediatG) with a focus on commercial mediation from the list maintained by the Austrian Ministry of Justice. Legal action may be initiated no earlier than one month after mediation has failed. 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.