Legal

General Terms and Conditions

These General Terms and Conditions govern all orders, services, software, and consulting provided by Inspirespace e.U. ("Contractor") to clients ("Client"). Applicable under Austrian law. The German-language version is authoritative in case of discrepancy — see AGB.

1. Scope of contract and validity

All orders become legally binding when "signed in writing with the legally binding signature of the company of the Contractor". Client purchase conditions are excluded. All offers are non-binding.

2. Scope and assessment

Services include organisational concepts, analyses, custom programs, standard library programs, software usage rights, copyrighted permissions, start-up assistance, consultations, maintenance, and media compilation.

Custom programs are developed based on binding information and resources provided by the Client, including "sufficient practical test data and test facilities". Development follows a written performance description created by the Contractor and must be accepted by the Client.

Clients have four weeks to accept delivered software. Acceptance is considered automatic if "the Client let the four-week period pass without acceptation" or if the software is used in real operation. Defects must be reported in writing with documentation.

3. Prices, taxes, and fees

All prices are in euros, net of VAT. Prices apply only to the current order and are quoted from the Contractor's place of business. Expenses for media, documents, and contract fees are invoiced separately.

Library-program prices are based on list prices valid at the delivery date. Other services are invoiced at rates effective on the performance date. Travel expenses, daily allowances, and accommodation costs are separately invoiced, with travel time counted as working hours.

4. Delivery date

The Contractor shall strive to meet agreed deadlines provided the Client supplies the necessary work and files on time and meets cooperation obligations. The Contractor is not liable for delays caused by incorrect or incomplete Client information. Partial deliveries and invoices are permitted for multi-unit orders.

5. Payment

Invoices are payable within 14 days of receipt, without deductions. Non-compliance allows the Contractor to suspend work and withdraw from the contract. Interest is charged on arrears; if two instalments remain unpaid, immediate maturity takes effect. Clients may not withhold payment on account of incomplete delivery, warranty claims, or defects.

After payment, the Contractor grants a "non-exclusive, non-transferable, non-sub-licensable and indefinite right to use the software" for the specified hardware within the purchased license limits. The Contractor retains all other rights. Clients may make copies for archiving and data-security purposes if permitted and if copyright notices are preserved.

For third-party licensed software, usage rights follow the licensor's own terms.

7. Right of withdrawal

Clients may withdraw from orders by registered mail if the Contractor fails to meet agreed deadlines due to sole fault or illegal actions, and the Client is not at fault. Force majeure, labour conflicts, and circumstances beyond the Contractor's control release the Contractor from delivery obligations.

Order cancellation requires written Contractor consent. If approved, a "cancellation fee to the amount of 30% of the overall project order value not yet invoiced" applies in addition to services rendered and costs incurred.

8. Guarantee, maintenance, changes

The Contractor guarantees software fulfils its documented functions on stipulated operating systems. Error correction requires the Client to describe the error adequately, provide necessary documents, ensure no unauthorised software interference, and use the software as designated.

Rectification shall, in any case, prevail over price reduction or redhibitory action.

The Contractor implements corrections for organisational and technical defects free of charge until service transfer when attributable to the Contractor. Clients bear costs for assistance, diagnosis, corrections, and emergency maintenance attributable to Client actions or third-party modifications. Guarantee claims lapse after six months from transfer.

9. Liability

The Contractor is liable only for damage verifiably caused by gross negligence. Liability for bodily injury is unlimited. Liability for indirect damage — loss of profit, costs related to interruptions, data losses, claims of third parties — is expressly excluded.

Damage claims lapse one year from knowledge of the damage. For agreed data-backup services, restoration liability is limited to a maximum of 10% of the total order sum per incident, capped at €15,000.

10. Loyalty

Both parties commit to mutual loyalty and refrain from recruiting each other's employees working on order fulfilment for the contract term plus twelve months after termination. Violations require lump-sum indemnification of one annual salary.

11. Non-disclosure

The Contractor obligates employees to comply with Section 6 of the Austrian Data Protection Act.

12. Miscellaneous and final provisions

Invalid contract clauses do not affect the remaining terms' validity. Austrian law governs business-to-business transactions, even where performance occurs abroad. Local jurisdiction belongs exclusively to the court at the Contractor's place of business.

13. Mediation clause

Disputes unresolved by mutual agreement require engaging a "listed mediator (Austrian Civil Rights Mediation Law, ZivMediatG) specialised in business mediation". If mediation fails, legal measures may be initiated one month after negotiations conclude. Mediation costs may be claimed as pre-trial costs in subsequent litigation.