Special terms and conditions for the licence and service contract
The costs of the object of the licence contract include the following: The “untermStrich®” software modules as specified in the signed quote, the optional service contract, and the optional convenience package in addition to any training.
2 Content, services and costs of the service contract
2.1 Content, services
The optional service contract includes ongoing updates (software updates), the addition of new functions, any legal changes, upgrades x(improved configuration or version) and releases, and the clarification of technical questions through the support hotline.
Note: questions pertaining to training and comprehension are not included in the service contract!
The service contract runs for twelve months as of concluding the contract and is renewed for another twelve months unless it is cancelled by giving one month’s written notice before the end of the current term.
In the first year, the service contract amounts to 10% of the costs of the untermStrich software licence and module package ordered. Subsequently, the costs of the service contract are 10% of the currently valid licence and module prices according to the currently valid price list. If required, the current price lists can be sent along with the quote.
3 Content, services and costs of the convenience package
3.1 Content, service
The optional convenience package includes clarification of specific questions of comprehension about the untermStrich Software through the support hotline. It also includes participation in online webinars without any additional costs. (For details on dates, duration an content of the webinars, please refer to our website www.untermstrich.com). The licensee is entitled to priority ranking for training units. When attending the untermStrich Academy, the licensee is entitled to a special discount (-10%).
Note: training units are not included in the convenience package.
The convenience package runs for twelve months and is renewed for another twelve months unless cancelled by giving on month´s written notice by the end of the current term.
In the first year, the convenience package costs 5% of the costs of the untermStrich software licence and module package ordered or the pro rata amount of these costs from conclusion of the agreement to the next renewal date of the service contract. Subsequently, the convenience package costs 5% of the currently valid licence and module package as indicated in the currently valid price list. If required, the current price lists can be sent along with the quote.
4 Passing on to third parties
The licence holder is not permitted to pass on the product neither against payment nor free of charge. After payment has been made, the licence holder receives the right to use “untermStrich” software.
5 Terms of payment
Payment must be made immediately after invoicing without any rebate – ALL PRICES as defined on the price list are exclusive of the relevant valid VAT – all delivered goods shall remain our exclusive and uncontested property until the full amount has been paid. Interest will be charged at 14% per annum on any payment outstanding. In default of payment, the untermStrich software company ltd reserves the right to transfer any arrears to a debt collection agency.
6 Insolvency of licence holder
In case of the licence holder’s liquidation or insolvency, all outstanding payments shall become payable immediately.
General Business Conditions
1 Scope of contract and validity
All orders and agreements shall only be legally binding if the client has signed in writing according to company practice, and liability is limited to the scope specified in the confirmation of order. Any purchasing conditions imposed by the client are barred from this legal transaction and from the entire business connection. Quotes are generally subject to change.
2 Performance and check
2.1. The purpose of this order is: to purchase a licence for use of software products, purchase of operational licences, telephone consultation, program maintenance and other services.
2.2. All individually created software or program adaptations require a relevant program acceptance sign-off, which is to be carried out by the client four weeks at the latest from delivery. The client is obliged to make a record of certification. (Check for correctness and completeness according to the performance description accepted by the contractor regarding the available test data described in section
2.2.) Should the client allow four weeks to elapse without a program acceptance sign-off, all individually created software or program adaptations shall count as being accepted. Any software will definitely count as being accepted as soon as the client operates the software regularly. Should any faults occur, i.e. deviations from the agreed performance description, the client must record them sufficiently and advise the contractor who shall endeavour to rectify any deficiencies as soon as possible. Should there be any written complaints concerning serious defects, e.g. regular operations cannot be started or continued, a new acceptance sign-off will be required after repairs have been done.
2.3. If the client orders library (standard)-programs, he thus confirms acceptance of the scope of services of the ordered programs.
2.4. If, during business procedures, it should become evident that the terms of the performance description can neither be materially nor legally fulfilled, the contractor is obliged to report this to the client immediately. Should the client neither modify the performance description accordingly nor make any attempt to render operations possible, the contractor can then refuse to fulfil the contract. Should operations have been rendered impossible by the client or due to a later modification of the performance description made by the client, the contractor has the right to withdraw from the contract. The client is then liable to pay compensation to the contractor for all arisen expenses and fees as well as costs possibly caused by dismantling the installation.
2.5. Besides that, all installations, training and advising desired by the client will be charged additionally.
3 Prices, taxes and fees
3.1. The quoted prices are only valid in relation to the order in question. all quoted prices are valid as from the contractor’s business location or branch.
3.2. The prices of library (standard)-programs are those quoted on the price list per date of delivery. All other services (organisation consultation, programming, initial training, adaptation support, phone support etc.) are calculated according to the current expenditure rate for services rendered on that particular day. Any deviations from time expenditure according to the contract, for which the contractor is not responsible, shall be calculated separately according to the actual time expenditure.
3.3. Expenses for travel and daily allowances shall be charged to the client additionally and according to the relevant valid rates. Travel time counts as working hours.
4 Date of delivery
4.1. The contractor strives to meet the dates of completion as punctually as possible.
4.2. The contractor shall not be made responsible for any delivery delays or increased costs caused by incorrect, incomplete or later modifications of details and information or documents provided and the same shall therefore lead to no default on the part of the client. The client is to bear any additional expenses arising from the aforesaid circumstances.
4.3. In the event of multiple orders (units and programs), the contractor reserves the right to render partial deliveries and invoices.
5.1. The terms of payment agreed upon for the complete order shall also be valid for the payment of partial invoices.
5.2. The contractor has the right to invoice partially after delivery of each unit or performance when orders are made comprising several units (e.g. programs and/or training, partial realisation).
5.3. Meeting payment deadlines punctually is an essential condition for the delivery of goods and services and for fulfilment of contract by the contractor. Should payment deadlines not be met, the contractor has the right to cancel work and to withdraw from the contract. In that case, the client is liable for all arising expenses including the contractor’s loss of earnings. In default of payment, interest will be charged at the usual bank rate. In the event of default on two partial payments, the contractor has the right to enforce a lapse of due payment date and to demand immediate payment of acceptances.
5.4. The client is not entitled to withhold payments on grounds of an incomplete total delivery, warranty claims or complaints.
6 Copyright and use
6.1. The contractor and his/her licensors are entitled to all intellectual property rights related to the agreed services (programs, documentations, etc.). By paying the agreed price, the client receives the right to use the software solely for his/her own purposes and only to operate the hardware specified in the contract at the same number of workstations as licences acquired. By signing this contract, the client obtains an operating licence only. Distribution to third parties by the client is prohibited by Copyright Law. Should the client be involved in the production of software, he shall not acquire any additional rights of use for the software other than those defined in the contract. Any breach of the contractor’s copyrights will lead to a claim for damages; moreover, in the event, full amends will have to be made.
6.2. The client may create copies for archive and backup purposes on condition that it is not expressly prohibited by the licensor or any third parties and that all copyright and ownership references are transferred unmodified to those copies.
6.3. Any disclosure of interfaces required by the client for creation of interoperability of the software in question can be obtained from the contractor upon request and are subject to full remuneration. Should the contractor not satisfy these requirements and a decompilation according to copyright law becomes necessary, use of the results shall only be permitted for purposes of interoperability. Any breach of copyright will lead to claims for damages.
7 Right of withdrawal
7.1. The client has the right to withdraw from the contract in question via registered letter if the contractor exceeds an agreed delivery deadline on grounds of his/her own negligence or an unlawful act and when major parts of the agreed services were not performed within a reasonable additional respite for which the client was in no way responsible.
7.2. Vis major, labour conflicts, natural disasters, transport blockages and other unforeseen events that lie beyond the contractor’s sphere of influence shall release the contractor from his/her delivery obligation and permit him/her to determine a new delivery deadline.
7.3. Cancellation by the client is only possible when the contractor gives his/her written permission. Should the contractor accept the cancellation, he shall have the right to charge for the performed services and arisen costs as well as a cancellation fee amounting to 30% of the outstanding contract value of the whole project.
8 Guarantee, maintenance, modifications
8.1. A letter of complaint shall only be legally valid if it concerns reproducible faults that were registered in writing and brought to notice within four weeks after delivery of the agreed services or in the case of individual software after acceptance of the programme as defined in section 2.4. Should the letter of complaint be justifiable, the faults will be remedied within a reasonable period of time, providing the client renders all possible measures necessary for analysis and remedy of the faults.
8.2. The contractor takes responsibility for any necessary corrections and additions caused by organisational and technical deficiencies up to the due delivery date and shall perform these services free of charge.
8.3. Costs for support, false diagnosis and error and failure elimination resulting from client demands as well as other corrections, modifications and additions shall be carried out by the contractor at the client’s expense. Note: the first footer modification is free of charge; all further modifications are subject to charge!
8.4. Furthermore, the contractor shall not guarantee for any defects, failures or damage caused by improper operation, modified operating system components and interfaces and parameters, use of improper organisation systems and data carriers, providing those are requirements, abnormal operating conditions (especially deviations from installation and storage conditions) as well as transportation damage. In the event of any data loss whatsoever, the contractor reserves the right to charge accordingly for repairs and restoration services for the software specified in this contract. This applies in particular to any damage to the software defined in this contract caused by improper treatment on the part of the client. In any event, the client him/herself must ensure proper and adequate data backup.
8.5. No parts of the contractor’s guarantee whatsoever shall apply to any programs changed by the client’s software engineers or by third parties working on the client’s behalf.
8.6. Should any changes made to existing programs be an explicit part of the contract, then the guarantee shall also apply to these changes. However, the guarantee for the original program shall not thus regain validity.
The contractor is liable for damage within the bounds of statutory provisions, providing intent or gross negligence can be proven. Liability for slight negligence is excluded from this contract. The contractor shall not be liable for any damage due to improper treatment on the part of the client.
10 Data protection, secrecy
The contractor is obliged to make sure his/her employees abide by the regulations defined in §20 of the Data Protection Laws.
11 Final provisions
If no other provisions have been made, the legal provisions agreed upon between fully qualified merchants shall be valid according to Austrian Law; this also applies to any service contracts done abroad. In the event of any conflict, only the local court of the contractor’s business location shall have the subject matter jurisdiction. The aforementioned provisions regarding sales to consumers are only applicable in so far as Consumer Protection Laws do not expressly stipulate any other provisions.