1. Scope of Application
These General Terms and Conditions apply to all contracts between BALT Business Automation Lifecycle Technologies e.U. (hereinafter the "Contractor") and customers for software development, IT consulting, and related services. These terms are deemed accepted upon first use of the services. Conflicting or deviating terms of business or purchase from the customer are not recognized unless their applicability is expressly agreed in writing. Deviations from these T&Cs are valid only if confirmed in writing.
2. Contract Conclusion
The Contractor's offers are non-binding. A contract is concluded by written order confirmation, submission of a signed order/offer, or commencement of performance. The Contractor reserves the right to accept an order. The start date is the day the services are provided in a usable form unless otherwise agreed. Dates and deadlines for commencement are binding only if confirmed in writing and the customer has timely fulfilled all preconditions within their control.
3. Scope of Services
The scope of services is defined in the service description in the respective offer or order. Changes and additions require written form. Additional effort resulting from incomplete or incorrect information provided by the customer is borne by the customer. An order may in particular include:
- Preparation of organizational and architecture concepts
- Global and detailed analyses
- Development of custom software / program adaptations
- Delivery of library/standard programs
- Acquisition of usage rights and licenses to use works
- Assistance with commissioning (implementation support)
- Telephone consulting and remote support
- Program and installation maintenance, operational support
- Interface development, creation of data carriers
- Other services as agreed
Individual concepts/software are prepared based on complete, binding information, documents, tools, and realistic test data and environments provided by the customer. If live operation is carried out on a test system, safeguarding of real data is the customer's responsibility.
The basis for custom software is a written specification prepared (for a fee) by the Contractor or provided by the customer. The customer must review and approve it in writing. Subsequent changes may require separate agreements on deadlines and prices.
Custom software/adaptations require acceptance per program package within four weeks of delivery. Acceptance is recorded; if the period expires or live operation starts, the service is deemed accepted. Defects (deviations from the specification) must be reported in writing with sufficient documentation; the Contractor will remedy them within a reasonable time. Refusal of acceptance due to minor defects is not permitted.
If execution as specified proves factually or legally impossible, the Contractor will notify the customer without delay. If preconditions are not adapted, the Contractor may refuse performance or withdraw; costs/expenses incurred to that point, including any dismantling costs, must be reimbursed. Shipment of data carriers/documentation is at the customer's cost and risk; requested training/explanations are billed separately; insurance only upon request.
4. Prices, Taxes, and Fees
All prices are in EUR, exclusive of VAT, and apply solely to the respective order ex the Contractor's business seat. Costs for data carriers and any contract fees are charged separately. For standard programs, the list prices valid on the delivery date apply. Services are billed on a time-and-materials basis at the rates valid on the day of performance; additional effort not attributable to the Contractor is billed according to actual effort. Travel, daily, and accommodation expenses are charged separately at applicable rates; travel time counts as working time.
5. Delivery Date
The Contractor endeavors to meet agreed completion dates. This requires that the customer provides all necessary work/documents in due time (in particular the approved specification) and fulfills their cooperation obligations. Delays or cost increases due to incorrect, incomplete, or subsequently modified information/documents provided by the customer are not the Contractor's responsibility; any resulting additional costs are borne by the customer. Partial deliveries and partial invoices are permitted.
6. Payment
Invoices issued by the Contractor are due immediately upon receipt without deductions and free of charges. The same terms apply to partial invoices. For multi-part orders, the Contractor may invoice upon delivery of each unit/service. Compliance with payment dates is a material condition for delivery/fulfillment; in case of default, the Contractor may stop work and withdraw from the contract. All associated costs and loss of profit are borne by the customer. Statutory default interest at customary bank rates will be charged. If two installments in a payment plan are missed, the Contractor may declare all outstanding amounts due immediately. The customer has no right to withhold payments due to alleged defects or incomplete total delivery.
7. Copyright and Usage
All copyrights in deliverables (programs, documentation, etc.) remain with the Contractor or its licensors. After full payment, the customer receives a non-exclusive right of use for its own purposes, solely for the hardware specified in the contract and up to the number of acquired licenses. Only a license to use the work is granted; redistribution is excluded. The customer's participation in development does not create rights beyond the agreed usage rights. Copies for archiving/backup are permitted provided there is no express prohibition and all copyright/ownership notices are retained. For third-party software (e.g., Microsoft), the licensor's terms apply.
8. Right of Withdrawal
If an agreed delivery time is exceeded solely due to the Contractor's fault or unlawful conduct, the customer may withdraw from the affected order by registered letter if, even within a reasonable grace period, the essential parts of the service are not rendered and the customer is not at fault. Force majeure, labor disputes, natural disasters, transport restrictions, and other circumstances beyond the Contractor's control entitle the Contractor to adjust delivery deadlines or release the Contractor from delivery obligations. Cancellations by the customer require written consent; if granted, the Contractor may charge, in addition to services/costs incurred, a cancellation fee of 30% of the unbilled contract value.
9. Confidentiality and Data Protection
Both parties shall treat as confidential all business and trade secrets that become known in the course of cooperation. The Contractor undertakes to comply with applicable data protection regulations, in particular the GDPR, and binds its employees accordingly.
10. Warranty, Maintenance, Modifications
Notices of defects are valid only for reproducible defects and must be submitted in writing with documentation. If justified, defects will be remedied within a reasonable period; the customer shall enable all measures necessary for inspection and correction. Corrections/additions required up to handover due to organizational or programming errors attributable to the Contractor are performed free of charge. Services necessitated by causes attributable to the customer (assistance, misdiagnosis, fault rectification, etc.) as well as other changes/additions are chargeable; the same applies if the customer/third parties intervene in the program. No warranty is assumed for damage resulting from improper operation, changed system components/parameters, unsuitable organizational means/data carriers, abnormal operating conditions, or transport damage. If the program is later modified by the customer/third parties, the warranty lapses. If the order concerns a change/addition to existing programs, the warranty is limited to that change/addition.
11. Liability
The Contractor is liable for damages proven by the customer only in cases of gross negligence; this applies mutatis mutandis to engaged third parties. In the case of culpably caused personal injury, the Contractor is liable without limitation. Liability for indirect damages (e.g., lost profits, business interruption costs, data losses, third-party claims) is excluded. Claims for damages are time-barred in accordance with statutory provisions, but no later than one year after knowledge of the damage and the liable party. If the Contractor performs services with third parties and related warranty/liability claims arise against them, the Contractor assigns such claims to the customer as a priority.
12. Final Provisions
Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods. Place of jurisdiction is Vienna. Should individual provisions be invalid, the validity of the remaining provisions shall not be affected. Changes and additions require written form.
Status of these Terms and Conditions: October 2025