General Terms & Conditions (GTC)

§ 1 Scope

These General Terms and Conditions (T&Cs) apply to all contracts, deliveries and other services provided by ITworx Solutions AT GmbH, Jodok-Stülz-Weg 17, 6850 Dornbirn, Austria (hereinafter "ITworx") to business customers within the meaning of § 1 UGB. Conflicting or deviating terms and conditions of the client shall not be recognised unless ITworx has expressly agreed to them in writing.

§ 2 Offers and Formation of Contract

Offers from ITworx are non-binding unless expressly stated otherwise. A contract is only formed upon written order confirmation by ITworx or by commencement of service delivery. Amendments require written form. Offers, quotations and other documents are subject to copyright and may not be passed on to third parties without ITworx's consent.

§ 3 Scope of Services

The scope of services arises from the written agreement (offer, contract, Service Level Agreement). ITworx provides IT services in accordance with the current state of the art. Changes to services require a written agreement. ITworx is entitled to subcontract partial services to suitable sub-contractors; responsibility towards the client remains with ITworx.

§ 4 Prices and Payment Terms

All prices are in euros (EUR), net, plus applicable VAT. Hourly rates, flat fees and other remuneration are set out in the respective offer or contract. Invoices are payable within 14 days of the invoice date without deduction unless otherwise agreed. In the event of late payment, default interest of 9.2% p.a. above the base rate and a reminder fee of € 40 per reminder will be charged.

§ 5 Client Obligations

The client must provide ITworx in a timely manner with all information, access and documents necessary for the provision of services and must ensure that authorised contact persons are available. Delays caused by insufficient cooperation on the part of the client shall not be attributed to ITworx.

§ 6 Warranty and Liability

ITworx provides services with the diligence of a prudent businessman. The warranty period is 12 months from the date of service delivery. ITworx's liability for slight negligence is excluded to the extent permitted by law. Liability for gross negligence is limited to the direct damage and capped at the net fee agreed for the respective order. Liability for lost profits, data loss and consequential damages is excluded to the extent legally permissible.

§ 7 Data Protection

Personal data is processed for the purpose of contract fulfilment. Further details are set out in the Privacy Policy at Privacy Policy. Where ITworx processes personal data of the client as part of the service delivery, ITworx acts as a data processor pursuant to Art. 28 GDPR; a separate data processing agreement (DPA) shall be concluded.

§ 8 Confidentiality

Both parties undertake to keep all confidential information obtained in the course of the cooperation secret and not to disclose it to third parties, even after termination of the contractual relationship.

§ 9 Copyright and Usage Rights

All works created by ITworx (software, scripts, documentation, concepts) are subject to copyright. Upon full payment of the agreed fee, the client receives a non-exclusive, non-transferable right of use for the agreed purpose.

§ 10 SaaS and Cloud Services

The following additional provisions apply to software-as-a-service (SaaS) and cloud services provided by ITworx (e.g. ITWX To-Dos, ITWX Signage):

• ITworx provides the agreed application via the internet and is responsible for operation, maintenance and security updates.
• Availability is at least 99.0% on an annual average, excluding scheduled maintenance windows. Maintenance work is carried out outside business hours where possible and announced in advance.
• The client receives a non-exclusive, non-transferable right of use for the term of the contract. Sub-licensing is not permitted.
• ITworx performs regular data backups. Recovery in the event of a fault is included in the service. Separate data backup by the client is nevertheless recommended.
• Upon contract termination, ITworx provides the client's data in a common format for export. After a transition period of 30 days, the data will be irrevocably deleted.
• ITworx may temporarily suspend the service in the event of a serious breach of the terms of use or payment default exceeding 30 days.

§ 11 Non-Solicitation

The contracting parties undertake not to solicit or encourage the solicitation of employees of the other party who are involved in the provision of services during the term of the contract and for a period of 12 months after termination. In the event of a breach, a contractual penalty equal to one gross annual salary of the solicited employee shall be payable.

§ 12 Term and Termination

Ongoing service agreements (e.g. managed service contracts) may be terminated with 3 months' notice to the end of the month unless another term has been agreed. The right to extraordinary termination for good cause remains unaffected.

§ 13 Final Provisions

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Place of jurisdiction is Dornbirn, Austria. Should any provision of these T&Cs be invalid, the remaining provisions shall remain unaffected.

As of: April 2026 – Subject to change.