General business and project terms & conditions (T&C) 2.0

This English text is a convenience translation. The legally binding version is the German AGB; in case of discrepancies, the German version prevails.

1. Scope

These general business and project terms & conditions ("T&C") apply to all services of Systempilot towards the client.

These T&C apply exclusively towards entrepreneurs within the meaning of the Austrian Business Code (UGB).

Deviating terms of the client do not apply unless expressly agreed in writing.

Offers from Systempilot are subject to change and non-binding, unless expressly designated as binding.

2. Scope of services

The scope of services results exclusively from the respective project agreement.

Services beyond this must be expressly agreed and may be invoiced separately.

3. Nature of the services

The services of Systempilot are provided as services (obligation of means).

A specific economic success, in particular with regard to revenue, inventory reduction, supply capability or other business metrics, is not owed.

4. Project handling

Systempilot provides the services on the basis of an iterative approach.

Adjustments, fine-tuning and optimisations during the project are usual and do not constitute a defect.

5. Changes and additional services

Changes to the agreed scope of services require coordination between the parties.

Systempilot is entitled to invoice the resulting additional effort separately.

6. Client's duties to cooperate

The client is obliged to provide all acts of cooperation required to carry out the project in good time, in particular:

Delays or additional effort due to insufficient cooperation are at the client's expense.

• Provision of complete and correct data
• Naming of competent contact persons
• Timely feedback and decisions
• Ensuring the availability of necessary internal and external contacts (e.g. ERP partner)

7. Dates and deadlines

Stated dates and schedules are non-binding guide values, unless expressly agreed as binding.

Delays due to:

lead to a corresponding adjustment of the project duration.

• lack of cooperation by the client
• data problems
• restrictions of third-party systems

8. Acceptance

Insofar as acceptance is provided for, the service is deemed accepted when:

• the client expressly confirms the service, or
• the service is used productively, or
• no material defect is reported within 7 days

9. Project interruption

Interruptions of the project by the client of more than 14 days entitle Systempilot:

• to adjust the project plan
• to re-prioritise resources
• to invoice restart effort separately

10. Communication

Project communication takes place via the agreed channels.

Informal coordination or oral assurances apply only if confirmed in writing.

11. Documentation

Systempilot provides project-related documentation to the usual extent.

There is no claim to documentation beyond this.

12. Data quality and third-party systems

Systempilot is not responsible for:

Systempilot uses third-party software solutions and services in the provision of services. Systempilot assumes no responsibility for their availability, functionality and further development.

• faulty, incomplete or belatedly provided data
• restrictions or malfunctions of third-party systems (in particular ERP systems or interfaces, unless a separate agreement exists)
• resulting delays or misinterpretations

13. Remuneration and payment terms

Billing takes place on the basis of the respective agreed remuneration models.

For billing based on effort, communicated effort estimates are deemed approved by the client unless an express agreement to the contrary is made.

Invoices are due for payment within 14 days without deduction.

Systempilot is entitled to transmit invoices exclusively in electronic form.

Objections to invoices must be raised in writing within 7 days of receipt of the invoice. After that, invoices are deemed approved. Objections due to obvious errors can be asserted within 60 days.

In the event of default of payment, statutory default interest applies, plus a flat amount of €40 per violation pursuant to § 458 UGB.

Systempilot is entitled, in the event of default of payment, to suspend services or to continue them only against advance payment.

Systempilot is entitled to request an appropriate down payment before the project starts.

The client is not entitled to withhold payments on the basis of alleged defects.

14. Project start and delay

If the project does not start within 3 months of the commission for reasons within the client's sphere of influence, Systempilot is entitled to invoice an appropriate partial remuneration.

15. Travel costs

Travel costs are reimbursed by the client, provided they are necessary for the provision of services and were agreed in advance.

Reimbursed are in particular:

Travel times are invoiced at 50% of the agreed hourly rate.

• Rail travel 1st class
• Flights (economy class)
• Mid-range rental cars or mileage of €0.50 per kilometre
• Accommodation costs up to a 4-star hotel
• Taxi rides in connection with the trip
• Meal expenses up to €50 per person and day
• Legally required travel requirements

16. Liability

Systempilot is liable for damages according to the statutory provisions, unless otherwise regulated below.

In the case of slight negligence, Systempilot is liable only in the event of a breach of essential contractual obligations and limited to the typically foreseeable damage per case of damage.

Liability is limited in amount to the total remuneration paid within the scope of the respective project, but at most the remuneration paid in the last 12 months before the occurrence of the damage.

Systempilot is not liable for indirect damage, consequential damage or lost profit, in particular not for loss of revenue, production losses, lost contribution margins or other economic consequential effects.

Systempilot is not liable for damage attributable to or connected with faulty or incomplete data of the client or with restrictions or malfunctions of third-party systems.

Systempilot is not liable for the suitability of the software used for the client's purposes.

Systempilot is not liable for decisions of the client made on the basis of analyses, recommendations or system configurations.

Responsibility for operational use and the resulting business decisions lies exclusively with the client.

The limitations of liability do not apply to damage arising from injury to life, body or health.

Claims for damages lapse within six months of knowledge of the damage and the party causing it, but in any case after three years from the event causing the damage.

17. Warranty

The statutory provisions for services apply.

There is no warranty for:

or other economic or operational expectations.

• economic results
• forecast accuracy
• data quality

18. Confidentiality

Both parties undertake to treat all confidential information obtained within the scope of the collaboration strictly confidentially and to use it exclusively for the purposes of performing the contract.

Confidential in particular are business, technical and economic information, regardless of whether it is expressly marked as confidential.

The parties are entitled to pass on confidential information to employees, affiliated companies and third parties used for the provision of services, provided they are committed to confidentiality and need the information to perform the contract.

The confidentiality obligation does not apply to information that:

In the event of a legally required disclosure, the affected party will, as far as legally permissible, inform the other party in advance.

This obligation also applies beyond the termination of the contractual relationship.

• is or becomes publicly known,
• was already lawfully known to the receiving party,
• was lawfully obtained from third parties without an obligation of secrecy, or
• must be disclosed due to a statutory obligation.

19. Use of third parties

Systempilot is entitled to use qualified third parties for the provision of services.

20. Reference naming

Systempilot is entitled to refer to the existing or former business relationship with the client for reference purposes. This includes in particular naming the company name and using the client's company logo on the website, in presentations and in other marketing materials of Systempilot. The client can object to this use at any time in writing with effect for the future. Materials already created and published may continue to be used.

21. Contract duration and termination

The contractual relationship ends with the completion of the respective project.

The right to extraordinary termination for an important reason remains unaffected.

22. Rights of use

All concepts, methods, models and approaches developed by Systempilot remain the property of Systempilot.

The client receives a simple, non-transferable right of use within the scope of the contract purpose.

23. Force majeure

Events of force majeure that materially impede or make impossible the provision of services do not constitute a breach of contract for the duration and to the extent of their effects.

24. Final provisions

Amendments and additions to these T&C require written form.

Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected.

Austrian law applies.

The place of jurisdiction is the materially competent court at the registered office of Systempilot.

Version 1.0 of these T&C dated 01.10.2019 can be found at the following link.