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2.2. The conceptual planning, development and support of products
and services in the fields of new media, corporate
identity and print media shall be elaborated in
line with the type and scope of the information,
documents and accessory aids which have been made
available by the client. This includes textual
content, imagery, documents, files and calculation
data. The client guarantees to be the holder of
the rights of the content imagery, data, documents
and programs to be used or at least to hold the
respective rights of use. Furthermore the client
guarantees that all documents provided are undamaged
and virus-free.
2.2.1. Any textual content has to be properly
provided in electronic form to be further processed
by “copy and paste”. The seller accepts
the following document-types: doc (Microsoft Word),
rtf, txt or pdf (Adobe Acrobat)
2.2.2. Images have to be provided in adequate
size and quality in electronic form.
2.2.2.1. Images for new media projects have to
meet the following requirements: image quality
of at least 72dpi (dots per inch), minimum width
or height of 1000px, no deformation or unnatural
resizing, no lack of quality due to compression,
poor scanning, etc. Images have to be provided
in the following file-types: bmp, tif, jpg, gif.
2.2.2.2. Images for print-related projects have
to meet the following requirements: image quality
of at least 300dpi (dots per inch), minimum width
or height of 2400px, no deformation or unnatural
resizing, no lack of quality due to compression,
poor scanning, etc. Images have to be provided
in the following file-types:: ai, eps, tif, jpg
(high quality).
2.2.3. Further documents, files and programs for
new media projects have to be properly provided
in electronic form. The seller accepts the following
document-types: doc, xls, ppt, pps, txt, pdf,
zip, mp3, wmv, mpg, mov, avi, swf, fla. Executable
programs (exe) will be solely accepted in zipped
form.
2.2.4. Calculation data (for example to create
statistics, diagrams and tables) have to be properly
provided in electronic form. The seller solely
accepts documents of the following type: xls (Microsoft
Excel)
2.3. Should it prove in the course of the work
to be impossible, actually or legally, to complete
the order in line with the performance specifications,
it is the responsibility of the seller immediately
to inform the client thereof. If the client does
not change the performance specifications accordingly
or create the conditions to make completion of
the order possible, the seller can reject performance
of the order. If the impossibility of carrying
out the order is due to an omission on the part
of the client or to a later change by the client
in the performance specifications, the seller
is entitled to withdraw from the order. The client
is to reimburse the seller’s costs and fees
that have come due for the work as well as any
dismantling costs.
2.4. The shipment of program carriers, documentation,
and performance specifications shall be at the
expense and risk of the client. Should the client
wish further training and elucidation, these will
be billed separately. Insurance will be taken
out only at the request of the client.
3. Prices,
Taxes and Fees
3.1. All prices are in Euro and do not include
sales tax. They are valid only for the present
order based on the sellers proposal. The quoted
prices are ex business domicile or branch office
of the seller. The costs of program carriers (e.g.,
CD’s, magnetic tapes, magnetic disks, floppy
disks, streamer tapes, magnetic tape cassettes,
etc.), any licenses (for example imagery), hosting
services as well as any domain or contract fees
shall be billed separately – except as otherwise
agreed with the client.
3.2. The costs for travel, per diem, and overnight
accommodation costs shall be invoiced separately
to the client according to the valid respective
rates. Transit time is to be considered as work
time.
4. Delivery
Dates
4.1. The seller is to endeavor to keep as closely
as possible to the agreed dates for completion
of the order.
4.2. The targeted completion dates can only then
be met if 1) the client makes available to the
seller in full, on the dates established by the
seller, all the necessary preliminary work and
documents, especially the performance specifications
accepted by him in accordance with pt. 2.2. and
if 2) the client fulfils his obligation to cooperate
to the extent required. Delays in delivery and
cost increases that result from incorrect, incomplete,
or subsequently changed data and information or
supporting documentation provided to the seller,
are not the responsibility of the seller and cannot
result in the seller’s being in default
of delivery. Additional costs so arising are to
be borne by the client.
4.3. In the case of orders that encompass a number
of units or programs, the seller is entitled to
make partial deliveries and to submit partial
invoices.
5. Payment
5.1. The invoices submitted by the seller, inclusive
of sales tax, are payable at the latest 14 days
upon receipt of the invoice without any deductions
and free of charges. For partial invoices, the
terms of payment for the entire order obtain analogously.
5.2. Where orders encompass a number of units
(e.g., computer programs and/or training sessions,
completion in stages), the seller is entitled
to submit an invoice after the delivery of each
unit or service.
5.3 Payment on the agreed-upon dates is an essential
condition for delivery and for fulfilment of the
contract by the seller. Failure on the part of
the client to comply with the agreed payment schedule
entitles the seller to discontinue current work
and to withdraw from the contract. All costs connected
therewith as well as loss of profit are to be
borne by the client. In case of delayed payment,
interest on payment in arrears will be charged
at customary bank rates. In case two consecutive
instalments are not paid on time, the seller has
the right to enforce non-compliance and to call
accepted drafts.
5.4 The client is not entitled to withhold payment
because of incomplete total delivery, guarantee
or warranty claims, or complaints.
6. Copyright
and Use
6.1. The seller or his licensors are entitled
to all copyrights on the agreed services (design,
programming, coding, documentation, etc.). The
client obtains only the right to use the products
and services after payment of the agreed remuneration
strictly for his own purposes. Further distribution
of the product by the client is not permitted,
as per the copyright law. The client does not
by virtue of participating in the production of
the software acquire any rights beyond its use
as set forth in this contract. Any infringement
of the copyrights of the seller will result in
the right to claim damages, in which case the
seller is entitled to full satisfaction.
6.2. The client is permitted to make copies for
archival and data backup purposes only on condition
that the software does not contain an express
prohibition on the part of the licensor or a third
party and that all notices of copyright and ownership
are transferred unchanged into these copies.
7. Right
of Cancellation
7.1. Should the agreed-on date of a delivery be
exceeded due solely to the fault or the unlawful
conduct of the seller, the client is entitled
to cancel the contract in question by registered
letter if essential parts of the agreed service
are not performed within a reasonable grace period
and the client is in no way at fault.
7.2. Force majeure, work conflicts, natural catastrophes,
and transportation stoppages, as well as other
circumstances that cannot be influenced by the
seller relieve the seller of the obligation to
deliver or permit him to redetermine the agreed
delivery period.
7.3 Cancellation by the client is only possible
with the written agreement of the seller. If the
seller agrees to the cancellation, he is entitled
to charge not only for services rendered and accrued
costs, but also a cancellation fee that represents
30% of the value of the total order not yet settled.
8. Warranty,
Maintenance, Alterations
8.1. Notices of defects are valid only if they
concern defects that are reproducible and if they
are submitted within 4 weeks after delivery of
the agreed service and documented in writing.
In fulfilment of the warranty, rectification of
defects takes precedence over price reduction
or rescission of the order. If the notice of defects
is justified, the defects are to be remedied within
an appropriate period of time, and the client
is to make available to the seller all measures
required by the latter to investigate the problem
and remedy the defects. The presumption of defectiveness
in accordance with § 924 of the ABGB is ruled
out.
8.2. Revisions and additions, which, before the
agreed work is handed over, prove to be necessary
because of organizational deficiencies or technical
deficiencies in the program, and for which the
seller bears responsibility, are to be carried
out free of charge by the seller.
8.3. The costs for support provided, diagnosis
of errors, remedying defects and failures that
are the responsibility of the client, as well
as other corrections, revisions and additions
are to be carried out by the seller and the costs
charged to the client. This is also the case for
the remedying of errors when program revisions,
additions or other interventions have been carried
out by the client himself or by a third party.
8.4. Furthermore, the seller assumes no warranty
for defects, failures or damages that are due
to improper use, altered components in the operating
system, interfaces and parameters, the use of
inappropriate organizational resources and data
carriers, insofar as these are stipulated, unusual
operating conditions (particularly deviations
from the installation and storage provisions)
or damage during shipment.
8.5. For products and services that are subsequently
altered by designers or programmers of the client
or by third parties, any existing warranty of
the seller’s is no longer applicable.
8.6. Insofar as the subject of the order is the
revision or supplementation of existing projects
in the fields of new media, corporate identity
or print media, the warranty covers the revision
or supplementation. The warranty for the original
product or service does not thereby again come
into effect.
9. Liability
The seller is liable for damages insofar as intent
or gross negligence can be proven, within the
framework of statutory regulations. Liability
is excluded in case of slight negligence. Compensation
for consequential damages and financial loss,
not realized savings, loss of interest, and damages
arising from third-party claims against the seller
is in every case, to the extent legally permissible,
ruled out.
10. Loyalty
The parties to the contract obligate themselves
to reciprocal loyalty. They will not hire away
staff or employ, including by way of third parties,
staff of the other party to the contract who have
worked on the realization of the projects, during
the duration of the contract or for 12 months
after the end of the contract. A party to the
contract in violation of this clause is obliged
to pay lump-sum damages in the amount of one annual
salary of the employee.
11. Protection
of Data Privacy, Nondisclosure
The seller obligates his employees to observe
the provisions of §15 of the Data Privacy
Law.
12. Other
Should individual terms of this contract be or
become inoperative, this will not affect the remaining
terms of this contract. The parties to the contract
will work in a spirit of partnership to find an
arrangement that approximates as nearly as possible
the inoperative terms. Variations of these general
terms and conditions are solely possible either
based upon the proposal originally submitted to
client or further agreements in written signed
by both the client and the seller.
13. Concluding
Terms
Insofar as not otherwise agreed, the statutory
regulations applicable to registered merchants
are exclusively those in force under Austrian
law. This is the case also when the order is carried
out outside of Austria. In case of conflict, it
is agreed that only the responsible local court
in the seller’s place of business has jurisdiction.
For sales to consumers within the meaning of the
consumer protection law, the above terms are valid
only insofar as the consumer protection law does
not insist on other conditions.
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