Effective: 01 January 2025
1.1. These General Terms and Conditions ("GTC") of UNID Solutions GmbH (hereinafter: "UNID" or "Contractor") apply to all deliveries and services of all components of a contract between UNID and the client (hereinafter: "Client"), including hardware, software in the form of purchase, rental or leasing, and IT work/services such as implementation, IT consulting and conception, maintenance or training provided to the Client (hereinafter: "Services"). They also apply to future business, even if not expressly referenced.
1.2. By concluding the contract, the Client accepts the GTC in full. Conflicting, deviating or supplementary GTC of the Client shall only become part of the contract if and to the extent that UNID expressly confirms this in writing. These GTC apply to all current and future contractual relationships between UNID and Client until UNID notifies the Client of amended GTC. Unless the Client objects to the amended GTC in writing and with reasons within four (4) weeks of notification, the amended GTC shall be deemed accepted.
1.3. These GTC apply exclusively to contracts between entrepreneurs within the meaning of § 1 of the Austrian Consumer Protection Act (KSchG) and are not directed at consumers.
Offers from UNID are, unless expressly agreed otherwise, non-binding and without obligation. A contract is not concluded with the Client's order, but only with written acceptance of the order ("order confirmation") or by delivery of the goods or by actual performance of services by UNID. The Client confirms that only persons authorised by the Client may act vis-à-vis UNID and make and receive binding declarations (such as orders). UNID is entitled at any time to request additional documents and deeds from the Client to verify identity or signatory authority. UNID is also entitled to check the Client's creditworthiness.
2.1. Should the Client's order deviate from the offer made by UNID, the deviations shall only become part of the contract if confirmed in writing by UNID.
2.2. Commitments by employees — in particular those regarding program functions, properties and deadlines — that do not arise from the order confirmation or UNID's offer are only binding on UNID if confirmed in writing by the management. Likewise, illustrations, drawings and technical data in offers, brochures or other information material provided to the Client represent only approximate values, unless specific properties are expressly guaranteed in writing. Oral commitments shall in no case become part of the contract.
2.3. Unless otherwise agreed, drafts, sketches, samples and the like prepared at the Client's request shall be compensated at a reasonable cost, even if the contract between UNID and the Client is not concluded.
3.1. The exact scope of the services to be provided by UNID is determined by the offer or order confirmation. Where necessary, details of the subject matter of the contract shall be recorded in a separate service specification, which becomes part of the contract.
3.2. Unless UNID and the Client agree otherwise, the Client confirms that they have satisfied themselves of the suitability and compatibility of the components to be supplied by UNID and that these are sufficient to cover their needs in the existing hardware and software configuration.
3.3. Performance of services takes place during UNID's normal business hours and with the highest possible care, reliability and availability. UNID provides the contractual services in an industry-standard manner and in accordance with the state of the art. Nevertheless, UNID can neither guarantee nor warrant nor be liable for uninterrupted or error-free use of a service or materials, nor that UNID will correct all errors.
3.4. Where consulting services are provided by UNID to the Client, these are based on specific industry experience, the latest knowledge and information available to UNID. The subject matter of the contract is the agreed consulting service and not a specific result. UNID assumes no responsibility for the implementation of recommendations.
3.5. UNID is entitled to freely determine whether, which and how many employees, subcontractors or sub-suppliers are used to provide services.
3.6. Unless otherwise agreed, UNID is not required to provide a project manual, other documents or documentation as part of the services, nor to conduct training. Such services must be commissioned separately and compensated at the applicable rates.
3.7. Hardware is delivered, unless contractually agreed otherwise, in the version and with the properties it has due to its serial production by the manufacturer at the time of order.
3.8. All products from UNID may contain a manufacturer reference.
3.9. UNID may carry out necessary maintenance and troubleshooting of loaned equipment during a reasonable time window and will inform the Client in advance of planned maintenance where it significantly affects availability.
3.10. Where UNID performs software installation, the Client is responsible for the necessary acquisition of licences and shall hold UNID harmless in this regard.
3.11. By ordering licensed third-party software, the Client confirms knowledge of the scope of the respective software licence terms and compliance therewith.
4.1. The Client shall cooperate appropriately, in a timely manner and free of charge in the performance of services by UNID. The Client is obligated to fulfil the cooperation, disclosure and contribution obligations specified in the contract or the respective service specification.
4.2. In the case of consulting services, UNID must be comprehensively informed of previously conducted and/or ongoing consultations, insofar as these are relevant to contract fulfilment.
4.3. Where UNID provides services on-site at the Client's premises, the Client shall support UNID to the required extent by providing employees, access to systems, computing time, hardware and software, telecommunications equipment and other technical aids, as well as participation in specifications, tests, acceptances, etc.
4.4. The Client shall take reasonable precautions (e.g. through regular data backups according to the state of the art) in case the IT components do not work properly in whole or in part.
4.5. Where passwords are provided to the Client for the use of UNID's services, the Client is obligated to treat these confidentially and to prevent access by unauthorised persons. UNID shall not be liable for damages arising from improper use of such passwords.
4.6. It is the Client's responsibility to ensure, at their own expense, a sufficiently performant and stable network connection, insofar as this is required for the provision of services by UNID.
4.7. It is the Client's responsibility to obtain any official or other permits and conditions required for the performance of services by UNID (e.g. export regulations) before the commencement of services and to hold UNID harmless in this regard.
4.8. The Client shall ensure that their employees and third parties attributable to them treat the facilities and equipment used by UNID as well as any assets provided to the Client with care; the Client shall be liable to UNID for any damage to these facilities and equipment caused by culpable conduct of the Client or their employees or attributable third parties.
4.9. If the Client fails to fulfil their cooperation obligations on the agreed dates or to the agreed extent, the services provided by UNID shall nevertheless be deemed to have been provided in conformity with the contract despite possible limitations, and UNID shall be entitled to the contractually owed remuneration. Schedules for services to be provided by UNID shall be adjusted accordingly. The Client shall separately compensate UNID for any additional costs and/or expenses incurred at UNID's then-applicable rates.
4.10. The Client grants revocable consent for their name to be included in UNID's customer reference list and used in the course of normal business activities. Any further public use requires the Client's prior written consent.
5.1. UNID shall receive from the Client remuneration for the services to be provided in accordance with the agreement between the Client and UNID. Unless a separate agreement has been made, UNID's then-current price lists shall apply.
5.2. Unless otherwise agreed, accessories, additional materials, additional services (such as training, updates, upgrades) or other services beyond the scope of services (e.g. services outside normal business hours) shall be charged according to actual personnel and material expenditure at UNID's then-applicable rates plus any surcharges. This also applies to travel, transport, packaging and other incidental costs incurred in the performance of services.
5.3. Where costs for data lines are incurred in the provision of services, UNID is entitled to charge these separately at the rates of the respective provider.
5.4. All amounts are net plus value added tax at the respective statutory rate. The invoice amount is payable without deduction to the account specified in the invoice. Unless otherwise agreed, prices are quoted in EUR.
5.5. UNID is entitled at any time to make the provision of services conditional on the payment of reasonable advance payments or the provision of other reasonable security by the Client.
5.6. UNID is entitled to pass on price increases arising after conclusion of the contract due to increases in wage and material costs or other costs, with prior written notice and at the earliest from the beginning of the month following the increase, provided the price increase was not foreseeable for UNID and the services have not yet been fully provided. The Client is entitled to withdraw from the contract if the price increase exceeds 15% and notifies UNID in writing within two weeks of receiving notification.
5.7. The prices offered by UNID do not include any statutory advertising tax, where applicable. These costs shall be borne by the Client.
6.1. Unless expressly agreed in writing as binding, delivery periods and dates are non-binding and are always understood as the estimated time of provision and handover to the customer. Performance of services is subject to correct and timely self-delivery by upstream suppliers or manufacturers.
6.2. For orders comprising multiple components or services, UNID is entitled to make partial deliveries or services and to issue partial invoices.
6.3. If UNID is in default with services, the Client may set UNID a reasonable extension period in writing for the provision of the service. After fruitless expiry of this extension period, the Client is entitled to withdraw from the contract insofar as the service has not been provided by then.
6.4. Unless otherwise agreed in writing, invoices are due for payment without deduction fourteen (14) days after the invoice date. From the fifteenth (15th) day after the invoice date, default of payment occurs without the need for a reminder from UNID. In case of default of payment, the Client shall pay a flat-rate amount of EUR 40.00 as minimum compensation for out-of-court collection costs as well as default interest at the statutory rate above the respective base interest rate.
6.5. In case of default of payment, UNID reserves the right to suspend service provision until all due payment obligations have been fully satisfied by the Client.
6.6. If facts become known to UNID that give rise to justified doubts about the Client's solvency, or if the Client is in default with a (partial) payment, UNID is entitled to make open but not yet due invoice amounts immediately due.
6.7. Where payment of outstanding amounts is made, UNID is entitled to determine a new delivery period at its reasonable discretion.
6.8. Where obligations cannot be fulfilled in a timely or proper manner due to a temporary and unforeseeable impediment to performance not attributable to UNID, in particular in cases of force majeure such as war, terrorism, natural disasters, fire, strikes, lockouts, power supply failures, transport or telecommunications network failures, UNID shall be released from its performance obligations for the duration of the impediment. If the force majeure event lasts longer than three (3) months, both parties are entitled to terminate the contract with immediate effect by written notice, without any claims for damages arising therefrom.
6.9. The place of performance for delivery, service provision and payment is, unless otherwise agreed in writing, the registered office of UNID.
6.10. Disposal of packaging material shall be carried out by the Client at their expense.
6.11. Transport packaging supplied (e.g. transport crates) remains, unless expressly agreed otherwise, the property of UNID.
6.12. Unless otherwise contractually agreed, any costs and fees for the installation of loaned equipment or other delivered hardware shall be borne by the Client.
6.13. Damage, theft and damage caused by weather conditions as well as force majeure and vandalism by third parties to loaned equipment or other hardware provided by UNID shall release UNID from any liability, unless the damage is attributable to gross negligence or intent on the part of UNID.
7.1. If the Client is in default of acceptance or culpably breaches other cooperation obligations, UNID is entitled to demand compensation for the resulting damage, including any additional expenses. Upon default of acceptance, the risk of accidental loss and accidental deterioration of the goods passes to the Client. UNID is also entitled, after setting a reasonable extension period, to withdraw from the contract and to dispose of the goods otherwise. UNID is entitled to charge storage costs at the customary rates for the duration of the default of acceptance.
8.1. Unless otherwise agreed in writing, the minimum contract term is twelve (12) months.
8.2. If the Client does not wish to extend the contract, UNID must be notified in writing three (3) months before the end of the respective contract term. Otherwise, the contract shall be automatically extended for a further twelve (12) months. After expiry of the minimum contract term, the contract may be terminated in writing with three (3) months' notice to the end of a calendar quarter.
8.3. The right to termination without notice for good cause remains unaffected for both parties. Good cause for UNID exists in particular if: (a) the Client is in default with payment obligations and fails to meet obligations despite written reminder and reasonable extension; (b) insolvency proceedings are applied for or opened against the Client's assets; (c) the Client breaches material provisions of these GTC or the contract and fails to remedy the breach within a reasonable period despite written request; (d) the Client's financial circumstances deteriorate significantly, thereby jeopardising the fulfilment of their obligations to UNID.
9.1. All rights, in particular copyrights, trademark rights, patent rights and other protective rights to offers, concepts, documents, technical illustrations, work results, software (source code and object code) and the like provided or developed by UNID employees pursuant to the contract remain the exclusive intellectual property of UNID or its authors. The Client does not acquire any rights therein, in particular no exploitation rights, unless expressly agreed otherwise in writing.
9.2. In the case of delivered standard software, the Client receives, upon full payment of the agreed remuneration, the non-exclusive and non-transferable right to use the software in accordance with the contractual specifications for the contractual purpose within the scope of the licences acquired. The Client's rights to the software are limited to the usage rights pursuant to §§ 40d, 40e of the Austrian Copyright Act (UrhG). Any further use, in particular reproduction, distribution, modification or public reproduction, is prohibited without the express written consent of UNID.
9.3. The Client shall hold UNID harmless with respect to all claims by third parties arising from the infringement of intellectual property rights of third parties or from unauthorised or otherwise licence-violating use of the delivered software by the Client.
9.4. The logo, product and company names of UNID are protected by copyright and trademark law and may not be used by the Client without prior written consent from UNID.
9.5. UNID provides the ordered loaned equipment for the agreed contract term. Ownership of the loaned equipment remains exclusively with UNID. The Client must treat the loaned equipment with care and may not modify, pass on to third parties or pledge it without prior written consent from UNID.
10.1. The Client is not entitled to withhold payments on the basis of alleged defects or counterclaims, unless the counterclaims have been acknowledged by UNID in writing or established by court.
10.2. The Client is only entitled to set off against UNID's claims with their own claims if the Client's claim has been acknowledged by UNID in writing or established by final court judgment.
10.3. UNID shall be liable for damages to the Client, except for personal injury, only in cases of proven intent or gross negligence by UNID, its legal representatives or vicarious agents. UNID's liability per damage event is limited to the contract value of the damage-causing service, but in total not exceeding EUR 50,000.00. The limitation period for damage claims is six (6) months from knowledge of the damage and the damaging party, but in any case one (1) year after the occurrence of the damaging event. These liability limitations do not apply to damages based on injury to life, body or health.
10.4. For the loss of data and programs and their recovery, UNID is only liable if the Client has properly fulfilled their data backup obligations and the data loss is attributable to proven culpable conduct by UNID. In this case, liability is limited to the typical recovery effort that would have arisen with proper data backup.
10.5. Where a contractual penalty (penalty) to be paid by UNID has been agreed, this is subject to judicial moderation. A claim for damages exceeding the contractual penalty is excluded unless the damage is based on intent or gross negligence by UNID.
10.6. Where goods of any kind are left with UNID by the Client for storage, UNID shall not be liable for any damage to such goods unless the damage is attributable to gross negligence or intent on the part of UNID. The Client bears the sole risk for storage.
11.1. Both contracting parties undertake to treat all information, data and documents — in particular business and trade secrets of the other party — that become known to them in the course of contract initiation and fulfilment as strictly confidential and not to make them accessible to third parties. This also applies after termination of the contract. Employees and engaged third parties must be obligated accordingly.
11.2. The confidentiality obligation under clause 11.1 does not apply insofar as the information was demonstrably: (i) publicly known or generally accessible at the time of receipt; (ii) became publicly known after receipt without fault of the receiving party; (iii) already known to the receiving party or disclosed by an authorised third party without confidentiality obligations; (iv) must be disclosed due to mandatory legal provisions or official or court orders.
11.3. UNID undertakes to process personal data entrusted by the Client only within the scope of the Client's instructions and in accordance with applicable data protection regulations. UNID will take appropriate technical and organisational measures to ensure data security. The Client is responsible for the lawfulness of the processing of data transmitted to UNID.
11.4. UNID is entitled to process and store data provided by the Client in the course of the contractual relationship, such as contact data, payment and billing data, product data, contractual conditions and correspondence for the processing of the contractual services. Furthermore, data required for the fulfilment of the contract may be passed on to subcontractors legitimately engaged by UNID, provided these ensure equivalent data protection standards.
11.5. UNID ensures that the confidentiality and security of data provided by the Client is maintained through appropriate personnel, organisational and technical measures in accordance with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG).
12.1. Any disposition of rights or obligations under the contract requires the prior written consent of the other contracting party. However, UNID is entitled to transfer the contract or individual rights and obligations therefrom to an affiliated company within the meaning of the Austrian Commercial Code (UGB) without the Client's consent.
12.2. Should individual provisions of these GTC or the concluded contract be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the economic purpose of the invalid or unenforceable provision.
12.3. For the resolution of all disputes arising from or in connection with this contract — including those concerning its conclusion, validity, interpretation or termination — the exclusive jurisdiction of the competent court in Vienna, Austria, is agreed. This contract and all related legal relationships are subject exclusively to the substantive law of the Republic of Austria, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
12.4. Amendments or supplements to this contract require written form to be valid. This also applies to the amendment of this written form requirement. Oral side agreements do not exist.
12.5. UNID's normal business hours are, unless otherwise stated: Monday to Thursday from 08:00 to 17:00 and Friday from 08:00 to 14:00.
Complete version of the General Terms and Conditions of UNID Solutions GmbH, effective 01 January 2025. For the legally binding version, please contact office@unid-solutions.com.