Terms and Conditions

General terms and conditions of the company

Zweieck Zoder&Tschavoll EDV Dienstleistungs-OEG,
Karl Löwe Gasse 25, 1120 Wien
Telefon & Fax: ++43 (0)1 817 44 16

These terms and conditions apply to all products and services provided by Zweieck. In addition to the general terms and conditions, specific conditions apply to the individual products. Please view these additional conditions in the respective appendices below.

1. Purchase of products and services

1.1 Offers
We are bound to our offers for 14 days after the date of issue.
Plans, drafts, cost estimates and other documents such as advertising folders, catalogues, samples, presentations or similar remain our intellectual property. Every use of this property, especially the dissemination, duplication, publication and the provision for use including copying, even if it is only in extracts, requires our explicit consent.
Every document mentioned above may be reclaimed by us at any time and is to be sent back immediately without the need of a request if the contract is not closed. Our contractual partner commits him- or herself to the nondisclosure of knowledge obtained through the business connection to third parties. All prices are quoted in EUR exclusive the respective value-added tax specified by law. Errors and omissions excepted. Prices are subject to change.

1.2 Contract conclusion
The contractual partner needs to accept the offer in written form in order for the contract conclusion to be effective. The offer acceptance may be conveyed by post or fax to the contact details specified at the beginning of these terms and conditions.

1.3 Prices
In the absence of other agreements, we are entitled to charge for our supplied services according to the actual extent of these services and the effort involved. The bills are to be settled within 14 days from the date of reception. EUR 70,- excl. VAT and travel expenses will be charged for each working hour including travel time. Parts of an hour are billed as a full working hour, including travel time. We have the explicit right to charge in parts if the services were provided in parts.

1.4 Delivery and delivery time
The products remain our property until the full payment is made. The cancellation of the contract with regard to the assertion of retention of title is only possible if it is declared explicitly. The contractual partner has to accept minor exceeding of the period of delivery without a right to compensation or cancellation.
Factually justified and appropriate changes of our services are to be tolerated by the contractual partner.

1.5 Delay of payment
The purchase price is to be paid without any deductions or charges within 14 days from the date of bill reception. We have the right to charge a default interest of 8 % above the base rate annually, even if the delay of payment occurs through no fault on the part of the contractual partner. This does not affect the right to a refund of verified higher interests. The contractual partner is obligated to refund reminder fees and expenses of collection in the case of a delay, even if this delay occurred through no fault on the part of the contractual partner, if these fees and expenses are required for the adequate assertion of our legal rights and appropriate with regard to the demand. Specially, the contractual partner is obligated to refund costs arising in the case of the involvement of a debt collection agency, if these costs do not exceed the maximum rates of the compensation due to debt collection agencies as decreed by the BMWA (Bundesministerium für Wirtschaft und Arbeit – Federal Ministry of Economics and Labour of the Republic of Austria).

1.6 Complaints
Justified complaints authorize the retention of an appropriate part of the invoice total only, not of the complete sum.

2. Disclaimer
Zweieck assumes no liability, especially with regard to compensation, if the damage did not occur intentionally or through gross negligence. This does not limit the liability with respect to harming of life, body or health (injury to persons). Zweieck is liable only for positive damage within its described limits of liability. Lost sales, consequential damage and lawyer’s fees are thus not included. The liability is limited to monetary reimbursement; a replacement in kind is impossible. This does not interfere with the obligation to pay damages according to the Product Liability Act.

3. Warranty
Zweieck reserves the right to fulfill the warranty claim in the form of an improvement, exchange or price reduction according to its own choice, except for cases in which the right to conversion legally applies. The contractual partner must always prove that the defect was present at the handover date already.
The product must be examined immediately after the delivery. The contractual partner must send a notification of the defect immediately or within 14 days after delivery at the latest, and include a description of the kind and extent of the defect. Concealed defects must be reprehended promptly after their discovery. If a notification of defects is not conveyed or not conveyed in time, the product is classified as approved. The enforcement of the right of warranty or compensation including consequential damages and the right to error refutation on grounds of defects is not possible in this case.

4. Copyright
All foreign logos as well as trademarks displayed are copyright and property of the respective companies.

5. Data protection
The contractual partner agrees to a computerized storage and processing of personal data which have been made accessible to the seller in the context of the business connection. All client data will be processed by Zweieck according to the Datenschutzgesetz 2000 (DSG2000 – data protection law 2000). Zweieck guarantees that client data will be treated in a strictly confidential manner and that no data or analysis of these data whatsoever will be conveyed to third parties. The only exception are the resellers of Zweieck products who contact the contractual partner directly and who commit themselves to observing the DSG2000 as well.

6. Validity clause
Conflicting conditions on the part of the buyer are only valid if they were explicitly agreed upon in a written manner beforehand. Otherwise, no explicit objection on the part of Zweieck is necessary to exclude such conditions.
If a clause of this contract is or becomes invalid or if this contract contains a loophole, then the legal effect of the rest of the clauses remains untouched. In substitution of the invalid clause, a valid clause which economically comes closest to the meaning and purpose of the invalid clause is understood to be agreed upon; the same applies to the case of a loophole.
All agreements, belated changes, additions, subsidiary agreements etc. require a written form to be valid and thus also an original signature or a secure electronic signature.

6. Place of payment and jurisdiction
The court responsible for all decisions relating to disputes arising from this contract is the one responsible for such matters at the registered office of our company locally. However, Zweieck is entitled to sue at the general jurisdiction of the contractual partner as well.

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Addendum to the general terms and conditions of the company
Zweieck Zoder&Tschavoll EDV Dienstleistungs-OEG,
Karl Löwe Gasse 25, 1120 Wien.
Telefon & Fax: ++43 (0)1 817 44 16

The following conditions are to be understood as an extension to the general terms and conditions for the scheduling software ZePlanner.

Use licence
The purchase of a use licence (full version) for software products by Zweieck Zoder&Tschavoll EDV DienstleistungsOEG (subsequently called Zweieck) conveys to the buyer the right of the use/installation of the product on only one computer at one time or the use within a network while based on one computer. You need a licence for every computer from which the software is used. In the case of networks, this can be a full version licence and one or more client licences.

If the owner of a full version licence for software products operates several computer systems and is able to guarantee that no other persons will use the full version, then the program may be installed multiple times and used on these systems.

The purchased activation data, the corresponding licence files or necessary hardware keys (dongles) must not be passed on or rented out.

Extension of the disclaimer
ZePlanner exists as a trial or demo version. The trial version may be tested extensively by the potential buyer. Since the buyer may test the software before the purchase, the purchase counts as ‘as surveyed’; i.e. no warranty claims for mistakes which were contained in the full version and trial version and would have occurred during the test phase in an acceptable extent can be accepted.

July 2008

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Maintenance contract

1. Subject of the contract

1.1 The following conditions apply to the maintenance and repair of the software provided by ZWEIECK and described in more detail in the software maintenance certificate (Appendix 1).

1.2 The maintenance certificate is part of this contract

1.3 Extensions of the software must be documented in the maintenance certificate.

2. Services

2.1 Type and extent of the services by ZWEIECK

2.1.1 ZWEIECK will assume the elimination of defects in the programs; the programs must perform at least those functions specified at commission, if they are used according to their purpose.

2.1.2 The client has an incomplete right of utilisation of the user software. The client is not authorised to pass on this right of utilisation to a third party.

2.1.3 The elimination of failures and damage caused by wanton treatment by the client, by action of a third party or higher force is not subject of this contract. However, it can be agreed upon in individual cases for extra compensation. The same applies to failures and damage caused by surrounding conditions at the installation site, by failures or non-provision of electric power supply, defective hardware or by other effects not represented by ZWEIECK.

2.1.4 Assistance via phone is included within the extent of a normal average of up to 20 cases a month in the period from 8 a.m. until 5 p.m. on workdays. A case may consist of several calls. Service going beyond that will be charged separately. An appropriate and professional resolution will start within four hours max. after the call, within the defined working hours.

2.1.5 If ZWEIECK offers a new version of the program to the client to prevent or eliminate defects, then the client has to accept it, provided that it can be reasonably imposed on him or her.

2.1.6 The client may lay claim to the execution of maintenance procedures by ZWEIECK as well as to the advisory service concerning all questions about the use and application of the software, including the relaying of user experiences from the complete user circle, provided the respective users agree to it.

2.1.7 If a strike, higher power of some other event which is beyond the control of ZWEIECK delays the supply of a service, then the time of supply will be postponed accordingly.

2.2 Services by the client
2.2.1 The client will provide personnel with sufficient expertise as support with the elimination of program and documentation defects discovered after the program handover.

2.2.2 The client must maintain the conditions existing at the time of commission for the operational readiness and operational capability according to system specifications.

3. Procedure

3.1 In case of failures during working hours, ZWEIECK will start the appropriate and professional elimination of defects within four hours during the working hours. The working hours are 8 a.m. until 5 p.m. on weekdays.

3.2 At the request of ZWEIECK, the client will allow the services to be performed by ZWEIECK also beyond normal working hours.

3.3 If the service performance occurs beyond normal working hours at the request of the client, it will be charged separately.

3.4 The client will allow ZWEIECK free access to the equipment for the performance of the service in the agreed time periods. The client will support ZWEIECK with the repairs and especially guarantee the availability of personnel which is familiar with the programs used by the client and the work routine.

3.5 If the execution of the services is delayed by circumstances for which the client is responsible, then he or she must bear the costs for waiting periods longer than an hour and – if necessary – for another travel by the employees of ZWEIECK.

4. Payment

The payment is to be made annually and in advance, without deductions.

5. Liability of ZWEIECK

5.1 ZWEIECK is liable for attribute assurance, deliberate acts and gross negligence, in as far as they concern the infringement of contract-relevant duties. This liability includes vicarious agents of ZWEIECK as well.

5.2 Further claims on compensation for damage which occurs on equipment or software not subject to this contract are excluded, regardless of the legal grounds. ZWEIECK is not liable if maintenance and repair procedures cannot be performed on grounds not accepted by ZWEIECK.

6. Nondisclosure

6.1 ZWEIECK is to ensure that all people who are entrusted with the processing or implementation of this contract adhere to the legal designations concerning data protection and do not pass on information related to the client to third parties or utilise it in another way.

6.2 The client is obliged to treat all knowledge of business secrets obtained within the contractual relationship as confidential.

7. Term of the contract

7.1 The contract is effective starting {month} 1st, {year} and valid for 12 months initially. If no written termination occurs three months before this term expires, then the contract will be extended by further 12 months.

8. General provisions

8.1 All rights and duties of the contract parties are regulated in this contract. Changes and additions are valid only in written form and if they refer to this contract. Furthermore, they must be signed by both parties to be valid.

8.2 If the client does not fulfil one of his or her duties in time or not at all (especially the payment of charges), then ZWEIECK may refuse to render services after a warning and an appropriate grace period until the client has fulfilled the pending duty.

8.3 The appendant supplement to this contract becomes part of it with the signing of the contract.

8.4 The contractual relationship is subject to the provisions in this contract and to the law of the Austrian republic.

8.5 The place of payment and jurisdiction for all disputes arising from this contract is the commercial court in Vienna, Austria or the court responsible for the subject matter.

8.6 If individual provisions in this contract are not legally effective or if they lose their legal effect by future circumstances or if a loophole in the contract should emerge, then the rest of the provisions are not affected as regards their legal effect. An appropriate regulation shall be valid instead of the invalid contractual provision or fill the loophole. This regulation should come as close as possible to what the contractual parties would have wanted if they had considered this aspect.

Current version: May 2008