1. Scope
These general terms and conditions (terms) apply to all contracts between Optimentum GmbH, Vienna (“Optimentum”), and its clients for consulting and IT services. They also apply to future contracts without needing to be agreed again.
The offer is aimed exclusively at businesses within the meaning of the Austrian Commercial Code. Optimentum does not enter into contracts with consumers.
Deviating or additional terms of the client apply only if Optimentum expressly agrees to them in writing.
2. Offers and conclusion of contract
Offers from Optimentum are non-binding. They contain an effort estimate in person days based on what is known when the offer is made.
The contract is concluded when Optimentum confirms the order in writing or begins to perform the services. The scope and content of the services follow from the offer and the order confirmation.
3. Fees
Optimentum invoices on a time and material basis at the agreed daily rate. The effort estimate in the offer is an estimate, not a fixed price. If it becomes apparent that it will be exceeded significantly, Optimentum informs the client in good time.
Travel time and travel expenses for assignments outside Vienna are invoiced separately. All prices are exclusive of statutory VAT.
4. Payment terms
Invoices are payable within 14 days of the invoice date without deduction. For longer assignments, Optimentum may invoice monthly. In the event of late payment, the statutory default interest for transactions between businesses applies.
5. Client cooperation
The client provides in good time and free of charge all information, documents, access rights and contact persons needed to perform the services, and makes necessary decisions without delay.
If the client does not meet these obligations, or does not meet them in time, agreed dates are postponed accordingly. Any additional effort this causes is invoiced on a time and material basis at the agreed daily rate.
6. Advisory nature
Optimentum provides advisory and support services and does not owe any particular commercial result unless expressly agreed otherwise in writing. Decisions on implementing recommendations remain with the client, who makes them on its own responsibility.
7. Confidentiality
Both parties treat all confidential information that comes to their knowledge during the cooperation as confidential and use it only for the purposes of the assignment. This obligation continues after the contract ends. It does not apply to information that is publicly known or whose disclosure is required by law or by a public authority.
8. Rights of use
Upon full payment, the client receives a non-exclusive right, unlimited in time, to use the work results created for it for internal purposes. Passing them on to third parties or publishing them requires the written consent of Optimentum. Optimentum's general know-how, methods and tools remain unaffected.
9. Liability
Optimentum is liable only for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded. This does not apply to personal injury. Liability for consequential damage, loss of profit and loss of data is excluded to the extent permitted by law.
10. Term and termination
Contracts for individual assignments end when the agreed services have been performed. Either party may terminate the contract in writing at any time with immediate effect for good cause.
In the event of early termination, the services performed up to that point are invoiced on a time and material basis at the agreed daily rate.
11. Governing law and jurisdiction
Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law. The exclusive place of jurisdiction is the court having subject-matter jurisdiction in Vienna.
12. Written form
Amendments and additions to the contract and to these terms must be made in writing. This also applies to any waiver of this written-form requirement. Email satisfies the written-form requirement.
13. Severability
If any provision of these terms is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by a valid one that comes closest to its economic purpose.