General Terms and Conditions

1. General principles
1.1 JTM digital GmbH (hereinafter referred to as "JTM digital") provides all services in the field of mobile and web development and consulting on the basis of these "General Terms and Conditions" (hereinafter referred to as "GTC") and the individual written offer from JTM digital.
1.2 These GTC shall also apply to all future contractual relationships, even if no express reference is made to them in an offer from JTM digital.
1.3 Deviating general terms and conditions of the Customer shall only apply if JTM digital has expressly recognized them in writing.
1.4 Amendments to these GTC must be made in writing. Verbal collateral agreements and declarations shall only be effective if JTM digital confirms them in writing.

2. Scope of services, conclusion of contract
2.1 The scope of the services to be provided shall be based on the written offer from JTM digital.
2.2 Offers shall be valid for four weeks, unless otherwise stated in the offer.
2.3 By accepting the offer, the Customer agrees that the services offered by JTM digital may include recommendations, but that JTM digital shall not be responsible or liable for their implementation.
2.4 The agreement shall be concluded upon acceptance of the offer submitted by JTM digital. Acceptance shall take place upon receipt by JTM digital of the order confirmation enclosed with the offer and signed by the Customer.

3. Obligations to cooperate
3.1 The Customer shall ensure that JTM digital is provided with all necessary information and data promptly, even without special request, and that the necessary reliable, correct and complete information is provided. This shall also apply to all information, data, processes and circumstances that are only available or become known during the provision of the service.
3.2 The relationship of trust between the Customer and JTM digital requires that JTM digital is comprehensively informed about previously performed and/or ongoing services that are related to the services to be provided.
3.3 The Customer shall ensure that all requirements as set out in the offer are correct.
3.4 The Customer shall make all decisions necessary for the provision of the agreed services in a timely manner and obtain any necessary approvals (e.g. approvals from the group management, the supervisory board, the employees, the works council, etc.).
3.5 The Customer and its representatives shall be solely responsible for the following, among other things:
3.5.1 to perform all management functions and make all management decisions,
3.5.2. to select a competent member of management to oversee the service provided by JTM digital,
3.5.3. assess the appropriateness and results of this service on behalf of the company,
3.5.4. to take responsibility for the results of these services, to establish and maintain internal controls, including our activities, without limitation.
3.6 If the agreed services are provided on the Customer's premises, the Customer shall provide the necessary office infrastructure free of charge and ensure that all organizational framework conditions are in place and that the undisturbed provision of services is guaranteed.
3.7 Changes in the work processes of the Customer, which might cause changes in the services to be rendered by the JTM digital for the Customer, shall require prior coordination with the JTM digital regarding their technical and commercial effects.
3.8 If the Customer violates its obligations to cooperate or if there are other circumstances outside the sphere of influence of JTM digital which prevent JTM digital from providing the agreed services, an agreed schedule (milestones) shall be postponed. In addition, JTM digital shall be entitled to charge the Customer for any additional costs (e.g. idle time of the employees deployed).
3.9 Unless otherwise stated in the offer, JTM digital receives all relevant contents for the development such as texts, translations, pictures, logos in a quality and time. JTM digital can however support with these tasks if agreed upon upfront and will invoice these on a time and material basis.
3.10 In case the agreed project timeline is moved multiple times due to missed decisions or other reasons by the customer, JTM digital can pause a project or invoice additional project management efforts on a time and material basis.
3.11 The customer ensures that depending on the project all relevant roles and also needed project and process knowledge are represented in the project team.
3.12 The customer ensures that testing of the code that was handed over is done in a timely manner but no later than 4 weeks after the handover. If there is no feedback in written form within this period JTM digital considers the code as approved unless otherwise agreed.

4. Performance of the services
4.1 JTM digital owes the provision of the services specified in the offer, but not a specific economic success.
4.2 The development of custom software shall be based on the written specification provided by the customer or created by JTM digital based on the information and documents provided by the Customer. The Customer shall review this specification in terms of accuracy and completeness and mark it with a sign of acceptance. Subsequent change requests may lead to delays and increased prices. All changes will be charges based on time and material.
4.3 If the specification is done by the customer, JTM digital will base the offer purely on the received information. If additional needed functions are encountered during the detailed specification process, they will be handled as a change and therefore will impact the costs and timeline of the project.
4.4 JTM digital is entitled to regard the information and data provided by the customer as correct and complete. Unless expressly agreed otherwise, JTM digital is not obliged to identify inaccuracies.
4.5 JTM digital expressly indicates that a barrier-free design, as defined by the Federal Law on Equality of Persons with Disabilities (Federal Disability Discrimination Act — BGStG) is not included in the quote unless this was separately/individually requested by the Customer. Should a barrier-free design not have been agreed upon, it shall be incumbent upon the Customer to check the admissibility of the service with regard to the Federal Disability Discrimination Act. Moreover, the Customer shall check the content they provide in regard to legal admissibility, particularly in terms of competition, brand, administrative law and copyright. JTM digital shall not be liable to the Customer in cases of minor negligence or after fulfilling a possible duty to warn for the legal admissibility of content provided by the Customer.
4.6 Any defects, that is to say deviations from the specification agreed upon in writing, shall be reported to JTM digital in written form and with sufficient documentation by the Customer; JTM digital shall make efforts to quickly rectify the defects. Should substantial defects, which are reported in writing, occur, i.e. real operation cannot be started or continued, new acceptance shall be necessary after rectification of defects.
4.7 The Customer shall not be entitled to refuse acceptance of the order due to unsubstantial defects.
4.8 Both contractual parties may request amendments to the scope of services at any time ("change requests"). However, a requested change shall include a precise description of said change, the reasons for the change and its impact on the schedule and the costs in order to provide the other party with the opportunity to conduct an assessment. A change request shall only be binding by means of legally binding signatures of both contractual partners.
4.9 JTM digital will endeavor to comply with the Customer's request for the deployment of certain employees, but expressly reserves the right to deploy and reassign employees at its own discretion, as is appropriate, expedient and possible for the provision of the services.
4.10 JTM digital shall be entitled to have agreed services performed in whole or in part by cooperation partners or competent third parties.

5. Delivery date
5.1 JTM digital shall strive to meet the agreed deadlines of fulfilment (completion) as closely as possible.
5.2 It shall only be possible to meet the intended deadlines of fulfilment provided the Customer provides JTM digital with all necessary and complete work and files by the stated deadlines, particularly, the accepted specification as stipulated in Clause 4.2., and provided the Customer meets their obligation of cooperation to the necessary extent.
5.3 JTM digital shall not be liable for delivery delays or cost increases caused by incorrect, incomplete or retrospectively changed statements or information and/or documents provided that lead to arrears of JTM digital. The Customer shall bear any additional costs incurring therefrom.
5.4 JTM digital shall be entitled to make partial deliveries and/or partial invoices for orders consisting of several units.

6. Fee
6.1 The amount of JTM digital's fee shall depend on the type and scope of the agreed services and shall be specified in JTM digital's offer. In the absence of an express agreement, an appropriate fee shall be owed.
6.2 All prices shall be calculated in Euros without VAT. These shall only apply for the respective current order.
6.3 Costs for travel expenses, daily and accommodation allowances incurred by JTM digital employees and cash expenses shall be charged separately to the Customer at the respectively valid rates. Travel time shall be considered working hours.
6.4 Unless otherwise agreed in the offer, invoices shall be issued monthly in arrears.
6.5 Any objections to invoices must be made in writing to JTM digital within seven days of receipt. Failure to raise objections within this period shall be deemed acknowledgement of the invoice.
6.6 The Customer shall not be entitled to withhold payments due to incomplete overall deliveries, warranty or guarantee claims or defects.
6.7 In the event of late payment, JTM digital shall be entitled to charge interest on arrears at a rate of 8% above the base interest rate (in accordance with § 352 UGB). The base interest rate applicable on the last calendar day of a half-year is decisive for the next half-year. Furthermore, JTM digital shall be entitled to temporarily suspend ongoing services and to withdraw from the contract after an unsuccessful reminder. The customer shall bear all reminder and collection charges and legal costs incurred and necessary for appropriate legal action.
6.8 All rates or offers are subject to annual index adjustment. JTM digital shall be entitled to adjust the agreed remuneration appropriately to changing market conditions, subject to a reasonable advance notice period of at least 1 (one) month. The consumer price index 2015 (base year 2015) published monthly by Statistics Austria or an index replacing it serves as a measure for calculating the stability of value. The index figure calculated in the month in which the agreement is made serves as the reference value for this contract. Upward or downward fluctuations in the index figure of up to 3% are not considered. This margin shall be recalculated each time it is exceeded upwards or downwards, whereby the first index figure outside the applicable margin shall always form the basis both for the redetermination of the claim amount and for the calculation of the new margin. Rates of change are to be calculated to one decimal place. The announcement of the price increase shall have no influence on individual orders already placed.

7 Rights of use, protection of intellectual property, confidentiality
7.1 All documents provided by JTM digital in paper or electronic form (in particular offers, analyses, statements, expert opinions, etc.) are the intellectual property of JTM digital until the time the order is concluded and, with the exception of documents relating to the initiation of the order, become the intellectual property of the customer upon conclusion of the order. The Customer recognizes the rights of JTM digital to the documents, whether or not the documents are protected by copyright, trademark or competition law.
7.2 After payment of the agreed remuneration, JTM shall grant the Customer for the creation and delivery of the work, the world-wide, perpetual, irrevocable, non-exclusive, unrestricted, sublicensable, transferable and assignable right to exploit and modify the work in any manner.
7.3 The above license grant particularly includes, without any limitation, the right to copy, distribute, let, rent, broadcast via wired and wireless networks, publicly perform, present, recite and provide online on the Internet the Subcontracted Work.
7.4 Should JTM digital provide the Customer with a service whose licensee is a third party (e.g., standard software by Microsoft), the right of usage shall be provided by the license conditions of the licensee (manufacturer).
7.5 The relationship of trust between the Customer and JTM digital requires strict confidentiality. Regarding this contract and all information provided in connection with these GTC that has been designated as confidential by the disclosing party, the recipient undertakes to protect the confidential information adequately or in accordance with the applicable professional principles, to use it only for the performance of this contract and to reproduce it only to the extent necessary for the performance of the contract. Confidentiality does not apply to information that is already known to third parties or the recipient.
7.6 JTM digital, its employees and the cooperation partners involved undertake to maintain secrecy about all matters that become known to them in connection with their work for the customer if not being public information.
7.7 The obligation to maintain confidentiality shall also apply for the period after termination of the contract. Exceptions to this are cases in which there is a legal obligation to provide information or if JTM digital has been expressly released from the obligation of confidentiality by the Customer.

8 Data protection
8.1 JTM digital is responsible under data protection law within the meaning of the General Data Protection Regulation ("GDPR") with regard to all personal data processed within the scope of the order. JTM digital is entitled to process personal data entrusted to JTM digital within the scope of the subject matter of the service, to store it in electronically managed files and to have it processed by third parties with whom a corresponding processor agreement within the meaning of Art. 28 GDPR has been concluded. Materials provided to JTM digital (paper and data carriers) will generally be handed over to the Customer or to third parties named by the Customer after completion of the relevant service provision or, if this has been agreed separately, will be stored or destroyed by JTM digital. JTM digital is entitled to keep copies of these insofar as it needs them for the proper documentation of the services or if it is legally required or customary in the profession.
8.2 JTM digital undertakes itself and its employees to maintain data secrecy in accordance with the applicable provisions of the GDPR and the Data Protection Act in its current version (currently DSG as amended by the Data Protection Amendment Act 2018)
8.3 JTM digital shall use appropriate technical and organizational measures, always adapted to the current state of the art, to secure the processed data, taking into account the nature, scope, circumstances and purposes of the processing as well as the different probabilities of occurrence and severity of the risks to the rights and freedoms of the data subjects, in order to ensure that data processing is carried out in accordance with the requirements of the GDPR. However, the Customer hereby agrees that (in the absence of a written agreement to the contrary in individual cases) electronic communication between the Customer and JTM shall take place digitally or vice versa in unencrypted form. The Customer declares that it is aware of the risks associated with the use of unencrypted electronic communication (in particular access, confidentiality, alteration of messages in the course of transmission).

9 Right of withdrawal
9.1 The Customer shall be entitled to withdraw from a respective order by letter sent by registered email with an official signature of an authorized person, should the agreed delivery deadline not be met due to the sole fault or illegal actions of JTM digital, provided that the agreed service is not performed to a considerable extent within an adequate grace period and the Customer is not at fault.
9.2 It shall only be possible for the Customer to cancel an order with written consent of JTM digital. Should JTM digital agree to cancelation of an order, they shall be entitled to charge a cancellation fee to the amount of 30% of the overall project offer value not yet invoiced in addition to the services already rendered and costs incurred.

10 Termination
10.1 Unless otherwise agreed (e.g. in the case of the commissioning of definable projects or parts of projects), the agreement may be terminated by either party in writing with 90 (ninety) days' notice to the end of a calendar month.
10.2 JTM digital reserves the right to terminate the business relationship in whole or in part with immediate effect by written notice if it becomes apparent that
• due to a change in laws, case law or other regulations or
• due to a change in other circumstances (including changes in the ownership structure of company or affiliated companies) a continuation of the JTM digital assignment would be unlawful, in particular if the continuation of the assignment would be contrary to independence regulations or professional principles.
10.3 The customer shall reimburse JTM digital for the services rendered and expenses incurred up to the expiry of the contractual relationship and shall compensate JTM digital for all costs and expenses incurred in connection with the termination.

11. Liability
11.1 JTM digital shall only be liable for the contractual result to the extent agreed below and in no case for interim reports including e-mails and other communication transmitted during the project period.
11.2 JTM digital shall only be liable for damages insofar as intent or gross negligence is proven. Liability for slight negligence is excluded in any case. This shall apply equally if JTM digital uses third parties to fulfil the contract.
11.3 JTM digital shall under no circumstances be liable for loss of profit, consequential damage caused by defects, indirect and consequential damage or pure financial loss of any kind.
11.4 Furthermore, JTM digital's liability shall be limited to the amount of the order, but to a maximum of EUR 100,000. A single case of damage is to be understood as the sum of the claims for damages of all claimants resulting from a uniform service. JTM digital shall also only be liable for damages incurred within the scope of several similar, uniform services due to several breaches based on the same professional error up to the order amount or up to a maximum of EUR 100,000.
11.5 If, in the opinion of the Customer, the possible volume of damage exceeds the aforementioned amount, JTM digital shall, at the request of the Customer, attempt to take out supplementary insurance to the existing liability insurance to cover this risk, provided that the Customer pays the insurance premium incurred for this.
11.6 Any claims for damages must be asserted in court within three months of becoming aware of the damage, but no later than three years after the event giving rise to the claim, otherwise they shall be excluded.
11.7 If JTM digital calls in a third party to provide its services and has informed the Customer of this in writing, JTM digital shall be released from liability and shall only be liable to the Customer for the damage for which it is responsible.
11.8 Any liability of JTM digital towards persons other than the Customer is expressly excluded. If documents are passed on to third parties by JTM digital with their consent, this shall not give rise to any liability on the part of JTM digital towards the third party. Should JTM digital be liable to a third party in exceptional cases, the above limitations of liability shall apply not only in the relationship between JTM digital and the customer, but also to the third party. In any case of assertion of claims for damages by a third party against JTM digital, the customer shall fully indemnify and hold JTM digital harmless.

12. Loyalty, non-solicitation
12.1 During the term of this contract and for a further period of six months after completion of the contractually agreed services, the customer is prohibited from employing employees of JTM digital who were involved in the fulfillment of the contract. In the event of a breach of this obligation, the Customer shall pay a contractual penalty of EUR 50,000.00.

13. Final Provisions
13.1 JTM digital shall be entitled to include the Customer's company and the project in its reference list, i.e. to mention or list the company name, company logo or trademarks and a general description of the project to third parties. The Customer agrees to provide information to a reasonable extent after prior notification via JTM digital.
13.2 The Customer is not entitled to transfer rights or obligations under these GTC to third parties without the prior written consent of JTM digital. JTM digital is entitled to transfer rights and obligations arising from this contract to a subsidiary or affiliated company with debt-discharging effect without the separate consent of the Customer.
13.3 JTM digital uses high-quality technology to recognize and filter out unwanted e-mails (spam). Nevertheless, it may happen that an e-mail is mistakenly classified as spam. JTM digital can therefore not guarantee that e-mails from the Customer will actually reach the intended recipient.
13.4 For disputes arising between the JTM digital GmbH and the Customer the jurisdiction of the Commercial Court of Vienna is agreed.
13.5 Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods and national and international conflict of law rules.
13.6 Should individual provisions of these GTC be or become ineffective, this shall not affect the remaining content of these GTC.
13.7 In the event of force majeure, including but not limited to war, terrorism, natural disasters, fire, strikes, lockouts, embargos, state intervention, power cuts, cancellation of transport, telecommunication network and/or data lines blackouts, legislative changes after conclusion of the contract affecting services, or any other unavailability of products, the JTM digital shall be exempt from fulfilling their obligations, and such circumstances shall not constitute a breach of contract. Additionally, force majeure, work conflicts, natural disasters, transport bans, and other factors beyond JTM digital 's control shall absolve JTM digital from delivery obligations or enable them to establish a new delivery deadline.