TERMS & CONDITIONS

Last updated: January 2026

§ 1 Scope of application

1.1. These General Terms and Conditions (“Terms”) of sophne e.U. (hereinafter “sophne” or the “Contractor”) apply to the delivery of all components of a contract between the Contractor and the customer (hereinafter the “Customer”), including consulting services, design and development services for software and digital products, and related IT work or services, in particular implementation, IT consulting and conception, maintenance or training provided to the Customer (hereinafter the “Services”). They also apply to future transactions even if no express reference is made to them.

1.2. By concluding the contract, the Customer accepts these Terms in full. Conflicting, deviating or supplementary terms and conditions of the Customer become part of the contract only if and to the extent that sophne expressly confirms this in writing. These Terms apply to all current and future contractual relationships between the Contractor and the Customer until the Contractor notifies the Customer of amended Terms. If the Customer does not object to the amended Terms in writing and with reasons within four weeks of notification and continues to use the Contractor’s services, the amended Terms are deemed accepted.

1.3. These Terms apply exclusively to contracts between entrepreneurs within the meaning of § 1 of the Austrian Consumer Protection Act and are not directed at consumers.

§ 2 Offers

Unless expressly agreed otherwise, offers made by sophne are non-binding. A contract is not concluded by the Customer’s order alone, but only upon written acceptance of the order (“Order Confirmation”) or by actual performance of services by sophne. The Customer confirms that only persons authorised by the Customer may act towards the Contractor and issue and receive binding declarations (such as orders). sophne is entitled at any time to request additional documents and records from the Customer to verify identity or signing authority. The Contractor is also entitled to check the Customer’s creditworthiness and to forward the data required for this purpose to an external company.

2.1. If the Customer’s order deviates from the offer submitted by sophne, such deviations become part of the contract only if confirmed by sophne in writing.

2.2. Commitments made by employees — in particular regarding project functions, properties and deadlines — that do not arise from sophne’s Order Confirmation or offer are binding on sophne only if confirmed in writing by management. Likewise, illustrations and drawings provided to the Customer, as well as technical data in offers, brochures or other information material, represent only approximate values unless specific properties are expressly warranted. Oral commitments do not become part of the contract under any circumstances.

2.3. Unless otherwise agreed, drafts, sketches, samples and similar items prepared at the Customer’s request must be reimbursed in the amount of the reasonable effort even if no contract is concluded between sophne and the Customer.

§ 3 Subject matter and performance of services

3.1. The exact scope of the Services to be provided by the Contractor is determined by the offer or Order Confirmation. Where necessary, details of the contractual subject matter are recorded in a statement of work.

3.2. Unless the Contractor and Customer agree otherwise, the Customer confirms that it has satisfied itself as to the suitability and compatibility of the components to be delivered by the Contractor and that these are sufficient to meet its needs in the existing hardware and software configuration.

3.3. Services are performed during the Contractor’s business hours and with the greatest possible care, reliability and availability. sophne provides the contractual Services in a manner customary in the industry and in line with the state of the art. Nevertheless, sophne cannot warrant, guarantee or be liable for uninterrupted or error-free use of a service or materials, nor that sophne will correct all errors. In such cases, sophne will endeavour to remedy outages quickly and is also entitled to implement workaround solutions where these are reasonable for the Customer for technical and organisational reasons.

3.4. Consulting services provided by the Contractor to the Customer are based on specific industry experience, the Contractor’s latest state of knowledge and information, and information available at the time of preparation. The contractual subject matter is the agreed service, not a specific success. sophne assumes no responsibility for the implementation of recommendations.

3.5. sophne is entitled to freely determine whether, which and how many employees, subcontractors or sub-suppliers are used to provide Services. In this regard, sophne will ensure that contracts with third parties comply with the obligations to which the Contractor is subject under the contractual relationship with the Customer.

3.6. Unless otherwise agreed between the Contractor and the Customer, sophne is not required to provide a project handbook or any other materials or documentation as part of the Services, nor to conduct training. Such services must be ordered separately from sophne and remunerated at the applicable rates.

3.7. All sophne products, in particular its own managed services and software, include at least a visual manufacturer reference. This reference remains in place even in the event of rebranding, which requires approval.

3.8. The Contractor may perform necessary maintenance and troubleshooting during the maintenance window from Monday to Sunday between 10:00 p.m. and 6:00 a.m. If special reasons require immediate maintenance or troubleshooting, the Contractor will inform the Customer without delay. Availability of the Services may be temporarily restricted during necessary or required maintenance work.

3.9. If sophne installs software, the Customer is responsible for acquiring the licences required for this purpose.

3.10. By ordering licensed third-party software, the Customer confirms that it is familiar with the scope of performance under the respective software licence terms and will comply with them accordingly.

§ 4 Customer cooperation

4.1. The Customer will cooperate appropriately, in a timely manner and free of charge in the provision of the Services by the Contractor. In any case, the Customer is obliged to fulfil the cooperation, clarification and provision obligations specified in the contract or in the respective statement of work.

4.2. In the case of consulting services, the Contractor must be fully informed of previous or ongoing consulting where this is relevant to contract performance.

4.3. If the Contractor provides Services on the Customer’s premises, the Customer will support the Contractor to the required extent by providing, for example, employees, access to systems, computer time, hardware and software, telecommunications facilities and other technical resources, as well as by participating in specifications, tests, acceptances, etc.

4.4. The Customer must take appropriate precautions (e.g. through data backup) in the event that IT components do not function properly in whole or in part.

4.5. If passwords required to use the Contractor’s Services are provided to the Customer, the Customer is obliged to treat them confidentially and prevent access by unauthorised persons. sophne is not liable for damages resulting from improper use of such passwords.

4.6. It is the Customer’s responsibility to ensure a sufficiently performant and stable network connection at its own expense.

4.7. It is the Customer’s responsibility to obtain, before performance begins, any official or other permits and approvals (e.g. export regulations) that may be required for the Contractor to perform the Services, and to indemnify and hold the Contractor harmless in this respect.

4.8. The Customer ensures that its employees and third parties attributable to it treat the facilities and equipment used by the Contractor, as well as any assets provided to the Customer, with care; the Customer is liable to the Contractor for any damage to such facilities and equipment caused by culpable conduct of the Customer, its employees or third parties attributable to it.

4.9. If the Customer does not fulfil its cooperation obligations at the agreed times or to the intended extent, the Services provided by sophne are nevertheless deemed to have been performed in accordance with the contract despite possible limitations, and sophne is entitled to the contractually owed remuneration. Timelines for Services to be provided by sophne are postponed accordingly. The Customer will separately remunerate sophne for any additional expenses or costs incurred at sophne’s applicable rates. If the Customer’s cooperation obligation is definitively not fulfilled, sophne is entitled to withdraw from the contract after setting a reasonable grace period.

4.10. The Customer agrees that the Customer’s name may be included in and published on the Contractor’s customer reference list. The Customer may object to this use in writing at any time; in that case, sophne will remove the name from all reference lists without delay and at the latest within 14 days.

§ 5 Prices

5.1. sophne receives from the Customer a fee for the Services to be provided in accordance with the agreement between the Customer and the Contractor.

5.2. Unless otherwise agreed between the Contractor and Customer, accessories, additional material, additional services (such as training, updates, upgrades) or other services exceeding the agreed scope of performance (e.g. services outside normal business hours) are charged according to actual personnel and material expenditure at the rates applicable at the Contractor. This also applies to travel, transport, packaging and other ancillary costs incurred in connection with service provision (e.g. taxes, customs duties and charges), as well as expenses of employees and subcontractors. These additional costs are invoiced separately to the Customer monthly in arrears.

5.3. If costs for data lines arise in the provision of services, sophne is entitled to charge these separately.

5.4. All amounts are net amounts plus VAT at the statutory rate. The invoice amount is payable without deduction to the Contractor’s notified account. Unless otherwise agreed, price information is stated in EUR.

5.5. The Contractor is entitled at any time to make service provision dependent on the Customer making advance payments or providing other securities in an appropriate amount.

5.6. sophne is entitled to pass on price increases arising after contract conclusion due to increases in wage and material costs or other costs from the beginning of the month following the increase. The Customer already accepts price increases based on the development of the Austrian Consumer Price Index (CPI), but not exceeding 10% p.a.

§ 6 Delivery, payment terms and default

6.1. Unless expressly agreed as binding, delivery periods and dates are non-binding and always represent the expected time of provision and handover to the customer. Performance is subject to correct and timely self-supply by upstream suppliers or manufacturers. If delivery is not possible due to delivery difficulties or price increases at our upstream suppliers or manufacturers, we are entitled to withdraw from the contract without any obligation to pay compensation.

6.2. For orders comprising several components or services, sophne is entitled to make partial deliveries or provide partial services, issue partial invoices for them and require partial acceptance for deliveries or services subject to acceptance.

6.3. If the Contractor is in default with Services, the Customer may continue to insist on performance or set a reasonable grace period by registered letter with a threat of withdrawal. The right of withdrawal relates only to the delivery or service part affected by the default.

6.4. Unless contractually agreed otherwise, invoices are due for payment without deduction 14 days after the invoice date. Default occurs on the 15th day after the invoice date without the need for a reminder by sophne. In the event of payment default, the Customer must pay, irrespective of fault, a lump sum of EUR 40.00 as minimum compensation for extrajudicial collection costs as well as statutory default interest above the applicable base interest rate. Further reminder and collection costs must be reimbursed by the Customer in the event of culpable default.

6.5. In the event of payment default, sophne reserves the right to suspend performance until all payment obligations of the Customer have been fulfilled. A request for return is deemed a withdrawal from the contract only if sophne expressly declares this in writing.

6.6. If facts become known to sophne that give rise to doubts about the Customer’s solvency, or if the Customer is in default with a partial payment, sophne is entitled to declare open but not yet due invoice amounts immediately due. If the Customer does not comply with this demand, sophne may withdraw from the contract after setting a written grace period of two weeks and may claim damages.

6.7. If arrears are paid, sophne is entitled to determine a new delivery period at its reasonable discretion, taking into account other delivery obligations.

6.8. To the extent and for as long as obligations cannot be fulfilled on time or properly due to a temporary and unforeseeable impediment to performance not attributable to the Contractor, in particular force majeure such as war, terrorism, natural disasters, fire, strike, failure of power supply, transport means or telecommunications networks, the Contractor is released from its performance obligations for as long as it is prevented from performing by force majeure. The Contractor must notify the Customer without delay and inform the Customer of the reasons and expected duration. The Contractor will also endeavour, by all technically possible and economically reasonable means, to ensure that it can fulfil its obligations again as quickly as possible.

6.9. The place of performance for service provision and payment is sophne’s registered office unless contractually agreed otherwise.

§ 7 Default of acceptance

7.1. In the event of default of acceptance, sophne may declare all claims due for payment. In addition, the Customer is obliged to bear any additional costs incurred (e.g. storage costs) and bears the risk of accidental loss of the delivery item as well as all other disadvantages of default (§ 1419 Austrian Civil Code). sophne is also entitled to determine new delivery or service dates at its reasonable discretion, taking into account other obligations.

§ 8 Termination of contract

8.1. Unless contractually agreed otherwise, the minimum term is 12 months.

8.2. If the Customer does not wish the contract to be extended, this must be notified in writing three months before the end of the minimum term. Otherwise, the contract automatically renews for a further 12 months. After expiry of the minimum term, the contract may be terminated with three months’ notice to the end of a calendar quarter.

§ 9 Intellectual property and rights of use

9.1. All rights to offers, documents, technical illustrations, work results, designs, source code and similar materials provided or created by sophne employees on the basis of the order remain the intellectual property of sophne or its authors and are subject to the applicable intellectual property laws.

9.2. In the case of delivered software or digital products, the Customer receives the non-transferable and non-exclusive right to use them, in compliance with the contractual specifications and for the contractual purpose, to the extent of the licences acquired. The Customer’s rights are limited to the rights of use under §§ 40(d), 40(e) of the Austrian Copyright Act unless the licence terms agreed with the respective rights holder provide for broader rights.

9.3. The Customer indemnifies and holds sophne harmless against all claims arising from infringement of third-party intellectual property rights or from unauthorised use, or use otherwise contrary to the licence terms of the respective licensor, of the delivered software by the Customer or other users to whom the Customer grants access.

9.4. The logo, product names and company name of sophne are important elements for clear identification and visual proof of identity. All sophne products, in particular its own managed services and software, therefore include at least a visual manufacturer reference. This reference remains in place even in the event of rebranding, which requires approval.

§ 10 Retention, set-off and damages

10.1. The Customer is under no circumstances entitled to withhold services to be provided by it, in particular not in the case of alleged incomplete delivery or alleged warranty or guarantee claims.

10.2. The Customer is entitled to set off its own claim against claims of sophne only if sophne has acknowledged the Customer’s claim in writing or the claim has been established by a court.

10.3. sophne is liable for all relevant damages, including loss of profit but excluding personal injury, only if intent or gross negligence is proven against sophne. sophne’s liability is limited to EUR 50,000.00 per damage event and becomes time-barred six months after the Customer becomes aware of the damage.

10.4. sophne is liable for the loss of data and programs and their restoration only if data backup was expressly agreed as a service in the contract.

10.5. If, in any case, a contractual penalty payable by the Contractor has been agreed, it is subject to judicial moderation. The assertion of the penalty requires fault on the part of sophne. Any claim for damages exceeding the penalty is excluded.

§ 11 Confidentiality, data protection and data security

11.1. Both parties undertake to treat as confidential all information, data and documents that become known to them in the course of contract performance, in particular the other party’s business and trade secrets. This also applies after termination of this contract.

11.2. The confidentiality obligation under section 11.1 does not apply if (i) the information was obvious at the time of receipt, i.e. published or publicly accessible, or (ii) became obvious after receipt without fault of the parties, or (iii) was made obvious in another way without breach of confidentiality or by third parties, or (iv) must be made accessible to authorities or courts due to legal provisions, or (v) is necessary for appropriate legal prosecution or defence.

11.3. The Contractor further undertakes to process entrusted data only within the scope of the Customer’s instructions. However, the Contractor is not obliged to examine the permissibility of the data processing commissioned by the Customer within the meaning of data protection or other regulations. It is also the Customer’s responsibility to fulfil any notification or approval obligations towards authorities, in particular the Austrian Data Protection Authority.

11.4. The Contractor is entitled to process data provided by the Customer in the context of the contractual relationship, in particular contact data, payment and billing data, product data, contract terms and correspondence, for the purpose of performing the contractual Services. Data required for performance of the contract may also be disclosed to subcontractors lawfully engaged by the Contractor, provided that their registered office is in Austria or within the European Economic Area. The Customer may request information at any time about which data is disclosed to which subcontractors.

11.5. The Contractor ensures that the confidentiality of data provided by the Customer is maintained through appropriate technical and organisational measures within the meaning of Art. 32 GDPR. The Contractor undertakes to bind its employees and third parties engaged for contract performance in writing to confidentiality and compliance with the data protection requirements under the GDPR and DSG 2018. To the extent that the Contractor acts as a processor within the meaning of Art. 4(8) GDPR in the course of contract performance, the parties will conclude a separate data processing agreement pursuant to Art. 28 GDPR.

§ 12 Scope, applicable law and miscellaneous

12.1. Any disposition of rights or obligations existing under the contract requires the prior written consent of the other contracting party. However, the Contractor is entitled to transfer the contract to an affiliated company of the Contractor without the Customer’s consent.

12.2. If individual provisions of these Terms or of the concluded contract are invalid or unenforceable, the remaining provisions remain in force. In the event of invalidity or unenforceability of a provision, the contracting parties agree to replace it with a provision that comes as close as possible to its content.

12.3. The exclusive jurisdiction of the competent court in Linz is agreed for all disputes arising from a contract between sophne and the Customer, including disputes concerning its existence or non-existence, validity and termination. The contract, including the related documents, is governed exclusively by the law of the Republic of Austria, excluding the UN Convention on Contracts for the International Sale of Goods and conflict-of-law rules.

12.4. Amendments or additions to a contract must be made in writing. This also applies to any amendment of the written form requirement.

12.5. sophne’s business hours are: Monday to Thursday 8:00 a.m.–5:00 p.m., Friday 8:00 a.m.–2:00 p.m.