General Terms and Conditions

Recommended by the Professional Association of Management Consultants and Information Technology Experts
as well as the National Committee on Trade in Machinery / National Trade Group Business Machines

1. Scope and Validity of Contract

All orders and agreements are only then legally binding, when they have been signed by an
authorized representative of the seller and they obligate only to the extent set forth in the
order confirmation. The terms and conditions of the buyer are invalid for the legal
transaction which is the subject of this contract, as well as for the entirety of our business
relations. All offers are subject to change without notice.

2. Performance and Inspection

2.1. The subject of an order can be:

• Development of an organizational plan
• Macro- and micro-analyses
• Creation of custom-designed programs
• Delivery of library (standard) programs
• Acquisition of rights to use software products
• Acquisition of exclusive rights to use and to exploit software products
• Support at system start-up / support during system changeover
• Telephone advisory service
• Program maintenance
• Creation of program carriers
• Other services

2.2. Individual organizational plans and programs shall be elaborated in line with the
type and scope of the information, documents and accessory aids which have been
made available in toto by the buyer. Included are customary test data as well as
the opportunity to test to the necessary extent, which the buyer shall make
available on a timely basis, during normal business hours, and at his expense. If the
buyer has already been working in real time in an operating system that is being
made available for testing, the responsibility for securing the real data lies with the
buyer.
2.3. The basis for creating custom-designed programs shall be the written performance
specifications that either are provided by the buyer or that the seller writes up, at
charge to the buyer, on the basis of documentation and information provided to
him by the buyer. This performance catalogue is to be inspected by the buyer for
correctness and completeness and is to be initialed by him as a sign of his assent.
Requests for modifications which are made thereafter can result in separate
deadline and price agreements.
2.4. For individually created software or program adaptations, it is required that each
program be accepted by the buyer at the latest four weeks after delivery by the
seller. This acceptance will be confirmed in a record of the transaction by the
buyer (inspection for correctness and completeness in line with the performance
specifications accepted by the seller on the basis of the test data made available to
him, as described in 2.2). Should the buyer allow four weeks to pass without
accepting the program, the delivered software shall be deemed to have been
accepted as at the last day of the stated time period. If the buyer uses the software in real-time operations, the software is thereby deemed to have been accepted by
the buyer. Possible defects – deviations from the written performance
specifications – are to be reported to the seller with sufficient supporting
documentation. The seller shall make efforts to correct the defects as quickly as
possible. If there are serious defects that have been reported in writing, i.e., if
real-time operations have not commenced or cannot be continued, a renewed
acceptance of the work following correction of the deficiency is required. The
buyer does not have the right to refuse software because of immaterial defects.
2.5. When library (standard) programs have been ordered, the buyer confirms by virtue
of the order his knowledge of the scope of performance of the ordered program.
2.6. Should it prove in the course of the work to be impossible, actually or legally, to
complete the order in line with the performance specifications, it is the
responsibility of the seller immediately to inform the buyer thereof. If the buyer
does not change the performance specifications accordingly or create the
conditions to make completion of the order possible, the seller can reject
performance of the order. If the impossibility of carrying out the order is due to an
omission on the part of the buyer or to a later change by the buyer in the
performance specifications, the seller is entitled to withdraw from the order. The
buyer is to reimburse the seller’s costs and fees that have come due for the work as
well as any dismantling costs.
2.7. The shipment of program carriers, documentation, and performance specifications
shall be at the expense and risk of the buyer. Should the buyer wish further training
and elucidation, these will be billed separately. Insurance will be taken out only at
the request of the buyer.

3. Prices, Taxes and Fees

3.1. All prices are in Euro and do not include sales tax. They are valid only for the
present order. The quoted prices are ex business domicile or branch office of the
seller. The costs of program carriers (e.g., CD’s, magnetic tapes, magnetic disks,
floppy disks, streamer tapes, magnetic tape cassettes, etc.) as well as any contract
fees shall be billed separately.
3.2. For library (standard) programs the valid prices are the list prices in effect on the
day of delivery. All other services (organizational consultancy, programming,
training, support during changeover, telephone advisory services) will be charged at
the rates in effect on the day the services are performed. Deviations from the
amount of time calculated as being required for the work (which serves as the basis
for the price calculation) and for which the seller is not responsible, shall be
charged according to the actual time spent.
3.3. The costs for travel, per diem, and overnight accommodation costs shall be invoiced
separately to the buyer according to the valid respective rates. Transit time is to be
considered as work time.

4. Delivery Dates

4.1. The seller is to endeavor to keep as closely as possible to the agreed dates for
completion of the order.

4.2. The targeted completion dates can only then be met if
1) the buyer makes available to the seller in full, on the dates established by the seller, all the necessary preliminary work and documents, especially the performance specifications
accepted by him in accordance with §2, Item 3, and if
2) the buyer fulfills his obligation to cooperate to the extent required. Delays in delivery and cost increases that result from incorrect, incomplete, or subsequently changed data and
information or supporting documentation provided to the seller, are not the
responsibility of the seller and cannot result in the seller’s being in default of
delivery. Additional costs so arising are to be borne by the buyer.
4.3. In the case of orders that encompass a number of units or programs, the seller is
entitled to make partial deliveries and to submit partial invoices.

5. Payment

5.1. The invoices submitted by the seller, inclusive of sales tax, are payable at the
latest 14 days from receipt of the invoice without any deductions and free of
charges. For partial invoices, the terms of payment for the entire order obtain
analogously.
5.2. Where orders encompass a number of units (e.g., computer programs and/or
training sessions, completion in stages), the seller is entitled to submit an invoice
after the delivery of each unit or service.
5.3 Payment on the agreed-upon dates is an essential condition for delivery and for
fulfillment of the contract by the seller. Failure on the part of the buyer to comply
with the agreed payment schedule entitles the seller to discontinue current work
and to withdraw from the contract. All costs connected therewith as well as loss of
profit are to be borne by the buyer. In case of delayed payment, interest on
payment in arrears will be charged at customary bank rates. In case two
consecutive installments are not paid on time, the seller has the right to enforce
non-compliance and to call accepted drafts.
5.4 The buyer is not entitled to withhold payment because of incomplete total delivery,
guarantee or warranty claims, or complaints.

6. Copyright and Use

6.1. Unless otherwise noted, the seller or his licensors are entitled to all copyrights on the agreed services (programs, documentation, etc.). The buyer obtains only the right to use
the software after payment of the agreed remuneration strictly for his own purposes,
only with the hardware as specified in the contract, and, in accordance with the
number of licenses acquired, simultaneously at different workplaces. By this
contract the buyer acquires merely the authorization to use the software. Further
distribution of the product by the buyer is not permitted, as per the copyright law.
The buyer does not by virtue of participating in the production of the software
acquire any rights beyond its use as set forth in this contract. Any infringement of
the copyrights of the seller will result in the right to claim damages, in which case
the seller is entitled to full satisfaction.

6.2. The buyer is permitted to make copies for archival and data backup purposes only
on condition that the software does not contain an express prohibition on the part
of the licensor or a third party and that all notices of copyright and ownership are
transferred unchanged into these copies.
6.3. Should the disclosure of the interfaces be necessary to produce the interoperability
of the software covered by this contract, the seller is to request this of the buyer
with remuneration of costs. If the seller does not comply with this stipulation and
decompilation follows in accordance with copyright law, the results are to be used
exclusively for the production of interoperability. Misuse will result in claims for
damages.
6.4. Paragraph 6.1. to 6.3. are not in effect concerning open source software. Lovely Systems is obliged to indicate open source licences in the source code of the software according to the standards of the open source initiative http://www.opensource.org.

7. Right of Cancellation

7.1. Should the agreed-on date of a delivery be exceeded due solely to the fault or the
unlawful conduct of the seller, the buyer is entitled to cancel the contract in
question by registered letter if essential parts of the agreed service are not
performed within a reasonable grace period and the buyer is in no way at fault.
7.2. Force majeure, work conflicts, natural catastrophes, and transportation stoppages,
as well as other circumstances that cannot be influenced by the seller relieve the
seller of the obligation to deliver or permit him to redetermine the agreed delivery
period.
7.3 Cancellation by the buyer is only possible with the written agreement of the seller.
If the seller agrees to the cancellation, he is entitled to charge not only for services
rendered and accrued costs, but also a cancellation fee that represents 30% of the
value of the total order not yet settled.

8. Warranty, Maintenance, Alterations

8.1. Notices of defects are valid only if they concern defects that are reproducible and
if they are submitted within 4 weeks after delivery of the agreed service or, in the
case of custom-designed software, after acceptance of the program in accordance
with §2 Item 4, and documented in writing. In fulfillment of the warranty,
rectification of defects takes precedence over price reduction or rescission of the
order. If the notice of defects is justified, the defects are to be remedied within an
appropriate period of time, and the buyer is to make available to the seller all
measures required by the latter to investigate the problem and remedy the defects.
The presumption of defectiveness in accordance with § 924 of the ABGB is ruled
out.
8.2. Revisions and additions, which, before the agreed work is handed over, prove to be
necessary because of organizational deficiencies or technical deficiencies in the
program, and for which the seller bears responsibility, are to be carried out free of
charge by the seller.
8.3. The costs for support provided, diagnosis of errors, remedying defects and failures
that are the responsibility of the buyer, as well as other corrections, revisions and
additions are to be carried out by the seller and the costs charged to the buyer.
This is also the case for the remedying of errors when program revisions, additions
or other interventions have been carried out by the buyer himself or by a third
party.
8.4. Furthermore, the seller assumes no warranty for defects, failures or damages that
are due to improper use, altered components in the operating system, interfaces
and parameters, the use of inappropriate organizational resources and data
carriers, insofar as these are stipulated, unusual operating conditions (particularly
deviations from the installation and storage provisions) or damage during shipment.
8.5. For programs that are subsequently altered by programmers of the buyer or by third
parties, any existing warranty of the seller’s is no longer applicable.
8.6. Insofar as the subject of the order is the revision or supplementation of existing
programs, the warranty covers the revision or supplementation. The warranty for
the original program does not thereby again come into effect.
8.7 For open source programs, warranty claims are only accepted for the concealment of deficiencies.

9. Liability

The seller is liable for damages insofar as intent or gross negligence can be proven,
within the framework of statutory regulations. Liability is excluded in case of slight
negligence.
Compensation for consequential damages and financial loss, not realized savings,
loss of interest, and damages arising from third-party claims against the seller is in
every case, to the extent legally permissible, ruled out.

10. Loyalty

The parties to the contract obligate themselves to reciprocal loyalty. They will not
hire away staff or employ, including by way of third parties, staff of the other party
to the contract who have worked on the realization of the projects, during the
duration of the contract or for 12 months after the end of the contract. A party to
the contract in violation of this clause is obliged to pay lump-sum damages in the
amount of one annual salary of the employee.

11. Protection of Data Privacy, Nondisclosure

The seller obligates his employees to observe the provisions of §15 of the Data
Privacy Law.

12. Other

Should individual terms of this contract be or become inoperative, this will not
affect the remaining terms of this contract. The parties to the contract will work in
a spirit of partnership to find an arrangement that approximates as nearly as
possible the inoperative terms.

13. Concluding Terms

Insofar as not otherwise agreed, the statutory regulations applicable to registered
merchants are exclusively those in force under Austrian law. This is the case also
when the order is carried out outside of Austria. In case of conflict, it is agreed that
only the responsible local court in the seller’s place of business has jurisdiction. For
sales to consumers within the meaning of the consumer protection law, the above
terms are valid only insofar as the consumer protection law does not insist on other
conditions.