General Terms and Conditions

General Terms and Conditions for Services in Information Technology and Software Development by JLE Systems - Ing. Julian Lamplmair.

1. Scope and Definitions

1.1 These General Terms and Conditions (GTC) apply to all current and future services, deliveries, and offers provided by Ing. Julian Lamplmair (hereinafter referred to as "Contractor" or "JLE Systems").

1.2 The contracting party is:

JLE Systems – Ing. Julian Lamplmair   Reitern 21/2   4213 Unterweitersdorf   Austria

(Sole proprietorship, not registered in the commercial register)

1.3 Customers: The offer is directed at business customers and consumers.

• A business customer is a person or entity that operates a business (as defined in Sec. 1 UGB).
• A consumer is a person who enters into a legal transaction that is not attributable to the operation of a business (as defined in Sec. 1 KSchG).

Where these Terms and Conditions contain different provisions for business customers and consumers, this is expressly indicated in the relevant section. For consumers, mandatory statutory provisions apply; any deviating provisions of these Terms and Conditions apply only to the extent permitted by law.

1.4 Form: The term "in writing" in these GTC also includes communication via e-mail, unless a stricter form (e.g., handwritten signature) is legally prescribed.

1.5 Order of precedence: Individual contractual agreements (e.g. in the offer, cost estimate or in "Supplementary Agreements") take precedence over these General Terms and Conditions.

1.6 Deviating, conflicting or supplementary General Terms and Conditions of the Customer shall not become part of the contract, even if known, unless the Contractor expressly agrees to their validity in writing. This also applies if the Contractor provides the service without reservation in knowledge of the Customer's General Terms and Conditions.

2. Offers and Conclusion of Contract

2.1 All offers and cost estimates provided by the Contractor are subject to change and non-binding, unless expressly marked as binding.

2.2 A contract is only concluded upon written order confirmation by the Contractor or by the actual provision of the service.

2.3 The details in cost estimates are based on information provided by the Customer. Should changes arise after the order has been placed (Change Requests) that affect the scope of services, the Contractor will inform the Customer of the estimated additional effort / costs. The implementation of the changes will only take place after written approval of the additional effort by the Customer.

3. Scope of Services and Remuneration

3.1 The exact scope of the services to be provided results from the written service description. Subsequent changes require written confirmation.

3.2 Billing is based on the actual work performed or the agreed lump-sum fee. Travel times are considered working hours unless agreed otherwise.

3.3 Small Business Regulation: The invoice is issued without VAT, as the Contractor is tax-exempt pursuant to Section 6 (1) No. 27 UStG (Small Business Regulation). All amounts stated are therefore final amounts.

3.4 All invoices are payable within 14 days from the invoice date without deduction, unless stated otherwise in the offer.

• Payment methods: Unless agreed otherwise, payment is made by SEPA bank transfer to the account stated on the invoice. Optionally—where offered—an online payment via an external payment service provider (e.g. Stripe) may be chosen. For certain services (e.g. SaaS / subscription models), where offered, online payment via the payment service provider may be a prerequisite. In this case, payment is made via a (hosted) payment page provided by the payment service provider; the respective provider’s additional terms apply.
• Bank charges / fees: Any fees and charges imposed by the customer’s bank or payment service provider (e.g. transfer fees, currency conversion fees, card / issuer fees, transaction fees) are borne by the customer. This does not increase the contractor’s fees.

3.5 Default of Payment:

• Vis-à-vis Entrepreneurs (B2B): Default interest applies pursuant to Section 456 UGB (9.2 percentage points above the base interest rate). In addition, the Contractor is entitled to demand a lump sum of 40.00 EUR for recovery costs pursuant to Section 458 UGB. For recovery costs exceeding this lump sum, Section 1333 (2) ABGB applies.
• Vis-à-vis Consumers (B2C): Statutory default interest applies pursuant to Section 1000 ABGB (4% p.a.).

3.6 Prohibition of Set-off (B2B): Vis-à-vis entrepreneurs, setting off against counterclaims of the Customer is only permitted if these are undisputed or legally established.

3.7 Specific provisions for hardware-related software and automation: For services involving the control of physical hardware, automation technology, or electronic systems (e.g., IoT, building automation, embedded systems), the Contractor shall exclusively provide software development and logic implementation services. The electrical installation, wiring, safety measures, as well as the provision and testing of the hardware are not part of the scope of services and remain the sole responsibility of the Customer or their designated qualified personnel.

4. Customer's Duties to Cooperate

4.1 The Customer ensures that all documents, information, and access data required for the provision of the service are made available to the Contractor in a timely manner.

4.2 Delays caused by a lack of cooperation on the part of the Customer (e.g., missing server access, undelivered test data) are not at the expense of the Contractor and may lead to deadline postponements and additional costs.

4.3 Hardware Security: The Customer guarantees that the system to be controlled has autonomous, hardware-based safety devices (e.g., physical emergency stop chains, mechanical pressure relief valves) that ensure a safe system state (fail-safe) in the event of an error or failure of the software. The software provided by JLE Systems does not replace any physical safety devices.

5. Software Development and Rights of Use

5.1 Insofar as the Contractor creates individual software for the Customer, all copyrights to the created works (software, source code, documentation) remain with the Contractor.

5.2 Right of Use: Upon full payment, the Customer receives a non-exclusive, non-transferable, temporally unlimited right to use the work for the contractually agreed purpose within their own company (or for private use in the case of consumers). Transfer, sublicensing, or resale of the software as a separate product is only permitted with express written consent.

5.3 Third-Party Software: If open-source components or third-party software are used, they are subject to the respective license conditions of the rights holders.

5.4 The Contractor is entitled to reuse parts of the source code, algorithms, or development methods (general know-how) developed within the scope of the project for other projects, provided that no trade secrets or confidential data of the Customer are violated.

6. Retention of Title

6.1 Delivered goods remain the property of the Contractor until full payment has been made.

6.2 Reservation regarding Rights of Use: Rights of use to software are only granted upon full payment of the agreed remuneration. Until full payment is made, any use of the software by the Customer is permitted only on a revocable basis.

7. Warranty and Acceptance

7.1 Acceptance (B2B): The Customer must inspect the service provided (e.g., software) for defects immediately after handover, but no later than within 2 weeks. For control technology systems, acceptance takes place in two stages: First, either in a secured simulation environment (if available) or step-by-step directly on the hardware (e.g., I/O check, cold commissioning). Following this, acceptance in live operation takes place in both cases. All commissioning and acceptance steps on the physical system must be carried out under the constant personal supervision of the Customer's system manager. The results of the acceptance (incl. any defects or specific notes regarding the deadline) should ideally be recorded in an acceptance protocol. If no written notice of defects is given within the inspection period (e.g., in the protocol or via e-mail), the service is deemed accepted. The unconditional, full payment of the invoice by the Customer is also deemed as acceptance. If a renewed inspection is required due to rectified defects, this inspection and the associated renewed deadline shall be limited exclusively to the rectified defects and their direct effects. The Contractor will separately inform the Customer of this legal consequence (deemed acceptance) at the beginning of the period. The deemed acceptance does not apply if material defects are notified in writing within the period. Material defects are those that significantly impair functionality or contractually agreed use. For complex projects, partial acceptances (milestones) are possible.

7.2 Defects must be notified in writing and in as much detail as possible (e.g., screenshots, error logs) to enable rectification.

7.3 Regulation for Entrepreneurs: The warranty period is 6 months. The presumption of defectiveness (Section 924 ABGB) is excluded; the existence of defects must be proven by the Customer.

7.4 Regulation for Consumers: The statutory warranty provisions apply (in particular ABGB and VGG).

8. Liability

8.1 Liability vis-à-vis Entrepreneurs (B2B): The Contractor's liability is limited to intent and gross negligence. Liability for slight negligence is excluded.

• Exception: This exclusion of liability does not apply to personal injury or claims under the Product Liability Act.
• Scope: Furthermore, vis-à-vis entrepreneurs, liability for lost profits, indirect damages, consequential damages, production downtimes, business interruptions, and data loss is excluded (provided the data loss was not caused intentionally or by gross negligence and the Customer did not perform regular backups).
• Liability Cap: To the extent permitted by law, liability is limited in amount to the net order value of the respective project (for ongoing services: the remuneration of the last 12 months). Mandatory statutory liability provisions remain unaffected.

8.2 Liability vis-à-vis Consumers (B2C): Vis-à-vis consumers, the statutory liability provisions apply. Liability limitations only apply insofar as mandatory law permits.

8.3 Force Majeure: Events of force majeure (e.g., power failure, internet outage, failure of cloud providers, pandemic) extend the delivery periods by the duration of the disruption. If the disruption lasts longer than 4 weeks, both parties are entitled to withdraw from the contract regarding the unfulfilled part.

9. Confidentiality and Data Protection

9.1 Both contracting parties undertake to treat all trade secrets that become known within the scope of the cooperation as confidential. This does not apply to information that (i) is already publicly known, (ii) became lawfully known from third parties, or (iii) must be disclosed due to legal obligations or official orders.

9.2 The Contractor processes personal data of the Customer for the purpose of contract fulfillment. Details can be found in the Privacy Policy, available at: Privacy Policy.

9.3 Data Processing: If the Contractor has access to personal data for which the Customer is the controller (e.g., hosting, database maintenance), the parties shall conclude a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR if required.

10. Right of Withdrawal for Consumers (FAGG)

10.1 If the Customer is a consumer and the contract was concluded via distance selling (e-mail, telephone), they generally have a statutory right of withdrawal of 14 days. If the consumer expressly requests the commencement of the service provision before the expiry of the withdrawal period, they must pay a pro rata amount for the services provided up to that point in the event of a withdrawal.

10.2 Expiration for Digital Content: In the case of delivery of digital content not stored on a tangible medium (software download, cloud activation), the right of withdrawal expires prematurely if the Customer has expressly agreed that the execution of the contract shall begin before the expiry of the withdrawal period, and has confirmed their knowledge of the loss of the right of withdrawal. The consent and acknowledgment will be confirmed to the consumer on a durable medium (e.g., via e-mail).

10.3 Exercise of the Right of Withdrawal: To exercise your right of withdrawal, you must inform me

JLE Systems – Ing. Julian Lamplmair   Reitern 21/2, 4213 Unterweitersdorf, Austria   E-mail: [email protected]

by means of a clear statement (e.g., a letter sent by post or e-mail) of your decision to withdraw from this contract. You may use the attached model withdrawal form, but this is not mandatory.

10.4 Withdrawal Period / Start of the Period: The withdrawal period is 14 days from the day the contract is concluded (for services). For digital content not supplied on a tangible medium, the provisions in 10.2 additionally apply.

10.5 Consequences of Withdrawal (Services): If you withdraw from this contract, I shall reimburse to you all payments received from you without undue delay and in any event no later than 14 days from the day on which I am informed about your decision to withdraw from this contract. For this reimbursement, I will use the same means of payment as you used for the initial transaction, unless expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

10.6 Compensation for Early Commencement of Services: If you requested that the services begin during the withdrawal period, you shall pay me an appropriate amount, which corresponds to the proportion of the services already provided up to the time you inform me of the exercise of the right of withdrawal with regard to this contract, compared to the total scope of the services provided for in the contract.

10.7 Communication / Documentation Notice: Consent to the early commencement of performance and—where applicable—the confirmation of the acknowledgment of the premature expiry of the right of withdrawal (digital content pursuant to 10.2) will be confirmed to the consumer on a durable medium (e.g., via e-mail).

11. Project Execution and Miscellaneous

11.1 Premature Termination by Customer: If the Customer terminates an order prematurely without good cause on the part of the Contractor, the services provided up to that point according to time and effort or the agreed lump-sum fee on a pro rata basis, as well as incurred third-party costs (esp. already commissioned or non-cancellable costs), must be fully remunerated.

11.2 Termination for Good Cause: Both parties may terminate the contract for good cause with immediate effect in writing. Good cause exists in particular in the event of default of payment despite a reminder setting a reasonable grace period (usually 14 days; in urgent cases, e.g., insolvency, reasonably shorter) or in the event of a material breach of duties to cooperate despite a request to remedy.

11.3 Maintenance & Support: Maintenance, support, and updates after acceptance are not part of the development order unless separately agreed (Maintenance Contract).

11.4 References: The Contractor may only name the Customer (Name / Logo) as a reference with prior written consent. Project details (screenshots, key figures) will only be published after separate approval.

11.5 Use of Vicarious Agents: The Contractor is entitled to use trustworthy subcontractors or vicarious agents to fulfill the contract. The responsibility for the proper performance of the service vis-à-vis the Customer remains fully with the Contractor. If subcontractors process personal data as part of the service provision, they are contractually obliged to maintain confidentiality and comply with data protection regulations; necessary agreements (esp. pursuant to Art. 28 GDPR) will be concluded.

11.6 Use of Technology and AI: The Contractor is free to choose the technical means and methods for providing the services. This explicitly includes the use of modern development tools, including AI-based assistants (e.g., Generative AI, LLMs, coding tools), to ensure the efficiency and quality of software development. The Contractor shall ensure that the use of such tools is in compliance with the contractual confidentiality obligations.

11.7 Specific provisions for maintenance, migration, and further development of third-party software: For services related to software that was not created by the Contractor (JLE Systems) or whose source code is already the property of the Customer (legacy programs, migrations), the following applies:

• Exclusion of liability for legacy code: The Contractor assumes no warranty or liability for the functionality, freedom from errors, or documentation of the existing code provided by the Customer or third parties. Liability is restricted exclusively to the program parts newly created or actively modified by the Contractor.
• Duty to inspect / backup: The Customer is obliged to perform a complete data backup of the current system state before work begins.
• Troubleshooting as a service: The analysis of existing third-party code for troubleshooting or as preparation for a migration is carried out, unless otherwise agreed, on a time-and-materials basis (as a service), since the condition and quality of the third-party code cannot be guaranteed in advance.
• Ownership of extensions: Insofar as the Contractor extends existing software, the rights to the newly created, independent logic modules remain with the Contractor, provided these are not inseparably merged with the legacy code. The Customer is granted a right of use to these (according to point 5.2).

12. Final Provisions

12.1 Place of Performance for delivery and payment is the registered office of the Contractor.

12.2 Place of Jurisdiction:

• For contracts with Entrepreneurs, the court having subject-matter and local jurisdiction at the registered office of the Contractor is the exclusive place of jurisdiction.
• For contracts with Consumers, the statutory places of jurisdiction apply (usually the court at the consumer's place of residence pursuant to Section 14 KSchG).

12.3 Austrian law applies, excluding the UN Sales Convention.

• For consumers with their habitual residence outside Austria (in particular EU / EEA): This choice of law does not affect mandatory consumer protection provisions of the country in which the consumer has their habitual residence. Mandatory provisions granted to the consumer there shall therefore continue to apply to the extent they remain applicable despite the choice of law.

12.4 The version of these GTC valid at the time of the conclusion of the contract applies.

12.5 Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions.

13. Annexes

Annex 1 – Model Withdrawal Form (for Consumers)

If you wish to withdraw from the contract, please fill out this form and return it to:

JLE Systems – Ing. Julian Lamplmair   Reitern 21/2   4213 Unterweitersdorf   Austria

E-mail: [email protected]

I hereby withdraw from the contract concluded by me for the provision of the following service(s) / the purchase of the following digital content:

• Ordered / concluded on: ___________________
• Name of the consumer: ___________________
• Address of the consumer: ___________________
• E-mail (optional): ___________________

Date: ___________________   Signature (only if notified on paper): ___________________