Terms and Conditions

1. Validity of the General Terms and Conditions

The following general terms and conditions apply exclusively to business transactions with Supanz GmbH, registered under FN 318788 g (hereinafter: Supanz). These general terms and conditions are binding for all current and future business transactions with Supanz, even if no express reference is made to them, in particular for the purchase of software and the use of services via online shops.

Supanz provides information technology services and the operation of hardware and software components for the client in compliance with the enclosed service/maintenance agreements (service level agreements) and license agreements, which form an integral part. The client's terms and conditions only apply if they have been accepted in writing by Supanz.

2. Offers

Offers are subject to change unless they are expressly stated to be binding.

3. Scope of the contract and validity

All orders and agreements are only legally binding if they are signed by Supanz in writing and in accordance with the company name and are only binding to the extent stated in the order confirmation. The client's purchasing conditions are hereby excluded for the legal transaction in question and the entire business relationship.

4. Performance and testing

The exact scope of Supanz's services is specified in the respective order/contract and service/maintenance agreement or license agreement with the client. Unless otherwise agreed, Supanz provides the services during Supanz's usual business hours according to the contract and via the online shop.

  1. The subject of an order can be (example list):
    • Development and implementation of organizational concepts
    • Global and detailed analyses
    • Creation of individual programs
    • Implementation of standard programs
    • Acquisition of usage rights for software products
    • Participation in commissioning (conversion support)
    • Telephone support
    • Technical advice
    • Professional advice
    • Training course
    • Other services
    • Licensing of standard software
  2. The development of individual organizational concepts and programs is carried out according to the type and scope of the binding information, documents and aids fully provided by the client. This also includes practical test data and sufficient testing options, which the client makes available on time, during normal working hours and at his own expense. If the client is already working in real operation on the system provided for testing, the responsibility for securing the real data lies with the client.
  3. The basis for the creation of individual programs or for the services that must be provided in order to achieve the required results is the written service description, which Supanz prepares against cost calculation based on the documents and information made available to it or which the client provides. The client must check this service description for accuracy and completeness and provide it with a note of approval. Requests for changes that arise later can lead to separate appointments and price agreements.
  4. Individually created software or program adaptations or developments require program acceptance for the relevant program package no later than four weeks after delivery by the client. This is confirmed in a protocol by the client. (Checking for accuracy and completeness based on the service description accepted by Supanz using the test data provided under point 4.2). If the client allows the period of four weeks to pass without acceptance of the program, the service/development delivered is deemed to have been accepted on the end date of the specified period. If the client uses the development/software in real operation, the development/software is deemed to have been accepted in any case. Any defects that occur, i.e. deviations from the service description agreed in writing, must be adequately documented and reported by the client to Supanz, which will endeavor to rectify the defect as quickly as possible. If there are significant defects that have been reported in writing, i.e. that real operation cannot be started or continued, a new acceptance test is required after the defect has been corrected. The client is not entitled to refuse acceptance of developments/software due to insignificant defects.
  5. When ordering standard programs, the client confirms with the order that they are aware of the scope of services of the ordered programs.
  6. If, in the course of the work, it turns out that the execution of the order according to the service description is actually or legally impossible, Supanz is obliged to immediately notify the client of this. If the client does not change the service description accordingly or does not create the prerequisite that execution is possible, Supanz can refuse execution. If the impossibility of execution is the result of a failure on the part of the client or a subsequent change to the service description by the client, Supanz is entitled to withdraw from the order. The costs and expenses incurred up to that point for the Supanz activity as well as any dismantling costs must be reimbursed by the client.
  7. The basis of the facilities and technologies used by Supanz to provide services is the qualitative and quantitative service requirements of the client, as determined on the basis of the information provided by the client. If the client's new requirements require a change to the services or the technologies used, Supanz will make a corresponding offer at the client's request.
  8. Program carriers, documentation and service descriptions are sent at the expense and risk of the client. Insurance is only provided at the request of the client.
  9. Any additional training and explanations requested by the client will be invoiced separately. Training services are generally not included in the services and require a separate agreement.
  10. Supanz is entitled to change the facilities used to provide the services at its own discretion if no impairment of the services is expected.
  11. Services provided by Supanz that are used by the client beyond the agreed scope of services will be reimbursed by the client based on actual personnel and material costs at the rates applicable at Supanz. This includes, in particular, services outside of Supanz's usual business hours, analyzing and eliminating malfunctions and errors that arise from improper handling or operation by the client or other circumstances for which Supanz is not responsible.
  12. If Supanz arranges third-party services at the request of the client, these contracts are concluded exclusively between the client and the third party under the third party's respective terms and conditions. Supanz is only responsible for the services it provides itself.

5. Prices, Taxes and Fees

  1. All prices are in euros without sales tax. They only apply to this order/contract. The prices mentioned are ex Supanz’s place of business. The costs of program providers and any contractual fees will be invoiced separately.
  2. For standard programs, the list prices valid on the day of delivery apply. For all other services (organizational consulting, programming, training, transition support, telephone advice, etc.) the work required will be charged at the rates valid on the day the service is provided. Deviations from the time expenditure on which the agreed fee is based, for which Supanz is not responsible, will be calculated based on the actual amount incurred.
  3. The costs for travel, daily and overnight allowances will be invoiced to the client separately based on the applicable rates and actual expenses. Travel or travel times are considered working hours. In addition, travel and accommodation expenses will be reimbursed by the client based on actual expenditure. These expenses will be reimbursed upon presentation of receipts (copies).

6. Delivery date/time of fulfillment

  1. Supanz endeavors to adhere to the agreed fulfillment (completion) dates as precisely as possible.
  2. The desired fulfillment dates can only be met if the client completes all necessary work and documents on the dates specified by Supanz, in particular the service description accepted by him in accordance with point 4.3. and fulfills its obligation to cooperate to the extent required. Delivery delays and cost increases resulting from incorrect, incomplete or subsequently changed details and information or documents provided are not Supanz's responsibility and cannot lead to a default on Supanz's part. The client bears the resulting additional costs.
  3. For orders that include several units or programs, Supanz is entitled to make partial deliveries or issue partial invoices.

7. Payment

  1. The remuneration and conditions to be paid by the client result from the respective order/contract, service/maintenance agreement or license agreement. The invoices issued by Supanz including VAT are payable without any deductions and free of charge no later than 14 days from receipt of the invoice. The payment conditions set out for the entire order apply analogously to partial invoices.
  2. For orders that include several units (e.g. programs and/or training courses, implementation in partial steps), Supanz is entitled to invoice each individual unit or service after delivery.
  3. Compliance with the agreed payment dates is an essential condition for the delivery or fulfillment of the contract by Supanz. Failure to comply with the agreed payments entitles Supanz to stop ongoing work and withdraw from the contract. All associated costs and loss of profit must be borne by the client. If two installments of partial payments are not adhered to, Supanz is entitled to allow the loss of deadlines to come into force and to make the acceptances handed over due and payable.
  4. The client is not entitled to withhold payments due to incomplete delivery, guarantee or warranty claims or complaints.
  5. Supanz is entitled at any time to make the provision of services dependent on the client making down payments or providing other securities in an appropriate amount.
  6. Unless otherwise contractually agreed, one-off fees will be charged after the service has been provided and ongoing fees will be charged monthly in advance. A payment is deemed to have been made on the day on which Supanz can dispose of it. If the client defaults on his payments, Supanz is entitled to charge the statutory default interest for company-related transactions of 8% above the base interest rate (§ 352 UGB) and all costs necessary for collection. If the client's delay exceeds 14 days, Supanz is entitled to discontinue all services. Supanz is also entitled to demand payment for all services already provided to be due immediately, regardless of any payment deadlines.
  7. The client is only permitted to set off against a counterclaim that has been recognized by Supanz or has been legally established. The client has no right of retention.
  8. The client is responsible for all tax liabilities arising from the contractual relationship, such as legal transaction fees or withholding taxes - here in particular the reverse charge system (RCS) [=transfer of the tax liability to the service recipient, which applies in all EU countries]. If Supanz is held liable for such charges, the client will indemnify and hold Supanz harmless. With regard to the reverse charge system, we reserve the right to charge additional sales tax if and to the extent that we are held liable for this.
  9. The client agrees to receive invoices electronically.

8. Copyright and Use

  1. Supanz or its licensors are entitled to copyright and all usage rights to the agreed work results (developments, programs, documentation, etc.). The client exclusively receives the non-exclusive, non-transferable license to use the software or other work results after payment of the agreed fee exclusively for his own purposes, only for the hardware specified in the contract and to the extent of the purchased number of licenses for simultaneous use on several workstations. The licensee does not acquire any further usage rights to the software or the work results. In particular, the licensee is not entitled to reproduce or distribute the software or other work results (except for fleeting or accompanying reproduction in accordance with Section 41a of the Copyright Act). The client's participation in the production of the software does not result in any rights being acquired beyond the use specified in this contract. Any violation of Supanz's copyrights gives rise to claims for damages, in which case full satisfaction must be paid.
  2. The client is permitted to make copies for archiving and data backup purposes on the condition that the software does not contain any express prohibition from the licensor or third parties and that all copyright and proprietary notices are transferred unchanged to these copies.

9. Rights of use for software products and documents

  1. To the extent that software products are provided to the client by Supanz or the client is enabled to use software products as part of the services, the client is granted a non-exclusive, non-transferable, non-sublicensable license to use the software products in an unchanged form, limited to the term of the contract.
  2. When using software products on a network, a license is required either for each SAP system installation number or for each simultaneous user. When using software products on “stand-alone PCs”, a license is required for each PC.
  3. For the third-party software products provided to Supanz's client, the respective license terms of the manufacturer of these software products apply over the provisions of this point.
  4. Unless a separate agreement is made, no further rights to software products are transferred to the client. The client's rights according to Sections 40(d), 40(e) of the Copyright Act are not affected by this.
  5. All documents provided to the client by Supanz, in particular the documentation for software products, may neither be reproduced nor distributed in any way for a fee or free of charge.
  6. The use of Supanz GmbH's own BS-S software developments is regulated in separate license agreements.

10. Right of withdrawal

  1. In the event that an agreed delivery time is exceeded due to Supanz's sole fault or unlawful action, the client is entitled to withdraw from the order in question by means of a registered letter, even if the agreed service is not provided in essential parts within the appropriate grace period and the client is not at fault for this.
  2. Force majeure, labor disputes, natural disasters and transport blockages as well as other circumstances that are beyond Supanz's control release Supanz from the delivery obligation or allow the agreed delivery time to be redetermined.
  3. Cancellations by the client are only possible with the written consent of Supanz. If Supanz agrees to a cancellation, Supanz has the right to charge a cancellation fee of 30% of the unbilled order value of the entire project in addition to the services provided and costs incurred.

11. Warranty, maintenance, changes

  1. Notifications of defects are only valid if they concern reproducible defects and if they are made within 4 weeks after delivery of the agreed service or, in the case of developments or individual software, after program acceptance in accordance with point 4.4. documented in writing. In the event of a warranty, improvement has priority over price reduction or cancellation. If the complaint is justified, the defects will be remedied within a reasonable period of time, with the client enabling all measures necessary to investigate and correct the defects. The presumption of defects in accordance with Section 924 ABGB is excluded.
  2. Corrections and additions that prove necessary before the agreed service is handed over due to organizational and programmatic deficiencies for which Supanz is responsible will be carried out by Supanz free of charge.
  3. Costs for assistance, misdiagnosis and elimination of errors and faults for which the client is responsible, as well as other corrections, changes and additions, will be carried out by Supanz against payment. This also applies to the correction of defects if development changes, program changes, additions or other interventions have been made by the client himself or by a third party.
  4. Furthermore, Supanz assumes no liability for errors, malfunctions or damage that are attributable to improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational devices and data carriers, if such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions), transport damage or damage resulting from malfunctions, delays or interruptions in the course of transmission.
  5. Supanz does not provide any warranty for programs that are subsequently changed by the client's own programmers or third parties.
  6. If the subject of the order is the change or addition to existing programs, the warranty refers to the change or addition. This does not revoke the warranty for the original program.

12. The client’s obligations to cooperate and provide assistance

  1. The client undertakes to support all measures necessary for the provision of the services by Supanz. The client also undertakes to take all measures that are necessary to fulfill the contract and that are not included in Supanz's scope of services.
  2. If the services are provided on site at the client's premises, the client will provide the network components, connections, supply current including peak voltage compensation, emergency power supplies, storage space for systems, workstations and infrastructure required for Supanz to provide the services free of charge to the required extent and quality (e.g. air conditioning). In any case, the client is responsible for compliance with the requirements for the operation of the hardware required by the respective manufacturer. The client must also ensure room and building security, including protection against water, fire and unauthorized access. The client is responsible for special security precautions (e.g. security cells) in his premises. The client is not entitled to issue instructions of any kind to Supanz's employees and will only communicate all requests regarding the provision of services to the contact person named by Supanz.
  3. The client shall provide all information, data and documents required by Supanz to carry out the order in the form required by Supanz on the agreed dates and at his own expense and, upon request, support Supanz in analyzing problems and troubleshooting, coordinating processing orders and coordinating services. Changes in the client's work processes that may cause changes in the services to be provided to the client require prior coordination with Supanz with regard to their technical and commercial effects.
  4. Unless this is expressly included in Supanz's scope of services, the client will ensure a network connection at his own risk and expense.
  5. The client is obliged to treat the passwords and log-ins required to use Supanz's services confidentially.
  6. The client will also keep the data and information handed over to Supanz with him so that they can be reconstructed at any time in the event of loss or damage.
  7. The client will carry out all of his obligations to cooperate in a timely manner so that Supanz is not hindered in providing the services. The client ensures that Supanz and/or the third parties commissioned by Supanz have the necessary access to the client's premises to provide the services. The client is responsible for ensuring that the employees of its affiliated companies involved in the fulfillment of the contract or third parties commissioned by it cooperate accordingly in the fulfillment of the contract.
  8. If the client does not fulfill his obligations to cooperate on the agreed dates or to the extent intended, the services provided by Supanz are still considered to be in accordance with the contract, despite possible restrictions. Schedules for the services to be provided by Supanz will be postponed to an appropriate extent. The client will reimburse the resulting additional expenses and/or costs separately at the applicable rates.
  9. The client ensures that its employees and third parties attributable to it treat the facilities and technologies used by Supanz as well as any assets provided to it with care; the client is liable to Supanz for any damage.
  10. Unless otherwise agreed, the client's supplies and cooperation are free of charge.

13. Change Requests

Both contractual partners can request changes to the scope of services at any time (“change request”). However, a desired change must provide a precise description of the change, the reasons for the change, the impact on scheduling and the costs in order to give the addressee of the change request the opportunity to make an appropriate assessment. A change request only becomes binding with a legally valid signature from both contractual partners.

14. Performance Disturbances

  1. Supanz undertakes to provide the services in accordance with the contract. If Supanz does not provide the services at the scheduled times or only provides them inadequately, i.e. with significant deviations from the agreed quality standards, Supanz is obliged to begin correcting the defects immediately and to provide its services properly and free of defects within a reasonable period of time by repeating the services in question or carrying out necessary repair work at its discretion.
  2. If the defect is due to supplies or cooperation by the client or to a breach of the client's obligations in accordance with point 12.9, any obligation to remedy the defect free of charge is excluded. In these cases, the services provided by Supanz are still deemed to have been provided in accordance with the contract, despite possible restrictions. At the client's request, Supanz will repair the defect for a fee.
  3. If the defect is due to supplies or cooperation by the client or to a breach of the client's obligations in accordance with point 12.9, any obligation to remedy the defect free of charge is excluded. In these cases, the services provided by Supanz are still deemed to have been provided in accordance with the contract, despite possible restrictions. At the client's request, Supanz will repair the defect for a fee.
  4. The provisions of this point apply mutatis mutandis to any deliveries of hardware or software products or developments from Supanz to the client. The warranty period for such deliveries and services is 6 months. For any hardware or software products or third-party developments provided to the client by Supanz, the respective warranty conditions of the manufacturer of these products take precedence over the provisions of this point. Supanz reserves ownership of all hardware and software products it delivers until full payment has been made.

15. Penalty

  1. Supanz is obliged to adhere to the levels of fulfillment and recovery times specified in the service/maintenance contract according to priorities. If Supanz exceeds the restoration time limits specified in the service/maintenance contract, Supanz must pay penalties to the client for each hour of the exceedance until actual restoration (fulfillment) according to the service/maintenance contract.
  2. The penalties mentioned above are capped at 50% of the total annual salary per year. The assertion of any further claim for damages, unless in the case of intent or gross negligence, is excluded. If exceedances that result in a penalty occur, this notice must be reported immediately in writing.
  3. If Supanz cannot comply with the levels of fulfillment or restoration times specified in the service/maintenance contract because of third-party fault on the part of a third party (e.g. supplier to Supanz) (e.g. Internet or data connection from a provider fails or hardware damage or program errors for which a third party is responsible), Supanz is entitled to forward any penalty claim to the responsible third party or to hold itself harmless from them through recourse.

16. Liability

  1. Supanz is liable for damages within the scope of the statutory provisions if intent or gross negligence is proven. Liability for slight negligence is excluded. Compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third-party claims against Supanz is excluded in any case, to the extent permitted by law.
  2. If data backup is expressly agreed as a service, liability for loss of data differs from point 16.1. not excluded, but for the restoration of the data limited to a maximum of 10% of the order amount per case of damage, but a maximum of EUR 15,000.00 per case of damage. Warranty and damage claims by the client other than those stated in this contract - regardless of the legal basis - are excluded unless liability is mandatory due to intent or gross negligence that can be proven by the client.
  3. Liability for indirect damages - such as lost profits, costs associated with a business interruption, loss of data or claims from third parties - is expressly excluded.
  4. Claims for damages become statute-barred in accordance with the statutory provisions, but no later than one year from the date of knowledge of the damage and the person causing the damage.
  5. If Supanz performs the work with the help of third parties and warranty and/or liability claims arise against these third parties in this context, Supanz assigns these claims to the client. In this case, the client will give priority to this third party.
  6. Personal injury is excluded from the scope of all limitations of liability set forth in this Agreement.

17. Loyalty

The contractual partners commit themselves to mutual loyalty. You will refrain from any solicitation or employment, including through third parties, of employees who worked on the realization of the orders from the other contractual partner during the duration of the contract and 12 months after termination of the contract.

The contractual partner who violates this is obliged to pay flat-rate compensation amounting to one year's salary of the employee.

18. Personnel

If the client's employees are taken on by Supanz according to the agreements made between the contractual partners, a separate written agreement must be made.

19. Data protection, confidentiality

  1. When handling personal data, Supanz will comply with the provisions of the Data Protection Act and the Telecommunications Act and will take the technical and organizational measures necessary for data protection in Supanz's area of ​​responsibility. Supanz obliges its employees to comply with the provisions of Section 15 of the Data Protection Act.
  2. Supanz is not obliged to check the admissibility of the data processing commissioned by the client in terms of data protection regulations. The client must ensure that the transfer of personal data to Supanz and the processing of such data by Supanz are permissible.
  3. Supanz takes all reasonable measures to protect the client's data and information stored at Supanz's locations against unauthorized access by third parties. However, Supanz is not responsible if third parties still manage to gain access to the data and information in an unlawful manner.
  4. By concluding the contract, the client gives his consent that the data from this business transaction may also be transmitted to subcontractors of Supanz who are involved in the processing of this order.

20. Force Majeure

If and as long as obligations cannot be fulfilled on time or properly as a result of force majeure, such as war, terrorism, natural disasters, fire, strikes, lockouts, embargoes, sovereign interventions, failure of the power supply, failure of means of transport, failure of telecommunications networks or data lines, changes in the law affecting the services after conclusion of the contract or other unavailability of products or services, this does not constitute a breach of contract.

21. Term of the Agreement

  1. The contract comes into force upon signature by both contractual partners and/or upon receipt of the agreed payment and activation of the license key (in the case of license agreements) and runs for an indefinite period of time unless otherwise agreed in the contracts. The contract can be terminated by any contractual partner by registered letter with a notice period of 6 months, but at the earliest at the end of the minimum term agreed in the service/maintenance agreement or license agreement.
  2. Each contractual partner is entitled to terminate the contract early and without notice for good cause by sending a registered letter. An important reason exists in particular if the other contractual partner violates essential obligations from the contract despite a written warning and threat of termination or if bankruptcy or other insolvency proceedings are filed against the other contractual partner, opened or rejected due to lack of assets, or the services of the other contractual partner are hindered or prevented for a period of longer than six months as a result of force majeure.
  3. Supanz is also entitled to terminate the contract prematurely for good cause if essential parameters of the service provision have changed and for this reason Supanz can no longer be expected to continue the services from an economic point of view.
  4. Upon termination of the contract, the client must immediately return to Supanz all documents and documents provided to him by Supanz.
  5. Upon request, Supanz will support the client at the end of the contract at Supanz's respective hourly rates in returning the services to the client or a third party named by the client.
  6. Supanz notes that valid contracts are transferred or transferred to any legal successors.

22. Miscellaneous

  1. Any invalidity or unenforceability of individual provisions of this contract will not affect the effectiveness of the other contractual provisions. In this case, the invalid or unenforceable provision will be replaced by an effective or enforceable provision that comes as close as possible economically to the invalid or unenforceable provision.
  2. In the contract, the contractual partners name knowledgeable and competent employees who can make or initiate the necessary decisions.
  3. Changes and additions to the contract must be made in writing. This also applies to the lifting of this formal requirement.
  4. Any disposal of the rights or obligations arising from the contract requires the prior written consent of the other contractual partner. However, Supanz is entitled to transfer the contract to a company affiliated with Supanz, even without the consent of the client.
  5. Supanz is entitled to use third parties in whole or in part to fulfill its obligations.
  6. Unless otherwise agreed, Austrian law applies exclusively to the contractual relationship; The application of the IPRG and the UN Convention on Contracts for the International Sale of Goods is also excluded if the order is carried out abroad. For any disputes, the local jurisdiction of the relevant court for the registered office of Supanz GmbH (in Klagenfurt am Wörthersee) applies exclusively. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions only apply to the extent that the Consumer Protection Act does not necessarily provide for other provisions.
  7. These General Terms and Conditions are only authentic in the present German version and form the basis of the contractual relationship. If these General Terms and Conditions are also made available in other languages, this is only a service for international customers, but does not make the respective translation the basis of the contract.

23. Special conditions for purchasing software via online shops

  1. Contracts with Supanz are concluded exclusively in German.
  2. Before completing the order, the customer has the opportunity to check the details of his order again and correct any incorrect entries.
  3. The contract between the client and Supanz comes
    1. in the case of the payment method “Payment with credit card” by clicking on the “Pay now” button,
    2. In the case of the payment method “Payment to destination” by clicking the “Order now” button. / the transmission of the order confirmation by Supanz / the download of the software.

In any case, the software will only be transferred after payment has been received in the licensor's account.

  1. Supanz stores the client's order data. The client, for his part, has the option of saving the details of his order as part of the ordering process.
  2. If payment is processed via a payment service provider (e.g. PayPal, Paylife), the licensee may also have to accept the general terms and conditions of these service providers.

Download as PDF: Terms and Conditions Supanz GmbH