1.1 These GTC apply exclusively to entrepreneurs within the meaning of § 1 UGB. They also apply as a framework agreement for all future transactions, provided that NEVARO-IT refers to these GTC at each conclusion of a transaction and the customer accepts them.

1.2 Any conflicting, deviating or supplementary terms of the customer are expressly rejected and shall not become part of the contract even if NEVARO-IT performs services with knowledge of such terms.

1.3 Customers outside the EU/EEA expressly declare that they accept these GTC as binding contractual basis and shall comply without exception with the legal framework of the European Union as well as the law of the country where NEVARO-IT is established (Austrian law). Deviations, in particular the application of foreign law or foreign jurisdictions, shall only be effective if expressly agreed in a separate written contract and validly signed by NEVARO-IT.

1.3a The customer bears the full risk and all costs for the legal permissibility of using the services in its country of establishment (e.g., registrations, taxes, permits, import/export, sanctions). NEVARO-IT does not owe any legal review or compliance services outside the EU.

1.4 Amendments to these GTC for continuing obligations (e.g., SaaS/Managed Services) are permissible if they are objectively justified (e.g., security, law/regulation, third-party end-of-life), do not place the customer at a gross disadvantage, and are announced in writing at least 30 days before they take effect. If the customer objects within this period, NEVARO-IT is entitled to terminate the continuing obligation as of the effective date of the amendment.

2.1 Services are provided as a service contract unless expressly agreed in writing as a contract for work and services. A specific economic or technical result is not owed.

2.2 NEVARO-IT is free to determine the method of work, place of performance and the use of vicarious agents/subcontractors, unless written security or compliance requirements have been agreed.

2.3 Service descriptions, schedules and target values are planning figures and do not constitute a guarantee/assurance of specific results unless expressly designated as a “guarantee” in writing.

3.1 The customer shall provide all necessary information, access, licenses, data, contact persons, approvals and permits in due time and at its own expense and shall ensure a technically functional environment.

3.2 Delays, additional costs or quality reductions due to missing/late cooperation or changes within the customer’s sphere of responsibility shall be borne in full by the customer; deadlines shall be extended accordingly.

3.3 If the customer causes standstill (e.g., missing access/approvals), NEVARO-IT is entitled to charge provable standby/standstill time based on actual effort. Fixed dates may be rescheduled.

4.1 All prices are net in euros plus statutory VAT.

4.2 Billing is carried out per commenced 15 minutes. Travel time counts as working time; expenses and out-of-pocket costs are charged additionally against receipts.

4.3 Indexation: Recurring fees (SaaS/Maintenance/Managed Services) are adjusted annually in accordance with the CPI 2020 (or successor index). Failure to assert an adjustment shall not constitute a waiver.

4.4 Price adjustments of up to 10% per year do not entitle the customer to a special termination right; above that, the customer has a special termination right as of the adjustment date.

5.1 Invoices are due immediately upon receipt without deduction unless expressly agreed otherwise in writing.

5.2 In case of late payment, default interest pursuant to § 456 UGB (9.2 percentage points above the base interest rate) applies as well as reimbursement of reminder, collection and legal enforcement costs.

5.3 In the event of late payment or justified doubts about the customer’s ability to pay, NEVARO-IT is entitled to suspend services in whole or in part and to demand advance payment or reasonable security.

5.4 Usage rights, activations, provision of access credentials and delivery of artefacts shall only transfer after full payment of all due claims.

6.1 The customer shall inspect services without undue delay. Defects must be reported in writing and in detail without undue delay; hidden defects without undue delay after discovery.

6.2 If a timely and detailed defect notice is not submitted, the service shall be deemed approved. (B2B duty to give notice / “without undue delay”).

6.3 The presumption under § 924 ABGB is, to the extent legally permissible, limited in business-to-business relations; the burden of proof for the existence of a defect lies with the customer.

6.4 In the event of a justified and timely notice of defects, NEVARO-IT shall remedy the defect or provide a replacement at its discretion. Further claims exist only in accordance with the liability provisions.

7.1 NEVARO-IT is liable only for intent and gross negligence. In cases of slight negligence, NEVARO-IT is liable only for breaches of essential contractual obligations and only for the typically foreseeable damage.

7.2 Liability is limited in amount to the order value of the last 6 months, but in any event to a maximum of EUR 50,000 per claim and in aggregate.

7.3 Any liability is excluded, to the extent legally permissible, for loss of profit, indirect damages, consequential damages, data loss, production downtime, purely financial loss, and third-party claims.

7.4 Mandatory statutory liability (e.g., personal injury) remains unaffected.

8.1 Availability commitments are binding only if set out in a written SLA. Maintenance windows, security updates and emergency measures are deemed contract-compliant.

8.2 NEVARO-IT is entitled to further develop software and to change functions, provided that the contractually owed core functionality remains intact. Changes due to security/compliance/EOL reasons are deemed objectively justified.

8.3 The customer is responsible for its own data backups unless a backup/restore service has been expressly agreed in writing.

9.1 To the extent that third-party products/infrastructure are used, their license, usage and service terms apply additionally and/or with priority.

9.2 Changes, outages, price adjustments or EOL/deprecations by third parties are outside NEVARO-IT’s responsibility; resulting additional services shall be compensated separately.

10.1 The customer undertakes not to solicit, hire or engage, directly or indirectly, any employees or subcontractors of NEVARO-IT during the term and for 24 months after termination.

10.2 In case of breach, a contractual penalty of EUR 50,000 per affected person is due; the right to claim damages exceeding this amount remains reserved.

11.1 Austrian substantive law applies. The choice of law is made pursuant to the Rome I Regulation. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

11.2 Exclusive jurisdiction is, insofar as permitted under the Brussels Ia Regulation, the court having subject-matter jurisdiction at the registered seat of NEVARO-IT.

11.3 If individual provisions are or become invalid, the validity of the remaining provisions shall remain unaffected.