General Terms and Conditions

This is a translation of the German “Allgemeine Geschäftsbedingungen” provided for convenience. The contractual relationship is governed by Austrian law (see section 16); in the event of any discrepancy, the German version prevails.

Scope of Contract and Validity
Services and Acceptance Testing
Availability
Prices, Taxes and Fees
Delivery Date
Payment
Right of Withdrawal for Austrian Consumers in Distance Contracts
Copyright and Use
Right of Rescission
Warranty, Maintenance, Modifications
Liability
Loyalty
Prize Competitions
Data Protection, Confidentiality
Miscellaneous
Final Provisions

1. Scope of Contract and Validity

1.1. These General Terms and Conditions (hereinafter “GTC”) apply to all legal transactions and contracts between ION Solutions GmbH (hereinafter “the Contractor” or “ION Solutions”) and the Client, unless expressly agreed otherwise in writing or mandatorily prescribed by law. Insofar as they do not conflict with these GTC (express subsidiarity), the standard terms and conditions of Austrian advertising agencies proposed by the Austrian Federal Economic Chamber shall apply, as shall the customs of the printing trade, the standard terms and conditions for the sale and supply of organisational and programming services and licences to use software products, for operator services in information technology, and for the sale and supply of software support services. The versions valid at the time the contract is concluded shall be authoritative in each case.

1.2. These GTC also apply to all future contractual relationships, and therefore also where no express reference is made to them in supplementary contracts.

1.3. All orders and agreements are legally binding only if signed by the Contractor in writing and in accordance with company signing rules, and are binding only to the extent specified in the order confirmation. The Client’s purchasing conditions are hereby excluded for the present legal transaction and for the entire business relationship. Offers are generally without obligation.

1.4. Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions or of the contracts concluded on the basis of them. The invalid provision shall be replaced by a valid provision which comes closest to it in meaning and economic purpose.

1.5. ION Solutions is bound by its offers for 14 days after delivery. For the offered legal transaction to become effective, the declaration of acceptance must be received by ION Solutions in writing within this period. The notice period for services obtained is 6 months.

1.6. Any amendment by the Client to an offer made by ION Solutions — even where such amendments are made in the course of an order or a declaration of acceptance — constitutes an offer by the Client to ION Solutions with a one-month acceptance period. Telephone services do not require an offer and are charged to the Client at the current hourly rate.

2. Services and Acceptance Testing

2.1. The subject matter of an order may be:

Development of organisational concepts
Global and detailed analyses
Creation of custom programs
Creation of graphics / media
Supply of graphics / media
Supply of library (standard) programs
Acquisition of usage rights for software products
Acquisition of licences to use works
Assistance with commissioning (migration support)
Telephone consulting
Program maintenance
Creation of program media
Other services

2.2. The development of individual organisational concepts and programs is carried out according to the nature and scope of the binding information, documents and resources provided in full by the Client. This also includes practical test data and adequate testing facilities, which the Client shall provide in good time, during normal working hours and at its own expense. If the Client is already working in live operation on the system made available for testing, responsibility for securing the live data lies with the Client.

2.3. The basis for the creation of custom programs is the written service specification, which the Contractor prepares against costing on the basis of the documents and information made available to it, or which the Client provides. This service specification is to be checked by the Client for accuracy and completeness and endorsed with its approval. Requests for changes arising later may lead to separate agreements on schedule and price.

2.4. Individually created software and program adaptations require program acceptance by the Client for the respective program package no later than two weeks after delivery. This may, for example, be confirmed by the Client in a protocol. (Verification of accuracy and completeness against the service specification accepted by the Contractor, using the test data provided as set out in section 2.2.) If the Client allows the two-week period to elapse without program acceptance, the delivered software shall be deemed accepted as at the end date of that period. If the Client uses the software in live operation, the software shall in any event be deemed accepted. Any defects that arise — that is, deviations from the service specification agreed in writing — shall be reported by the Client to the Contractor with adequate documentation, and the Contractor shall endeavour to remedy them as quickly as possible. Where material defects have been reported in writing, meaning that live operation cannot be commenced or continued, renewed acceptance is required after the defects have been remedied. The Client is not entitled to refuse acceptance of software on account of immaterial defects.

2.5. When ordering library (standard) programs, the Client confirms by placing the order that it is aware of the scope of services of the programs ordered.

2.6. Should it emerge in the course of the work that execution of the order in accordance with the service specification is impossible in fact or in law, the Contractor is obliged to notify the Client immediately. If the Client does not amend the service specification accordingly, or does not create the conditions making execution possible, the Contractor may refuse execution. If the impossibility of execution is the result of an omission by the Client or of a subsequent change to the service specification by the Client, the Contractor is entitled to withdraw from the order. The costs and expenses incurred for the Contractor’s work up to that point, as well as any dismantling costs, shall be reimbursed by the Client.

2.7. Program media, documentation and service specifications are dispatched at the Client’s cost and risk. Any training and explanations requested by the Client beyond this will be invoiced separately. Insurance is arranged only at the Client’s request.

3. Availability

ION Solutions guarantees availability of its web services (websites and other products hosted by ION Solutions) of 99% on an annual average. This excludes periods during which the server cannot be reached due to technical or other problems outside the control of ION Solutions (force majeure, fault of third parties, etc.).

4. Prices, Taxes and Fees

4.1. All prices are quoted in euros excluding value added tax and ancillary costs (such as postage, freight and shipping costs). Ancillary costs are invoiced separately. Cost estimates given by ION Solutions in an offer are non-binding. They apply only to the order in question. The prices stated are ex the Contractor’s registered office or place of business. The costs of program media (e.g. CDs, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) and any contract fees are invoiced separately.

4.2. The fees agreed with the Contractor are index-linked. They change (increase / decrease) in the same proportion as the consumer price index published by the Austrian Central Statistical Office. The basis of calculation is the Consumer Price Index 2014 (CPI) published on an ongoing basis by the Austrian Central Statistical Office, or an index replacing it. The starting basis for calculating the index adjustment is the index figure published for the month in which the contract commences. Every change in the index figure of the Consumer Price Index 2014, or of a substitute index linked to it, results in a corresponding change to the fee. The fee is adjusted by 100% of the increase. Increase amounts may, at the Contractor’s discretion, also be invoiced to the Client retrospectively. Should the underlying index no longer be published, the index published in its place shall serve as the basis for index-linking, or, failing such an index, the one most closely corresponding to the index previously published.

4.3. For library (standard) programs, the list prices valid on the day of delivery apply. For all other services (organisational consulting, programming, training, migration support, telephone consulting, etc.), the work performed is charged at the rates valid on the day the service is rendered. Deviations from the time expenditure underlying the contract price which are not attributable to the Contractor are charged according to actual incurrence.

4.4. The costs of travel, daily and overnight allowances are invoiced to the Client separately at the applicable rates. Travel time counts as working time.

5. Delivery Date

5.1. The Contractor endeavours to meet the agreed dates of performance (completion) as precisely as possible. To be legally effective, delivery dates require written confirmation by ION Solutions.

5.2. The targeted performance dates can be met only if the Client provides all necessary work and documents in full by the dates specified by the Contractor — in particular the service specification accepted by the Client pursuant to section 2.3 — and fulfils its obligation to cooperate to the required extent. Delays in delivery and cost increases arising from incorrect, incomplete or subsequently amended particulars and information, or documents provided, are not the responsibility of the Contractor and cannot result in the Contractor being in default. Any additional costs arising from this shall be borne by the Client.

5.3. In the case of orders comprising several units or programs, the Contractor is entitled to make partial deliveries and to issue partial invoices.

6. Payment

6.1. Invoices issued by the Contractor, including value added tax, are payable no later than 14 days from receipt of the invoice, without any deduction and free of charges. The payment terms laid down for the overall order apply analogously to partial invoices.

6.2. In the case of orders comprising several units (e.g. programs and/or training, implementation in partial stages), the Contractor is entitled to invoice after delivery of each individual unit or service.

6.3. Compliance with the agreed payment dates is an essential condition for the Contractor’s performance of the delivery or the contract. Failure to comply with the agreed payments entitles the Contractor to suspend the work in progress and to withdraw from the contract. All associated costs and lost profit shall be borne by the Client. In the event of late payment, default interest at the customary bank rate will be charged. If two instalments of a payment-by-instalments arrangement are not met, the Contractor is entitled to declare acceleration of payment and to call in any accepted bills.

6.4. The Client is not entitled to withhold payments on account of incomplete overall delivery, guarantee or warranty claims, or complaints.

6.5. The monthly instalments are agreed to be index-linked and are tied to the monthly Consumer Price Index 2014 published by the Austrian Central Statistical Office. The starting basis for this index-linking is the index figure published for November 2014. The adjustment takes place once a year with effect from 1 January of each year, by the percentage by which the index figure of the Consumer Price Index 2014 published for the month of November of the respective year has changed compared with the index figure for November of the preceding year (in the case of the first adjustment, compared with the base figure). Increase amounts may, at the discretion of ION Solutions, also be invoiced retrospectively. Should the Consumer Price Index 2014 no longer be published, a successor index or the next most similar index shall be deemed agreed. Additional claims and refund claims arising from the effects of the index-linking provisions in respect of the past are permissible for a period of three years.

7. Right of Withdrawal for Austrian Consumers in Distance Contracts

7.1. In light of new EU consumer rights, the Contractor takes the liberty of informing the Client about the scope of the rights to which it is entitled before commencing work. Please note that the following instructions on rescission and withdrawal apply only to consumers.

If the Client is a consumer within the meaning of the Austrian Consumer Protection Act (KSchG) or the Consumer Rights Directive Implementation Act 2014 (VRUG), a contract concluded with the Client at a distance or off business premises within the meaning of §§ 1 et seq. FAGG may be withdrawn from within 14 working days without giving reasons. Saturday does not count as a working day. For contracts for the provision of services, the withdrawal period is 14 days from the day the contract is concluded (§ 11 para. 2 no. 1 FAGG). The Client confirms that it has been instructed about the content, the conditions and the consequences of the statutory right of withdrawal for consumers under the EU Consumer Rights Directive (in short, “FAGG”), and acknowledges that in order to exercise its right of withdrawal it must inform the Contractor of its decision to withdraw from this contract by means of an unequivocal statement (e.g. a letter sent by post, or email). The Client is aware that it may use the attached model withdrawal form, but that this is not mandatory. To meet the withdrawal deadline, it is sufficient that the communication concerning the exercise of the right of withdrawal is dispatched before the withdrawal period expires, to:

ION Solutions GmbH, Ing. Edvin Kuric BSc, Rappachgasse 49/8/13, 1110 Vienna Email: office@ion-solutions.at Company register number: FN 639313t Company register court: Vienna Commercial Court

If, however, the Client wishes the Contractor to begin work early, within the running withdrawal period, it expressly acknowledges that it thereby loses the aforementioned right of withdrawal (§ 18 para. 1 FAGG).

7.2. Pursuant to § 5f KSchG, there is no right of withdrawal from contracts for services where, by agreement with the consumer, performance begins within seven working days of the conclusion of the contract (§ 5e para. 2, first sentence).

7.3. Model withdrawal form If you wish to withdraw from the contract, please complete this form or use this wording and return it to:

ION Solutions GmbH, Ing. Edvin Kuric BSc, Rappachgasse 49/8/13, 1110 Vienna Email: office@ion-solutions.at Company register number: FN 639313t Company register court: Vienna Commercial Court

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the purchase of the following goods (*)/the provision of the following service (*) Ordered on (*) …………………………………………………………………………………………………… Received on (*) …………………………………………………………………………………………………. Name of consumer(s) ………………………………………………………………………………………… Address of consumer(s) …………………………………………………………………………………….. ………………………………………………………………………………………………………………………… Signature of consumer(s) (only if this form is notified on paper) ………………………………………………………………………………………………………………………… Date …………………………………………………………………………………………………………………. (*) delete as appropriate

8. Copyright and Use

8.1. All copyrights in the agreed services (programs, documentation, etc.) belong to the Contractor or its licensors. The Client receives solely the right, after payment of the agreed fee, to use the software exclusively for its own purposes, only on the hardware specified in the contract, and to the extent of the number of licences acquired for simultaneous use at multiple workstations. The present contract confers only a licence to use the work. Distribution by the Client is excluded under the Copyright Act. The Client’s participation in the production of the software does not confer any rights beyond the use laid down in the present contract. Any infringement of the Contractor’s copyrights gives rise to claims for damages, in which case full satisfaction shall be made.

8.2. The Client is permitted to make copies for archiving and data backup purposes on condition that the software contains no express prohibition by the licensor or a third party, and that all copyright and proprietary notices are transferred unchanged into these copies.

8.3. Should disclosure of the interfaces be necessary in order to establish interoperability of the software in question, the Client shall commission this from the Contractor against reimbursement of costs. If the Contractor does not comply with this request and decompilation takes place in accordance with the Copyright Act, the results are to be used exclusively for establishing interoperability. Misuse results in liability for damages.

9. Right of Rescission

9.1. In the event that an agreed delivery time is exceeded by 120 days through the sole fault or unlawful conduct of the Contractor, the Client is entitled to rescind the order concerned by registered letter, provided that the agreed service is not performed in material part even within a reasonable period of grace (at least 14 days) and the Client is not at fault in this respect.

9.2. Force majeure, labour disputes, natural disasters and transport embargoes, as well as other circumstances beyond the Contractor’s control, release the Contractor from the obligation to deliver or permit it to redetermine the agreed delivery time.

9.3. Cancellations by the Client are possible only with the written consent of the Contractor. If the Contractor agrees to a cancellation, it is entitled to charge, in addition to the services rendered and costs incurred, a cancellation fee amounting to 50% of the not-yet-invoiced order value of the overall project.

9.4. The Client must assert and substantiate any complaints in writing (by registered letter) within three days of performance by the Contractor. Claims for damages by the Client — in particular for default, impossibility of performance, positive breach of contract, fault in concluding the contract, defective or incomplete services, consequential damage caused by a defect, or tort, with the exception of personal injury — are excluded unless they are based on intent or gross negligence on the part of the Contractor. This applies mutatis mutandis to damage attributable to third parties engaged by the Contractor. Any further no-fault liability of the Contractor, in particular warranty claims, is excluded.

9.5. ION Solutions gives no warranty that the delivery or service corresponds to the Client’s taste. Accordingly, no claims of any kind whatsoever accrue to the Client on grounds of design, appeal and/or taste, in particular not on the grounds of warranty, damages or avoidance for mistake.

9.6. In the area of IT and online projects, ION Solutions is not liable for use of the delivered goods in breach of contract or law, nor for abusive or unlawful access or interference by third parties. ION Solutions bears no liability whatsoever for interruptions to internet services and software that are outside the control of ION Solutions. ION Solutions gives no warranty that all ION Solutions services are accessible without interruption or that the desired connections can always be established. Furthermore, no warranty is given that stored data will be preserved under all circumstances. ION Solutions is not liable for the acts of third parties in the event of program changes, changes to the technical framework conditions or in the network area, and assumes no responsibility whatsoever for damage caused to the Client by third parties in the course of operation or through its failure. In addition, ION Solutions reserves periods of downtime for system maintenance and administration of the ION Solutions servers, which do not require explicit notification. In order to ensure technically faultless operation, the relevant technical guidelines (for internet services, the relevant RFC documents) must be observed. In the event of technical faults caused by the Client, the access authorisation concerned may be blocked until they are remedied. The Client is liable for the damage it causes. ION Solutions bears no liability where access to, or the faultless operation of, the Client’s websites is impossible due to firewall configurations or settings of the Client or other third parties.

9.7. For the rest, the Client acknowledges and accepts that with software it is not possible to exclude every error, or to produce software that works entirely without errors.

10. Warranty, Maintenance, Modifications

10.1. Notices of defects are valid only if they concern reproducible defects and if they are made in documented written form within 4 weeks of delivery of the agreed service or, in the case of custom software, after program acceptance pursuant to section 2.4. In the case of warranty, remedy shall in any event take precedence over price reduction or rescission. Where a notice of defects is justified, the defects will be remedied within a reasonable period, with the Client enabling the Contractor to take all measures necessary for investigation and remedy. The presumption of defectiveness under § 924 ABGB is deemed excluded.

10.2. Corrections and additions which prove necessary before handover of the agreed service on account of organisational or programming defects for which the Contractor is responsible will be carried out by the Contractor free of charge.

10.3. Costs for assistance, misdiagnosis and the rectification of errors and faults for which the Client is responsible, as well as other corrections, changes and additions, will be carried out by the Contractor against payment. This also applies to the remedying of defects where program modifications, additions or other interventions have been made by the Client itself or by a third party.

10.4. Furthermore, the Contractor gives no warranty for errors, faults or damage attributable to improper operation, altered operating-system components, interfaces and parameters, use of unsuitable organisational resources and data media where such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions), or transport damage.

10.5. New web applications are implemented for the current and following versions of the Firefox and Chrome browsers, and Internet Explorer from version 11 onwards.

10.6. For programs subsequently modified by the Client’s own programmers or by third parties, any warranty by the Contractor ceases to apply.

10.7. Insofar as the subject matter of the order is the modification or extension of already existing programs, the warranty relates to the modification or extension. The warranty for the original program is not thereby revived.

11. Liability

The Contractor is liable for damage within the framework of the statutory provisions where intent or gross negligence is proven against it. Liability for slight negligence is excluded. Compensation for consequential damage and financial loss, savings not realised, loss of interest, and damage arising from claims by third parties against the Contractor is excluded in every case, to the extent legally permissible.

12. Loyalty

The contracting parties undertake to act loyally towards one another. They will refrain from soliciting or engaging, including through third parties, project contracts or employees of the other contracting party who have worked on the realisation of the orders, for the duration of the contract and for 12 months after its termination. A contracting party in breach of this is obliged to pay liquidated damages amounting to the project sum or to one annual salary of the employee.

13. Prize Competitions

In the case of prize competitions, the draw takes place with recourse to legal action excluded. The place of performance is Vienna. The prize cannot be redeemed for cash. Winners will be notified in writing. Participants consent to the processing of their data. For the main prize, personal collection of the prize within 3 weeks of notification is deemed agreed.

14. Data Protection, Confidentiality

The Contractor obliges its employees to comply with the provisions of § 15 of the Data Protection Act.

15. Miscellaneous

Should individual provisions of this contract be or become invalid, the remaining content of this contract shall not be affected thereby. The contracting parties will cooperate in partnership to find a provision that comes as close as possible to the invalid provisions.

16. Final Provisions

Unless otherwise agreed, the statutory provisions applicable between merchants apply exclusively under Austrian law, even where the order is carried out abroad. For any disputes, the local jurisdiction of the court with subject-matter jurisdiction for the Contractor’s registered office is exclusively deemed agreed. For sales to consumers within the meaning of the Consumer Protection Act, the foregoing provisions apply only insofar as the Consumer Protection Act does not mandatorily provide otherwise.