General Terms and Conditions (GTC)

Last updated: July 28, 2026

Provider:

Silvertip IT-Solutions GmbH

Grabenweg 68, 6020 Innsbruck, Austria

Commercial Register Number: FN 599795b
VAT Number: ATU79178079
Tax Number: 81 483/0535

(hereinafter referred to as the „Contractor“)

§ 1 Scope of Application

These General Terms and Conditions (GTC) apply to all contracts, deliveries, and services between the Contractor and its clients (hereinafter referred to as the „Client“) in the areas of software development, software support, and the operation of software and IT solutions.
These GTC apply exclusively to business-to-business (B2B) transactions with entrepreneurs within the meaning of § 1 para. 1 no. 1 of the Austrian Consumer Protection Act (KSchG) as well as to legal entities under public law. Transactions with consumers within the meaning of the KSchG are not covered by these GTC.
The GTC shall apply in the version valid at the time the contract is concluded. General terms and conditions of the Client shall not become part of the contract, even if the Contractor does not explicitly object to them or performs the service without reservation.
Deviating, conflicting, or supplementary conditions shall only apply insofar as they have been explicitly acknowledged in writing by the Contractor.

§ 2 Subject Matter and Scope of Services

The subject matter of the contract is the provision of IT services, in particular:
- Custom software development, rapid prototyping, and the creation of MVPs and tailored applications;
- The digitalization and automation of business processes;
- Consulting, conceptual design, and architecture services, including services in the field of AI/ML and cloud infrastructure;
- Software support, maintenance, and care;
- The operation of software and cloud solutions (hosting, managed services).
The specific scope of services is determined by the respective individual contract, the offer, the order confirmation, or a separately agreed statement of work (e.g., specifications, Service Level Agreement). In the event of a contradiction, the provisions of the individual contract shall take precedence over these GTC.
Unless a specific condition or concrete result has been explicitly guaranteed in writing, the Contractor owes the professional provision of the service (contract for work or free service contract, depending on the type of service), but not any economic success beyond this.
Performance and delivery dates are only binding if they have been explicitly designated as binding in writing. Specified dates shall be postponed reasonably if the Client fails to provide necessary cooperation in a timely manner.

§ 3 Offer and Conclusion of Contract

Offers made by the Contractor are subject to change and non-binding, unless they are explicitly designated as binding. Unless otherwise stated, binding offers are valid for 30 days from the date of the offer.
A contract is concluded by the Contractor's written order confirmation, by the signing of an individual contract, or by the actual commencement of the provision of services.
Unless explicitly agreed otherwise, cost estimates are non-binding. No guarantee is given for their accuracy.

§ 4 Client's Obligations to Cooperate

The Client shall provide the Contractor with all information, documents, data, access rights, and resources required for the performance of the services in a timely, complete, and suitable manner.
The Client shall appoint a technically competent contact person with the necessary decision-making authority.
The Client ensures that they possess all necessary rights (in particular rights of use and copyrights) to the content, data, and materials provided, and that their use does not infringe upon the rights of third parties.
The Client is solely responsible for the regular and appropriate backup of their data, unless data backup is explicitly part of the agreed scope of services (e.g., as part of hosting operations).
If the Client fails to fulfill their obligations to cooperate, or fails to do so in a timely manner, the Contractor is relieved of the resulting performance obligations and deadlines accordingly. Additional expenses will be billed on a time and materials basis.

§ 5 Software Development, Acceptance, and Changes

In the case of custom software development, services are provided based on the agreed specifications. The Contractor is entitled to use suitable tools, libraries, frameworks, and AI-supported development methods.
Upon completion of a definable deliverable or an agreed milestone, acceptance (Abnahme) by the Client shall take place. The Client must inspect the deliverables without delay, but no later than within 14 days, and report any defects in writing.
Acceptance is deemed granted if the Client does not report any material defects in writing within the inspection period or if the Client puts the deliverable into productive use. Minor defects do not entitle the Client to refuse acceptance.
Requests for changes and enhancements (Change Requests) require a separate agreement. The Contractor shall inform the Client of the impact on effort, deadlines, and remuneration. Until an agreement is reached, work will continue based on the original contract.

§ 6 Support, Maintenance, and Operations

If support, maintenance, or operational services are agreed upon, the scope, response times, and availability shall be governed by the respective individual contract or the agreed Service Level Agreement (SLA).
Without an explicit SLA agreement, the Contractor provides support and maintenance services during normal business hours (Monday to Friday, 09:00 to 17:00, excluding statutory holidays in Tyrol/Austria) on a time and materials basis and without guaranteeing specific availability or response times.
When operating solutions on third-party cloud infrastructure (e.g., Google Cloud, Microsoft Azure), the terms and availability commitments of the respective providers apply additionally. The Contractor is not liable for outages, restrictions, or changes caused by these third-party providers.
Maintenance- and operations-related interruptions (e.g., updates, patches) will, whenever possible, be announced in advance and scheduled during off-peak hours.

§ 7 Remuneration and Payment Terms

Remuneration is based on the agreed offer. In the absence of a deviating agreement, billing is based on actual effort at the Contractor's currently valid hourly or daily rates.
All prices are net plus statutory value-added tax (VAT) as well as any expenses, travel costs, and third-party costs.
Unless otherwise agreed, invoices are due for payment without deduction within 14 days of the invoice date.
For ongoing support and operational services, billing occurs periodically (e.g., monthly) in advance, unless otherwise agreed.
In the event of default in payment, the Contractor is entitled to charge default interest at a rate of 9.2 percentage points above the base interest rate (§ 456 UGB) as well as the costs of appropriate collection and recovery measures, including a lump-sum dunning fee of EUR 40.00.
In the event of default in payment, the Contractor is entitled, after an unsuccessful reminder and the setting of a reasonable grace period, to suspend ongoing services, in particular support and operational services, until full payment has been received.
The Client may only offset claims against the Contractor with undisputed or legally established counterclaims. A right of retention for the Client only exists with respect to the same contractual relationship.
Value protection (indexation) of the remuneration is agreed upon for ongoing support and operational services. The measure used to calculate the change in value is the Consumer Price Index (CPI 2025 / VPI 2025) published monthly by Statistics Austria, or any index replacing it. Adjustments will be made annually at the beginning of each year.

§ 8 Delivery Periods and Default

Agreed periods and deadlines are only binding if they have been explicitly designated as binding in writing.
Events of force majeure as well as circumstances for which the Contractor is not responsible (e.g., failure of third-party providers, supply bottlenecks, governmental measures, cyberattacks) shall extend deadlines reasonably.
In the event of a delay for which the Contractor is responsible, the Client must grant a reasonable written grace period of at least 14 days before asserting any further rights.

§ 9 Rights of Use and Intellectual Property

Upon full payment of the agreed remuneration, the Contractor grants the Client a non-exclusive license (Werknutzungsbewilligung), unlimited in time and territory, to use the work results created under the contract (in particular custom-developed software) for the contractually agreed purpose, unless otherwise agreed. The granting of an exclusive right of use (exklusives Werknutzungsrecht) requires an explicit agreement in the individual contract.
Until full payment is made, all rights to the work results remain with the Contractor (retention of title).
The Contractor remains entitled to unrestrictedly use pre-existing know-how, general concepts, methods, ideas, tools, libraries, and reusable components ("Background IP") for other projects as well. No transfer of these rights occurs.
For any standard software, open-source components, and third-party products used, the respective license terms of the rights holders apply exclusively.
The Contractor is entitled to name the Client as a reference, stating their name and a general description of the project, provided the Client does not object to this in writing.

§ 10 Warranty

The Contractor warrants the professional provision of the agreed services. According to the state of the art, it is not guaranteed that software will be completely error-free or uninterruptedly available.
The Client must report defects in writing and in a comprehensible manner (including a description of symptoms and reproduction steps) immediately upon discovery, but no later than within 14 days. § 377 UGB (Austrian Commercial Code) applies.
The Contractor is initially entitled to rectify the defect (improvement) or provide a replacement within a reasonable period. Only if this fails, the Client is entitled to further statutory warranty remedies.
Insofar as legally permissible, the warranty period is six months from acceptance or provision of the service. The presumption of defectiveness pursuant to § 924 ABGB is shortened to a period of six weeks.
No warranty is provided for defects resulting from specifications, data, or software provided by the Client, from improper use, unauthorized interventions, modifications by third parties, or errors caused by third-party providers or third-party infrastructure, or due to the inherent unpredictability of results generated by AI models (e.g., hallucinations of language models), provided the Contractor has complied with the state of the art.

§ 11 Liability

The Contractor bears unlimited liability for damages resulting from injury to life, body, or health, as well as for damages caused by intent or gross negligence, and under mandatory statutory provisions (in particular the Austrian Product Liability Act / PHG).
In cases of slight negligence, the Contractor is only liable for the breach of primary contractual obligations (vertragliche Hauptpflichten), and such liability is limited in amount to the foreseeable damage typical for the contract.
Liability for slight negligence per claim is limited in amount to the net order volume agreed upon for the respective contract year for the contract in question, but not exceeding EUR 50,000.00.
Liability for lost profits, indirect damages, consequential damages, loss of data or information, and pure financial losses is excluded in cases of slight negligence.
For the recovery of data, the Contractor is only liable if the Client has ensured appropriate and regular data backups so that the data can be recovered with reasonable effort; in this case, liability is limited to the typical recovery effort.
The Contractor is not liable for outages, errors, or security incidents caused by third-party providers (e.g., cloud providers, telecommunications, or software providers).
Claims for damages expire, to the extent legally permissible, within one year from knowledge of the damage and the damaging party, but no later than within the statutory limitation periods. The above limitations of liability do not apply to damages as defined in para. 1.

§ 12 Confidentiality and Data Protection

The contracting parties undertake to keep confidential all confidential information of the respective other party obtained within the scope of the cooperation and to use it only for contractual purposes. This obligation shall continue to apply after termination of the contractual relationship.
If the Contractor processes personal data on behalf of the Client, the parties shall conclude a separate Data Processing Agreement pursuant to Art. 28 GDPR. Both parties shall comply with the provisions of the GDPR and the Austrian Data Protection Act (DSG).
The Contractor is entitled to use suitable subcontractors and data processors (e.g., cloud providers), provided that data protection requirements are maintained.

§ 13 Term and Termination

Project contracts end upon complete provision and acceptance of the agreed services.
Continuing obligations (in particular support and operational contracts) run for an indefinite period of time, unless otherwise agreed, and may be terminated in writing by either party subject to a notice period of three months to the end of a calendar month.
The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the event of significant default in payment, severe breach of contract, or insolvency of a party.
Any termination must be in writing to be valid.
Upon termination of an operational contract, the Contractor shall assist the Client to a reasonable extent with the orderly handover (data export, migration) against separate remuneration.

§ 14 Force Majeure

Events of force majeure that significantly impede or make it impossible for the Contractor to provide the service shall relieve the Contractor of its obligation to perform for the duration of the disruption. Force majeure includes, in particular, natural disasters, war, strikes, pandemics, governmental measures, large-scale power or network outages, cyberattacks, and failures of essential third-party providers.

§ 15 Final Provisions

Amendments and additions to this contract must be made in writing. This also applies to a waiver of the written form requirement.
Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be deemed replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
The transfer of rights and obligations from this contract by the Client to third parties requires the prior written consent of the Contractor.
Austrian law shall apply exclusively, excluding the conflict of law rules of international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).
The factually competent court in Innsbruck, Austria, is agreed upon as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract.
The place of performance is the Contractor's registered office in Innsbruck.