B2B terms

This English text is a courtesy translation. The German B2B terms are authoritative.

1. Provider, scope, and B2B restriction

These terms apply to services provided by Simon Marcel Schlieber, schlieber.net, Bienengasse 5, Tür 6, 1060 Vienna, Austria (the “Contractor”) to businesses within the meaning of section 1 of the Austrian Consumer Protection Act (KSchG) (the “Client”).

Consumer contracts are excluded. This also includes a transaction by a natural person before starting a business where Austrian law does not yet classify it as a business transaction. Anyone instructing the Contractor for an organisation confirms that they have authority to do so.

These terms apply only when supplied to the Client in text form before contract formation or otherwise demonstrably agreed. Client terms apply only if expressly accepted by the Contractor in text form.

2. Order of precedence and contract formation

The following order applies to a mandate:

1. the individually signed offer, engagement letter, or statement of work;
2. expressly incorporated data-processing, security, support, or licence schedules;
3. the cancellation and termination terms;
4. these terms.

Website copy, exploratory discussions, estimates, and offers not identified as binding are non-binding. A contract is formed only by mutual signature, express order confirmation or, if online ordering is later enabled, server-confirmed acceptance. The individual contract document defines scope, fee, and material dates.

3. Nature and subject of services

Services may include:

• independent IT advice and decision support;
• solution, infrastructure, cloud, identity, and security architecture;
• analysis, concepts, specifications, and decision artefacts;
• software development, adaptation, integration, and testing;
• technical implementation leadership with the Client’s teams;
• governance, documentation, and evidence work;
• workshops, reviews, training, and expressly agreed maintenance or support.

The individual contract states whether work is a service, a result to be produced, or a combination of both under Austrian law. No commercial, regulatory, or technical outcome is promised unless expressly defined as a measurable obligation. Advice is not legal, tax, or regulatory representation; the Client remains responsible for its business decision.

4. Scope, assumptions, and change control

The agreed statement of work, including goals, exclusions, assumptions, interfaces, acceptance criteria and dependencies, is the basis of performance. The Client reviews it for accuracy and completeness before approval.

If scope, an assumption, a target environment, an interface, or a mandatory constraint changes, the parties document the impact on fee, timing, risk, and acceptance. The Contractor need not implement a change before the change request is agreed. Urgent measures to prevent an identifiable loss may be separately instructed after consultation.

If performance becomes factually or legally impossible, the Contractor informs the Client without undue delay. The Client adjusts the scope or conditions within a reasonable time. If the impediment arises within the Client’s sphere and no workable adjustment is made, the Contractor may terminate the affected part; work performed and unavoidable commitments remain payable.

5. Client cooperation

The Client supplies complete and usable information, decisions, access, test facilities, system descriptions, licences, responsible contacts, and approvals on time. It identifies in writing any special criticality, protection need, known incident, dependency, deadline, and potential impact of failure or error.

Unless expressly included in scope, the Client is responsible for:

• the legality of data, content, instructions, and access it provides;
• required internal, contractual, regulatory, and third-party approvals;
• appropriate production-data backups and tested restoration;
• secure operating environments, current base services, and control of changes made by it or third parties;
• representative test data and the decision to enter production.

Delay or extra work caused by late, incomplete, or changed cooperation extends affected dates reasonably and is charged under the agreed pricing basis. The Contractor gives timely notice of an identified impact.

6. Data protection, confidentiality, and subcontractors

Each party processes personal data under its own applicable obligations. Before the Contractor processes personal data on the Client’s behalf, the parties enter into an Article 28 GDPR data-processing agreement defining instructions, data, individuals, security measures, locations, and authorised subprocessors.

Both parties keep non-public business, technical, and organisational information confidential. This does not cover information demonstrably already known, lawfully obtained from a third party, independently developed, public, or required to be disclosed by binding authority. Trade secrets remain protected while their legal requirements continue; other confidential information remains protected for at least five years after contract end.

The Contractor may use qualified subcontractors unless the individual contract excludes this. They are bound to appropriate confidentiality. Subprocessors relevant under data-protection law are used only under the applicable data-processing agreement.

7. Security and operational dependencies

No IT system is absolutely secure or continuously available. The Contractor owes the written security functions, diligence, tests and evidence, not an unstated guarantee against every attack, misuse, outage or vulnerability.

The Client follows agreed operating, maintenance, backup, patch, and access requirements and reports security events, malfunction, and loss without undue delay. Both parties mitigate potential loss and preserve evidence appropriately. The Contractor is not responsible for an error caused solely by unapproved Client or third-party changes, unsuitable environments, unavailable external services, or use outside documented conditions.

Monitoring, response times, recovery objectives, on-call service, or continuous operations require a separate service description or service-level agreement. Without one, there is no round-the-clock monitoring or response obligation.

8. Accessibility and other compliance requirements

Mandatory law cannot be contracted out. Where a service is within the Austrian Accessibility Act or another mandatory regime, the individual contract records the applicable standard and allocation of responsibility.

Outside a mandatory regime, a particular accessibility or conformity level is owed only when expressly agreed. The Client reviews its content and the legal permissibility of the intended use; the Contractor identifies recognised technical deviations within its own scope.

9. Dates, partial performance, and handover

A date is binding only if expressly identified as binding. Dates depend on timely cooperation, available external systems, and unchanged assumptions. An impediment outside the Contractor’s responsibility extends the affected date by its duration plus reasonable restart time.

Severable parts may be delivered and invoiced under the agreed plan. Documentation, source code, configuration records, and transition services are supplied to the extent stated in the contract. Credentials for Client-owned systems remain under Client control and are handed over through the agreed process; privileged secrets do not belong in general documentation.

10. Acceptance of result-based work

Acceptance applies only to testable outcomes expressly contracted as result-based work. The Contractor gives notice that the result is ready and provides the agreed test facilities. The Client tests it within 15 business days, unless the offer states another period.

Acceptance may be refused only for a documented material defect. Minor defects are recorded and remedied within a reasonable time but do not prevent acceptance. Acceptance is deemed given if the Client:

• confirms it in writing;
• uses the result in production or beyond testing; or
• neither accepts nor identifies at least one material defect with sufficient detail during the test period,

provided the Contractor first notified the Client in text form of the start, duration, and these consequences. Statutory rights concerning fraudulently concealed defects remain unaffected.

11. Fees, expenses, invoices, and default

Prices are stated in euros. The Contractor currently applies the Austrian small-business exemption under section 6(1)(27) of the Austrian VAT Act. Where the exemption applies to a supply, VAT is neither charged nor shown separately and the invoice carries the exemption notice. Cross-border services, reverse charge, or a later change in tax treatment are handled as expressly stated under applicable law in the individual offer and invoice. Fixed fee, time and materials, milestones, travel, and external costs follow the individual contract. Travel time is working time unless agreed otherwise.

Invoices are electronic and due without deduction within 14 days of receipt. On late payment, statutory Austrian business-to-business default interest and the statutory recovery-cost lump sum apply; further necessary recovery costs remain recoverable to the extent permitted by law.

After an unsuccessful reminder and reasonable grace period, the Contractor may suspend affected services. Set-off is permitted only with an admitted or finally adjudicated counterclaim. A retention must be proportionate and tied to a specifically notified defect.

12. Usage rights and work products

Pre-existing methods, templates, libraries, tools, general knowledge, and independently developed components remain with their respective owner. After full payment, the Client receives the usage rights described in the contract for work created specifically for it. Without a more specific grant, this is a perpetual, non-exclusive, non-transferable right for the Client’s internal use for the agreed purpose.

Exclusive rights, source-code transfer, or sublicensing rights require express agreement. Third-party and open-source components remain subject to their licences. The Contractor identifies material third-party components included in a deliverable.

The Client’s name, mark, or engagement is not published without prior consent. General, non-confidential experience and know-how may be reused.

13. Warranty, maintenance, and updates

A defect exists where result-based work materially departs, at delivery or acceptance, from its expressly agreed characteristics. The Client describes the issue reproducibly, supplies necessary information and access, and meets business inspection and notification duties where section 377 of the Austrian Commercial Code applies.

Remedy has priority. The Contractor receives a reasonable opportunity to investigate and correct the defect. There is no warranty for effects of unapproved changes, unsuitable operating conditions, external components outside the agreed integration scope, or use contrary to documentation.

Unless the offer states a longer term, the warranty period for result-based work is six months from acceptance or, where acceptance is not required, delivery. Maintenance, support, adaptation to changed external systems, and updates are owed only to the expressly agreed extent; mandatory law remains unaffected.

14. Liability

The Contractor is liable under applicable law for intent, gross negligence, personal injury, and claims that cannot mandatorily be limited.

For slight negligence, the Contractor is liable only for breach of an essential contractual obligation whose performance enables the mandate and on which the Client would ordinarily rely. That liability is limited to the direct loss foreseeable at contract formation and, in total, to the net fee of the affected mandate; for recurring arrangements, at most the net fee of the preceding twelve months.

To the extent permitted by law, lost profit, indirect loss, production or business interruption, and third-party claims are excluded in cases of slight negligence. Data-loss liability is limited to reasonable restoration cost where proper backups exist, unless backup was expressly part of the services. Contributory fault, including missing backups or late notification, is taken into account.

These limitations also benefit persons and subcontractors used to perform the contract.

15. Third-party products, manufacturers, and partners

Third-party software, cloud services, hardware, and licences are additionally governed by their provider terms. Their availability, pricing, product changes, and provider decisions are outside the Contractor’s control. Where procurement or licensing is included, relevant provider terms are identified before purchase.

Manufacturer or partner relationships are disclosed before the mandate when relevant to a recommendation. Such a relationship does not change the agreed duty to advise the Client’s interests.

16. Suspension, cancellation, and termination

The cancellation and termination terms form part of these terms. The individual contract may set different rules for phases, reserved dates, external commitments, or recurring services.

Either party may terminate for material cause. A curable breach normally requires written notice and a reasonable cure period first. The Contractor may suspend immediately where continuation would foreseeably be unlawful or create a security risk; the Contractor informs the Client and supports an orderly decision on next steps.

17. Force majeure

Neither party is liable for delay caused by circumstances beyond its reasonable control despite appropriate preparation, including natural events, government measures, widespread infrastructure or telecommunications failure, war, civil unrest, or labour disputes. The affected party promptly informs the other and mitigates the impact. If the impediment continues beyond 30 days, either party may terminate the unperformable part; work already performed remains payable.

18. Governing law, dispute resolution, and jurisdiction

Austrian law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties first attempt in good faith to resolve a dispute at decision-maker level; voluntary commercial mediation may be agreed separately.

Where expressly repeated in the individual contract and legally permissible, the court with subject-matter jurisdiction in Vienna, Austria, has exclusive jurisdiction.

19. Final provisions

Amendments, additions, and legally significant notices require at least text form unless stricter law applies. There are no oral side agreements. If a provision is ineffective, the remainder stays effective; the parties replace it with a lawful provision that most closely reflects the documented commercial purpose.

The German version governs. Translations are provided for understanding.