Terms & Conditions

All orders and agreements are legally binding only if confirmed in writing by NANGA Custom Software Solutions (the "Contractor") and are binding only to the extent stated in the order confirmation. The Client's own purchasing terms are excluded for this transaction and the entire business relationship. Quotes are generally non-binding.

2.1 Scope of services. The subject matter of an order may in particular include:

• Design and development of websites and web applications
• Development of native and hybrid mobile apps
• AI automation and backend systems
• Creation of custom software and program adaptations
• Acquisition of usage rights for third-party software products
• Technical consulting and project support
• Software maintenance and ongoing support
• Other information technology services

2.2 Individual concepts and programs are developed based on the type and scope of the binding information, documents, and resources provided in full by the Client. This also includes realistic test data and adequate testing opportunities, which the Client must provide in a timely manner and at its own expense.

2.3 The written specification is the basis for the creation of custom programs. The Client must review it for accuracy and completeness and confirm it in writing. Change requests arising afterwards may result in separate scheduling and pricing agreements.

2.4 Acceptance. Individually developed software requires formal acceptance by the Client, confirmed by a written protocol, no later than four weeks after delivery. If the Client lets this period lapse without acceptance, the delivered software is deemed accepted as of the end of that period. Software is deemed accepted in any case once it is used in live/production operation.

2.5 Any material defects that arise (i.e. live operation cannot be started or continued) must be reported in writing with sufficient documentation. A renewed acceptance procedure is required after the defect has been remedied. The Client is not entitled to refuse acceptance on the basis of immaterial defects.

2.6 If it becomes apparent during the course of the work that performance of the order is factually or legally impossible, the Contractor is obliged to notify the Client immediately. If the Client does not amend the specification accordingly, the Contractor may refuse to perform the work. If the impossibility results from an omission on the Client's part, the Contractor is entitled to withdraw from the contract; costs and expenses incurred must be reimbursed by the Client.

2.7 Program documentation and handover of the source code take place only where expressly agreed. Handover in any case requires payment in full.

2.8 Accessibility. Accessible design in accordance with the Austrian Accessibility Act (BaFG), the Federal Disability Equality Act (BGStG), and the WZG is not included in the standard offering unless separately agreed. The Client is responsible for verifying the legal permissibility of the service.

3.1 All prices are quoted in euros exclusive of VAT and apply only to the order at hand.

3.2 For services (consulting, development, support, etc.), time spent is billed at the hourly rates applicable on the day the service is rendered. Deviations from the agreed time budget that are not attributable to the Contractor are billed based on actual time incurred.

3.3 Travel, daily, and overnight allowances are billed separately at the applicable rates. Travel time counts as working time.

4.1 The Contractor endeavours to meet agreed completion dates as closely as possible.

4.2 Completion dates can only be met if the Client provides all necessary documents and cooperation in full and in a timely manner. Delivery delays caused by incorrect, incomplete, or subsequently changed information provided by the Client are not the Contractor's responsibility; any resulting additional costs are borne by the Client.

4.3 For orders comprising multiple units, the Contractor is entitled to make partial deliveries and issue partial invoices.

5.1 Invoices including VAT are payable within 14 days of receipt, without deduction and free of charges.

5.2 For orders comprising multiple units, the Contractor is entitled to invoice after delivery of each individual unit.

5.3 Compliance with payment deadlines is a material condition for performance of the contract. In the event of non-compliance, the Contractor is entitled to suspend ongoing work and withdraw from the contract. All resulting costs, as well as any loss of profit, are borne by the Client. In the event of late payment, the statutory default interest rate for business transactions applies.

5.4 The Client is not entitled to withhold payment on the grounds of incomplete overall delivery, warranty claims, or complaints.

5.5 Physical items (e.g. storage media) remain the property of the Contractor until payment has been made in full.

6.1 Upon full payment of the agreed fee, the Contractor grants the Client a non-exclusive, non-transferable, non-sublicensable, and unlimited-in-time right to use the work results created under the order for the Client's own internal use. All other rights remain with the Contractor.

6.2 Where an exclusive right of use has been agreed, § 40b of the Austrian Copyright Act applies accordingly. This does not apply to program components originating from independent third parties (e.g. open-source libraries, templates); the respective licence terms apply to these.

6.3 The Client is permitted to make copies for archiving and backup purposes, provided all copyright notices remain unchanged.

6.4 Any infringement of the Contractor's copyright gives rise to claims for compensation and damages.

7.1 If an agreed delivery time is exceeded solely due to the Contractor's fault, the Client is entitled to withdraw from the contract by registered letter if the agreed service is still not substantially provided even after a reasonable grace period.

7.2 Force majeure, labour disputes, natural disasters, and other circumstances beyond the Contractor's control release the Contractor from its delivery obligation or entitle it to reschedule the delivery time.

7.3 Cancellations by the Client are only possible with the Contractor's written consent. In the event of an accepted cancellation, the Contractor is entitled to charge, in addition to services already rendered, a cancellation fee of 30% of the order value not yet invoiced.

8.1 The Contractor warrants that the software fulfils the functions described in the documentation, provided it is operated on the agreed system.

8.2 Conditions for defect remediation:

• The Client reports the defect within the statutory period (§ 377 UGB).
• The defect is sufficiently documented and described.
• All necessary documents are provided.
• No unauthorised modifications to the software by the Client or third parties.
• The software is used under the intended operating conditions.

8.3 Under warranty, remedy takes precedence over price reduction or contract termination. The presumption of defectiveness under § 924 of the Austrian Civil Code (ABGB) is excluded.

8.4 Costs for assistance and error diagnosis attributable to the Client are billed separately. This also applies to modifications made by the Client or third parties.

8.5 All warranty coverage by the Contractor is void for programs subsequently modified by the Client or third parties.

8.6 The warranty period is six (6) months from handover. The right to raise a defence against payment claims under § 933(3) ABGB is excluded.

8.7 Updates. Any obligation to provide updates under § 7 of the Austrian Consumer Guarantees Act (VGG) is excluded in its entirety, unless expressly agreed otherwise.

9.1 The Contractor is liable to the Client for demonstrably culpable damages only in cases of gross negligence. In the case of personal injury, the Contractor's liability is unlimited.

9.2 Liability for indirect damages — such as loss of profit, costs of business interruption, data loss, or third-party claims — is expressly excluded.

9.3 Claims for damages become time-barred no later than one year after the damage and the party liable become known.

9.4 Where data backup is expressly agreed as a service, liability for data loss is limited to the cost of restoration, capped at 10% of the order value per claim and a maximum of EUR 15,000.

The contracting parties undertake to act with mutual loyalty. They will refrain from soliciting or employing — including via third parties — staff who worked on the delivery of the orders, both during the term of the contract and for 12 months after its termination. The party in breach is obliged to pay liquidated damages equal to one year's salary of the employee concerned.

11.1 The Contractor obliges its staff to comply with the provisions of the Austrian Data Protection Act (DSG) and the GDPR.

11.2 Insofar as the Contractor processes the Client's personal data in the course of fulfilling the order, this is done exclusively on the Client's instructions and within the framework of a separately concluded data processing agreement (DPA) under Art. 28 GDPR.

11.3 The privacy policy under Art. 13 and 14 GDPR is available on the Contractor's website at nangacss.com/en/privacy.

12.1 Each contracting party undertakes to the other to treat as confidential all trade secrets that become known in connection with this contract and not to disclose them to third parties, unless such information is generally known, was already known to the recipient beforehand without any obligation of confidentiality, was disclosed by a third party without an obligation of confidentiality, was demonstrably developed independently by the recipient, or must be disclosed pursuant to an official order.

12.2 Subcontractors affiliated with the Contractor are not considered third parties, provided they are subject to a materially equivalent confidentiality obligation.

13.1 Austrian law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods, even if the order is carried out abroad. The place of jurisdiction is Vienna.

13.2 Should individual provisions of these Terms & Conditions be or become invalid, in whole or in part, this shall not affect the validity of the remaining contract. The invalid provision shall be replaced by a valid provision that comes as close as possible to its intended purpose.

13.3 Dispute resolution. In the event of disputes arising from this contract that cannot be resolved amicably, the contracting parties agree to first consult registered mediators (under the Austrian Civil Mediation Act, ZivMediatG) specialising in commercial mediation. If no agreement can be reached, legal action will be taken at the earliest one month after negotiations have failed.

2026 edition — based on the WKO standard terms and conditions for IT services (B2B), UBIT professional association, 2024 edition.