General Terms and Service Conditions

Last updated: June 25, 2026

Definitions

Term	Meaning
We / Us / Contractor	Wapps GmbH, Kollingerfeld 9, 4563 Micheldorf, Austria
Client / Customer	Any natural or legal person that commissions our services
Business Customer	An entrepreneur within the meaning of § 1 Austrian Consumer Protection Act (KSchG)
Consumer	A consumer within the meaning of § 1 KSchG
Services	Software development, web and app development, IT services, consulting, support, maintenance, hosting, cloud, or operator services, as contractually agreed

1. Scope and Incorporation

1.1 These General Terms and Service Conditions apply to all current and future services of Wapps GmbH, in particular project services, software development, operation, maintenance, support, and related consulting services.

1.2 These terms are primarily intended for Business Customers in B2B transactions. They apply to Consumers only to the extent that no mandatory consumer protection law provides otherwise.

1.3 Conflicting, deviating, or supplementary terms of the Client become part of the contract only if we expressly agree to them in text form.

1.4 Our offers are non-binding unless expressly designated as binding. Contracts are concluded by acceptance of our offer in text form, by signature, by electronic signature, or by actual use of the agreed Service.

1.5 Individual agreements, offers, statements of work, service level agreements (SLA), data processing agreements (DPA), and other annexes prevail over these terms where they expressly deviate.

2. Scope of Services

2.1 The specific scope of Services is set out in the applicable offer, statement of work, SLA, or other agreement in text form.

2.2 Typical service components include:

• concept work, architecture, UX/UI, technical consulting, and project planning
• custom software, web, and app development
• customization, integration, migration, and interface implementation
• setup, operation, monitoring, maintenance, and support of software or cloud systems
• delivery, configuration, or integration of standard, third-party, or open-source software
• training, documentation, audits, and ongoing consulting

2.3 Support, maintenance, hosting, cloud, and operator services are owed only to the expressly agreed extent. Response times, recovery times, maintenance windows, standby times, escalation paths, and availability commitments apply only if set out in an SLA or equivalent agreement.

2.4 Unless otherwise agreed, we provide Services during our usual business hours. Services outside those hours, emergency work, repeated analysis of similar user issues, or Services outside the agreed scope may be charged on a time-and-materials basis at the applicable rates.

2.5 We may use suitable employees, affiliated companies, independent contractors, and technical service providers to perform the Services, unless an express agreement or mandatory law provides otherwise.

2.6 Third-party services or products that we merely broker or integrate into a project are subject to the respective third party's terms. We are responsible only for our own Services, not for outages, license changes, price changes, or contractual terms of those third parties.

3. Excluded Services

3.1 Unless expressly agreed, the following are not included in the scope of Services:

• individual redevelopment or extensions outside the statement of work
• adjustments caused by legal changes, new business requirements, or changed program logic
• data conversions, restoration of data sets, or manual data cleanup
• adjustments to interfaces, operating systems, hardware, browsers, app stores, or third-party software where the change was not caused by us
• remediation of issues caused by the Client, users, third parties, improper operation, missing updates, missing backups, unapproved changes, or non-contractual use
• travel, accommodation, travel time, infrastructure, license, cloud, app store, provider, or other third-party costs
• training, workshops, or additional documentation

3.2 If an excluded Service is performed at the Client's request, it will be charged on a time-and-materials basis unless otherwise agreed in advance.

4. Client Cooperation

4.1 The Client shall provide all information, content, test data, access credentials, contacts, decisions, approvals, and technical prerequisites required for the performance of the Services in due time, completely, and in a suitable form.

4.2 The Client is responsible for the legality of all content, data, materials, credentials, systems, and workflows it provides. The Client shall ensure compliance with third-party rights, data protection law, confidentiality obligations, license terms, and other legal requirements.

4.3 The Client is responsible for proper backups of its production systems unless backup services have been expressly assumed by us. Data and information provided to us must be backed up by the Client so that they can be reconstructed in case of loss or damage.

4.4 Passwords, logins, API keys, and other credentials must be kept confidential, protected against unauthorized access, and made available only to authorized persons.

4.5 Where Services are performed on site or in Client systems, the Client shall provide the required infrastructure, access, workplaces, network connections, power supply, security measures, and other resources at its own cost.

4.6 If missing, late, or defective cooperation by the Client delays or impedes the Services, deadlines are extended appropriately. Additional costs and waiting times caused by this may be charged separately. To the extent our Service is performed despite restrictions, it is deemed contractual if the restriction is caused by missing Client cooperation.

5. Changes and Change Requests

5.1 Changes to scope, priorities, deadlines, architecture, integrations, or acceptance criteria require coordination in text form.

5.2 A change request should describe the requested change, the reason for the change, and its impact on deadlines, effort, costs, risks, and dependencies. It becomes binding only when both parties confirm the change in text form.

5.3 Until a change request is agreed, we continue working on the basis of the last agreed scope, provided this is technically and organizationally reasonable.

6. Acceptance and Service Defects

6.1 Custom software, project services, extensions, and adjustments must be inspected by the Client without undue delay after delivery.

6.2 A Service is deemed accepted if the Client confirms acceptance, uses the Service in production, or does not report material and sufficiently documented defects in text form within four weeks after delivery.

6.3 Minor deviations do not entitle the Client to refuse acceptance. They will be handled under the agreed warranty or support process.

6.4 Defects must be reported without undue delay, in a reproducible and documented manner, and with the information required for analysis, in particular affected environment, reproduction steps, error messages, screenshots, logs, and time of occurrence.

6.5 We may remedy defects at our discretion by rectification, workaround, update, re-delivery, or other appropriate measures.

6.6 If a defect is based on Client systems, third-party providers, missing cooperation, improper use, unapproved changes, or circumstances for which we are not responsible, there is no free-of-charge duty to remedy. At the Client's request, we may offer paid analysis or remediation.

7. Prices, Third-Party Costs, and Taxes

7.1 All prices are net amounts in euros unless expressly stated otherwise, plus statutory VAT and other charges.

7.2 Travel time counts as working time. Travel, accommodation, meal, license, provider, cloud, app store, hardware, software, and other third-party costs are charged separately unless expressly included in the price.

7.3 Recurring fees for ongoing Services may be invoiced in advance. One-time Services are invoiced after performance or according to agreed milestones unless otherwise agreed.

7.4 For ongoing contracts, we may adjust prices appropriately in case of increased labor, license, infrastructure, provider, or other delivery costs. Price changes will be notified to the Client in text form in advance.

8. Payment and Retention

8.1 Invoices are due within 14 calendar days from the invoice date without deduction unless otherwise agreed.

8.2 In case of late payment, we may charge statutory default interest, reminder and collection costs, and necessary legal enforcement costs.

8.3 If payment is more than 14 days overdue, we may suspend ongoing work, support, maintenance, operation, or the handover of further deliverables until full payment is made, provided this has been threatened in advance and no mandatory legal reason prevents suspension.

8.4 Until full payment, we retain deliverables, source code, documentation, credentials, and usage rights to the extent no mandatory agreement provides otherwise.

8.5 The Client may offset only claims that have been legally established or acknowledged by us. A Client right of retention exists only for claims arising from the same contractual relationship.

9. Intellectual Property and Usage Rights

9.1 Until full payment, all rights in concepts, drafts, source code, documentation, designs, configurations, and other deliverables remain with us or our licensors.

9.2 Upon full payment, the Client receives a non-exclusive, non-transferable, non-sublicensable, perpetual right to use the individually created deliverables for the contractually agreed purposes, unless expressly agreed otherwise.

9.3 Source code, build pipelines, internal tools, development environments, libraries, templates, know-how, and reusable components are handed over or licensed only if expressly agreed.

9.4 Standard software, open-source components, third-party software, frameworks, APIs, cloud services, and app store services are subject to the respective license and usage terms of the rights holders. The Client is responsible for complying with those terms to the extent they concern its use.

9.5 The Client may not remove or alter copyright, license, author, or ownership notices unless expressly permitted.

10. Term, Termination, and Project End

10.1 One-time project Services end upon complete performance and payment. Ongoing support, maintenance, SaaS, hosting, or operator services run for an indefinite term unless a minimum or fixed term is agreed.

10.2 Unless otherwise agreed, ongoing Services may be terminated in text form with three months' notice to the end of a calendar quarter.

10.3 The right to terminate for cause remains unaffected. Cause includes material breach despite written warning, substantial payment default, unlawful use, or permanent impossibility of performance.

10.4 If the Client cancels a project, Services already performed, reserved capacity, third-party costs, and non-cancellable expenses must be paid. Unless the offer provides otherwise, an additional cancellation fee of 30% of the remaining uninvoiced order value may become due.

10.5 After contract end, the Contractor will, at the Client's request, support an orderly handover, return, or migration of the Services at the applicable hourly rates unless otherwise agreed.

11. Warranty, Updates, and Maintenance

11.1 For Business Customers, the warranty period is six months from acceptance or performance.

11.2 In B2B transactions, update obligations for digital Services apply only to the agreed extent, in particular under the offer, SLA, support class, or maintenance agreement.

11.3 For Consumers, mandatory statutory warranty and update obligations apply, in particular under the Austrian Consumer Warranty Act (VGG).

11.4 Maintenance and support services do not constitute a guarantee of uninterrupted operation unless an express availability commitment or guarantee has been agreed.

12. Liability

12.1 We are liable without limitation for intent and gross negligence. For slight negligence, except in case of personal injury and mandatory statutory liability, our liability is limited to the annual order value agreed for the affected contract, capped at EUR 15,000 per incident.

12.2 To the extent permitted by law, liability towards Business Customers for indirect damages, consequential damages, loss of profit, production or business interruption, data loss, third-party claims, and frustrated expenses is excluded.

12.3 Liability for data loss exists only if the Client proves regular, state-of-the-art, and restorable backups. If backup or data recovery is expressly agreed as a Service, liability is limited to the typical recovery effort.

12.4 We are not liable for interruptions, outages, security incidents, price changes, or service changes affecting telecommunications networks, internet connections, hosting, cloud, app store, payment, email, AI, analytics, or other third-party services, unless we are responsible for them.

13. Data Protection, DPA, and Confidentiality

13.1 Where we process personal data on behalf of the Client, the parties enter into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR before processing begins. The DPA governs in particular subject matter, duration, nature and purpose of processing, categories of data subjects, types of data, technical and organizational measures, and sub-processors.

13.2 The Client is responsible for ensuring that the engagement, provision of personal data, and its instructions are lawful under data protection law.

13.3 We may use sub-processors where this is regulated in the DPA, in a separate agreement, or by the Client's general authorization. We inform the Client about changes in accordance with the applicable agreement.

13.4 Both parties shall treat business and trade secrets, source code, credentials, technical information, customer data, and other confidential information as confidential and protect them against unauthorized access.

13.5 Our privacy policy for this website is available at https://wapps.studio/privacy-policy.

14. Accessibility

14.1 Services are created to be accessible within the meaning of the Austrian Federal Disability Equality Act (BGStG), the Web Accessibility Act (WZG), the Austrian Accessibility Act (BaFG), the European Accessibility Act, or comparable rules only if this has been expressly agreed and remunerated.

14.2 Where accessibility has not been expressly agreed, the Client is responsible for assessing whether its products, content, processes, or target groups are subject to statutory accessibility requirements.

15. Loyalty and Non-Solicitation

15.1 The parties commit to mutual loyalty.

15.2 During the contract term and for twelve months thereafter, the Client shall not actively solicit, directly or through third parties, employees or freelancers used by us to perform the Services. In case of breach, a contractual penalty equal to one annual gross salary or the annualized remuneration of the affected person may become due.

16. Force Majeure

16.1 Events beyond reasonable control, in particular natural disasters, war, terrorism, strikes, pandemics, government measures, cyberattacks, failure of energy supply, telecommunications networks, data lines, cloud services, or third-party services, release the affected party from its performance obligations for the duration of the disruption and a reasonable restart period.

16.2 The parties shall inform each other without undue delay about material effects of such events and use reasonable efforts to mitigate damage.

17. Consumer Notices

17.1 Mandatory statutory provisions apply to Consumers, in particular regarding warranty, withdrawal rights, information duties, liability, and jurisdiction.

17.2 Liability limitations do not apply to personal injury and do not apply where mandatory consumer law provides otherwise.

17.3 If a distance contract is concluded with a Consumer, statutory withdrawal rights under the Austrian Distance and Off-Premises Contracts Act (FAGG) apply unless a statutory exclusion or valid waiver applies.

18. Dispute Resolution, Law, and Jurisdiction

18.1 Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods, unless mandatory consumer protection law provides otherwise.

18.2 For Business Customers, the exclusive place of jurisdiction is the competent court for Steyr, Austria. For Consumers, the statutory place of jurisdiction applies.

18.3 The parties will attempt to resolve disputes out of court and in a fact-based manner. Mediation under the Austrian Civil Mediation Act may be agreed by mutual consent.

19. Final Provisions

19.1 Amendments and additions to the contract require text form unless stricter form is required by law.

19.2 The Client may transfer rights and obligations under the contract only with our prior consent. We may transfer rights and obligations to an affiliated company, provided that the Client's legitimate interests are not impaired.

19.3 If any provision is or becomes invalid or unenforceable, the remainder of the contract remains valid. The invalid or unenforceable provision shall be replaced by a permissible provision that comes closest to the economic purpose.