Terms of Service (TOS)
0 Definitions
| Term | Meaning |
|---|---|
| “We” / “Us” / “Contractor” | Wapps GmbH, Dr. Wilhelm-Lechner-Straße 5, 4591 Molln, Austria |
| “You” / “Client” | 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 |
1 Scope of Application
1.1 These TOS govern all contracts for the development, provision or maintenance of software, digital content and other IT services.
1.2 Any terms supplied by the Client shall not apply unless we expressly accept them in text form.
1.3 A contract is concluded when our written or electronic offer is accepted in text form (e-mail, e-signature). Oral side agreements require written confirmation.
2 Services
2.1 Typical deliverables include, in particular:
- Architectural, organisational or detailed concepts
- Custom software development
- Supply of standard or open-source software including licence rights
- Customisation, integration, migration
- Support & maintenance under a Service Level Agreement (SLA)
- Training, consulting, UX / accessibility audits
2.2 Client cooperation
The Client shall provide all required information, test data, access credentials and contacts in due time and shall back up its productive systems.
2.3 Specification & change requests
Work is based on a specification sheet (“Statement of Work”) approved in text form. Changes are managed via a change-request process with new dates/prices.
2.4 Acceptance
a) The Client confirms acceptance, or
b) four weeks elapse after delivery without substantiated major defect notices, or
c) the software is used in production – whichever occurs first. Minor deviations do not entitle the Client to refuse acceptance.
2.5 Accessibility
Unless expressly agreed and remunerated, deliverables are not created in conformance with the Austrian Federal Disability Equality Act or the European Accessibility Act.
3 Prices, Expenses, Taxes
3.1 All prices are net in EUR ex works, plus VAT and out-of-pocket expenses (media, travel, accommodation).
3.2 Hourly rates and list prices in force at the time of performance apply.
3.3 Travel time counts as working time; travel costs follow Austrian federal per-diem rules.
4 Time Schedules & Partial Deliveries
4.1 Dates are target dates unless expressly designated as “fixed”.
4.2 Delays caused by missing Client cooperation or force majeure (e.g. pandemics, cyber-attacks, natural disasters) extend deadlines appropriately.
4.3 We may make partial deliveries and issue partial invoices.
5 Payment
5.1 Invoices are due 14 calendar days net.
5.2 Statutory default interest (§ 456 Austrian Commercial Code) plus collection costs apply in case of late payment.
5.3 We may withhold deliverables and usage rights until full payment is received.
6 Intellectual Property & Licence
6.1 Upon full payment the Client receives a non-exclusive, non-transferable, perpetual right to use the software on the designated hardware / environment.
6.2 Source code is supplied only if expressly agreed.
6.3 Open-source components are subject to their respective community licences; the Client must comply with all obligations (e.g. copyleft, attribution).
7 Withdrawal / Termination
7.1 If we culpably miss a fixed deadline, the Client may withdraw after granting a reasonable grace period in writing.
7.2 If the Client cancels a project, a cancellation fee of 30 % of the remaining order value becomes immediately due.
7.3 Continuous services (maintenance / SaaS) run indefinitely and may be terminated in writing with three months’ notice to the end of a calendar quarter.
8 Warranty, Updates & Maintenance
8.1 For Business Customers: warranty period 6 months from acceptance.
8.2 For Consumers: statutory rights under the Austrian Consumer Warranty Act (VGG) apply, including a two-year warranty for one-off digital products and security updates for the period normally expected.
8.3 Defects must be reported in detail in text form. Rectification takes precedence over price reduction or rescission as long as rectification is feasible.
8.4 Maintenance and support are governed by the SLA – Annex A.
9 Liability
9.1 We are liable without limit for intent and gross negligence; for slight negligence—except for personal injury—liability is capped at the agreed annual order value, max. EUR 15 000 per incident.
9.2 We exclude liability vis-à-vis Business Customers for loss of profit, data or production downtime.
9.3 We are only liable for data loss if the Client has made adequate, state-of-the-art backups.
10 Data Protection & Confidentiality
10.1 The parties conclude the Data Processing Agreement (DPA) – Annex B pursuant to Art. 28 GDPR.
10.2 Both parties keep business secrets and source code confidential.
10.3 Our privacy notice is available at https://wapps.studio/privacy-policy.
11 Non-Solicitation
Neither party shall actively solicit the other party’s project staff during the project and for 12 months thereafter. Infringement triggers a contractual penalty equal to one year’s gross salary of the employee concerned.
12 Force Majeure
Events beyond reasonable control—such as natural disasters, war, strikes, pandemics, governmental orders or severe cyber-attacks—suspend obligations for the duration of the disruption plus a reasonable restart period.
13 Dispute Resolution & Jurisdiction
13.1 Exclusive venue for Business Customers is Steyr, Austria; Consumers may sue at their statutory domicile.
13.2 The parties shall attempt mediation under the Austrian Civil Mediation Act before court action.
13.3 Online Dispute Resolution (B2C only): Until 19 July 2025 Consumers may use the EU ODR platform (https://ec.europa.eu/consumers/odr). The reference lapses thereafter.
14 Special Provisions for Consumers
14.1 Distance contracts are subject to the statutory right of withdrawal; model instructions / form – see Annex C.
14.2 Warranty and update obligations follow §§ 7 ff VGG (see 8.2).
14.3 Liability limitations do not apply to slight negligence causing personal injury (§ 6 para 1 item 9 KSchG).
15 Final Provisions
15.1 If any clause is invalid, the remainder of the contract stays in force. The invalid clause shall be replaced by a valid provision closest in purpose.
15.2 Amendments or additions to these TOS require written or text form.
Version: May 2025