1. GENERALLY

1.1. APPLICATION

1.1.1 All contracts concluded with ONited GmbH as the contractor (hereinafter "CONTRACTOR") are exclusively based on these General Terms and Conditions (hereinafter "GTC"), which apply exclusively to contractual relationships between businesses and are not directed at consumers. These apply to all business relationships, even if they are not expressly referred to.

1.1.2 The general terms and conditions of the client (hereinafter referred to as “client”) shall only apply if the contractor expressly confirms this in writing.

1.2. PERFORMANCE OF SERVICES

1.2.1 The Contractor is entitled to use subcontractors, in whole or in part, at its discretion to fulfil the concluded contract.

1.2.2 If the Contractor arranges for the services of third parties at the request of the Client, these contracts shall be concluded exclusively between the Client and the third party.

2. CONCLUSION OF CONTRACT

2.1. OFFERS

2.1.1 Unless otherwise agreed, all offers from the Contractor are non-binding and do not obligate the Contractor to perform. Technical and other modifications are expressly reserved.

2.1.2 Likewise, further information about the services offered by the Contractor is non-binding; only the information provided by the Contractor in any order confirmation issued or the agreements in the concluded contract are binding.

2.1.3 All cost estimates submitted by the Contractor as part of an offer are non-binding and free of charge, unless otherwise agreed.

2.2. CONCLUSION OF THE CONTRACT

2.2.1 Unless a fixed term has been contractually stipulated, all concluded contracts shall be for an indefinite period.

2.2.2 The contract shall be concluded as soon as the Client accepts the offer submitted by the Contractor and submits its declaration to this effect in writing.

2.2.3 The content of the contract shall be determined exclusively by the written information in the order confirmation or in the concluded contract.

2.2.4 Any permits required for the execution of the contract, whether issued by authorities or third parties, must be obtained by the Client. The Client undertakes to inform the Contractor immediately of this and to indemnify and hold the Contractor harmless. The Contractor is under no obligation to commence execution of the contract until the necessary permits have been legally granted.

2.2.5 Ideas, sketches, drafts and other intellectual products created by the Contractor during the conception phase shall be the intellectual property of the Contractor.

3. SCOPE OF SERVICES, PROVISION OF SERVICES

3.1. GENERAL

3.1.1 The means and/or technologies used by the Contractor to provide the services shall be based on the Client's qualitative and quantitative performance requirements, as evaluated on the basis of the information provided by the Client.

3.1.2 The Client is explicitly not liable for any possible economic success resulting from the services provided by the Contractor or any third parties engaged.

3.1.5 The Contractor is not obligated to review the content or logical meaning of data provided by the Client or any third parties for processing, storage, or transmission. If the Contractor incurs damages or additional expenses as a result of the data provided to it containing illegal content or not being in a condition that makes it suitable for the provision of the contracted service, the Client shall indemnify and hold the Contractor harmless in this regard.

3.1.6 Unless otherwise agreed, the Contractor is not obliged to provide a project manual or any other documentation.

3.1.7 The Contractor shall not be liable for quality defects caused by the Client due to the incorrect selection of technical requirements, technologies, etc., or by third parties. Consulting services provided by the Contractor for the creation of technical and/or media requirements will be invoiced separately. By using such consulting services, the Client implicitly issues a consulting contract, which will be invoiced separately in case of doubt.

3.1.8 The Contractor does not provide any consulting services on issues related to the GDPR.

3.2. DEADLINES & DELAYS

3.2.1 The agreed performance periods and dates are non-binding unless otherwise agreed. Any agreed delivery dates do not constitute a fixed contract.

3.2.2 Subject to Section 918 of the Austrian Civil Code (ABGB), the Client may withdraw from the contract by setting a grace period, as specified below. If a non-binding performance period is exceeded by more than eight weeks or a binding performance period is exceeded by more than four weeks due to the sole fault of the Contractor, the Client may set the Contractor a reasonable grace period of at least three weeks in writing and, upon its fruitless expiration, also withdraw from the contract in writing.

3.3. OBLIGATIONS OF THE CLIENT TO COOPERATE
3.3.1 The Client undertakes, free of charge, to take all measures necessary for the provision of the services by the Contractor. The Client further undertakes to take all measures necessary for the performance of the contract that are not included in the Contractor's scope of services.

3.3.2 If the Client fails to fulfill its cooperation obligations by the agreed deadlines or to the extent stipulated, the services provided by the Contractor shall be deemed to have been provided in accordance with the contract, despite any possible restrictions. Schedules for the services still to be provided by the Contractor shall be postponed to an appropriate extent in line with the Contractor's limitations. The Client shall separately reimburse the Contractor for any additional expenses and/or costs incurred as a result, based on the Contractor's respective hourly rates (see also Section 6.2).

4. MAINTENANCE, FAULTS

4.1. AVAILABILITY

4.1.1 The Contractor shall provide its services with the greatest possible care and reliability. However, the Contractor cannot guarantee that the services deployed and/or developed will be accessible without interruption, that the desired connections can always be established, or that stored data will remain preserved and accessible under all circumstances.

4.2. FAULT REPORTING

4.2.1 The Client is obliged to immediately notify the Contractor in writing of any faults, stating the possible causes, and to enable the Contractor to rectify them immediately and to provide support free of charge.

4.3. DISRUPTIONS FOR WHICH THE CLIENT IS RESPONSIBLE

4.3.1 If troubleshooting cannot be carried out or cannot be carried out in a timely manner for reasons within the Client's control, the Contractor shall not be held responsible for any resulting consequences. The Client shall reimburse the Contractor for any resulting costs.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. GENERAL

5.1.1 All rights derived from patent, trademark, design protection and/or copyright to the agreed services or otherwise from the creation of the services provided to the Client shall belong to the Contractor or its third parties, unless otherwise agreed.

5.1.2 After full payment of the agreed remuneration, the Client shall receive the non-exclusive, non-transferable right, limited in time to the term of the contract and limited in place to the execution of the contract, to the works created under the contract in the sense of a work usage permit.

5.2. DOCUMENTS & CONCEPTS OF THE AN

5.2.1 Offers and documents (technological implementation options, plans, designs, illustrations, etc.) of the Contractor remain its intellectual property and are subject to the applicable intellectual property law regulations, in particular with regard to reproduction, competition and data protection.

5.2.2 The potential customer acknowledges that the contractor is already providing preliminary services by developing the concept. The concept and offer are subject to the protection of the respective intellectual property rights in their entirety. The potential customer is explicitly prohibited from using or modifying these parts without the contractor's consent.

5.2.3 If the idea is used by the potential contractual partner contrary to the agreement, and if this use is clearly derived from a characteristic idea of the contractor's concept, the contractor is entitled to reasonable compensation. Should the potential client believe that the concepts and ideas presented by the contractor were already in their possession, they must disclose this, citing evidence. In this case, there is no obligation to pay reasonable compensation.

5.2.4 Upon termination of the contractual relationship, any manuals, concepts and documentation provided by the Contractor in any form whatsoever shall be deleted by the Client.

6. FEE

6.1 INFORMATION

6.1.1 All prices quoted are net prices in euros, excluding value-added tax (VAT), and are valid until further notice. Prices are subject to change unless otherwise agreed.

6.2. HOURLY RATES

6.2.1 The hourly rates listed below apply to all services provided by the Contractor and may be changed by the Contractor at any time.

SERVICE — PRICE PER WORKING HOUR IN EUR
Software Development — 120,-
Marketing & Design — 100,-
Conception — 120,-
Project management — 120,-
in all other cases — 100,-

6.2.2 Billing is done per quarter hour (0.25)

6.2.3 Fees from external parties such as licensors, service providers, actors, musicians or other third-party service providers will be charged including any brokerage, research and processing fees.

6.3. PAYMENT TERMS

6.3.1 Unless otherwise agreed, invoices are due promptly upon receipt, with a grace period of 10 days. All payments are to be made without deduction and are made at the Client's risk and expense.

6.3.2 The Contractor is entitled at any time to make the provision of services dependent on the Client making advance payments or providing other securities of an appropriate amount.

6.3.3 The Client agrees that all payments made by him shall first be applied to costs incurred, then to interest and only finally to the services subject to retention of title.

6.4. DELAY

6.4.3 In the event of default in payment, the Contractor shall be entitled to suspend the fulfilment of all contractual obligations until all payment obligations of the Client have been fulfilled.

6.6. OBJECTIONS & SET-OFF

6.6.1 Objections to outstanding claims must be notified by the Client in writing within 10 days of the invoice date, failing which the respective claims shall be deemed to have been accepted.

6.6.2 Objections raised by the Client against the invoice shall not prevent the invoice amount from becoming due, unless the objection concerns obvious errors in the invoice.

6.6.3 The Client may only offset claims of the Contractor with claims that have been established by a court or expressly acknowledged by the Contractor in writing.

7. COMPETITION

7.1. EMPLOYEES

7.1.1 During the term of the contract and for 12 months after termination of the contract, the Client is prohibited from soliciting or otherwise employing employees of the Contractor or third parties who have a contractual relationship with the Contractor. This includes any form of self-employed or dependent employment of an employee of the Contractor by the Client or its affiliated companies.

7.1.2 In the event of a violation, the Contractor shall be entitled to compensation in the amount of EUR 50,000 per person poached. The penalty must be paid by the Employer to the Contractor within 10 days of the start of employment.

8. WARRANTY

8.1. DEADLINES

8.1.1 The warranty period shall be 2 months from the date of delivery.

8.1.2 After the expiry of the two-month period, all warranty claims shall expire, meaning that the Client shall have no recourse against the Contractor.

8.2. OBLIGATION TO INVESTIGATE

8.2.1 If the Client accepts the (partial) service provided and does not report any defects within 14 days, the service shall be deemed to have been accepted.

8.2.4 The Client bears the comprehensive burden of proof for all prerequisites for a claim, in particular for the defect itself, the time of discovery of the defect, and the timeliness of the notification of defects. The presumption of defectiveness pursuant to Section 924 of the Austrian Civil Code (ABGB) is excluded.

8.3. EXCLUSION OF WARRANTY

8.3.1 In the case of deliveries or services that are subsequently modified by the Client's own personnel or by third parties, the Contractor shall be exempt from any warranty obligation.

8.3.2 Furthermore, the Contractor is not liable for malfunctions or failures due to force majeure. Errors, malfunctions, or damage caused by operating errors or improper use by the Client are also not covered by the warranty.

9. LIABILITY OF THE CONTRACTOR

9.1. REQUIREMENTS

9.1.1 The Contractor's liability is limited to intent or gross negligence. The Contractor's liability for slight negligence, compensation for consequential damages, financial losses, lost profits, damages due to force majeure, and damages resulting from third-party claims against the Client is excluded.

9.2. ABUSIVE USE

9.2.1 The Client undertakes to compensate the Contractor for any damages that the Contractor may suffer as a result of a proven infringement of third-party rights by the Client – in particular as a result of patent, trademark, design, semiconductor, copyright, competition law or other claims related thereto, as well as claims based on personal rights or other industrial property rights.

10. TERMINATION OF CONTRACT

10.1. ORDINARY TERMINATION

10.1.1 Unless otherwise agreed, all contractual relationships may be terminated in writing by either party without giving reasons at the end of the respective calendar month.

10.1.2 Both parties are entitled to terminate the contractual relationship even with regard to individual components.

10.2. EXTRAORDINARY TERMINATION
10.2.1 The Contractor is entitled to terminate the contract at any time with immediate effect by unilateral declaration for good cause. Good cause shall exist, in particular, if insolvency proceedings are initiated against the Client's assets or if such proceedings are dismissed due to insufficient assets, if the Client breaches material confidentiality obligations or other material contractual provisions, or if the Client goes under/dies or loses its legal capacity/capacity. This shall not affect the Contractor's pro rata remuneration claims.

10.3. CANCELLATION CONDITIONS

10.3.1.The Client is entitled to terminate the contract by paying the following cancellation fee before the start of the contract execution: The cancellation fee for offers already commissioned in writing or verbally amounts to 25 % of the total order volume up to 14 days before the start of the contract, 50 % between 14 and 8 days and 100 % for cancellations less than 8 days.

11. CONFIDENTIALITY

11.1 The Client is obligated to maintain confidentiality of all information and data obtained in the execution of an order, unless otherwise agreed in writing.

11.2 The Client shall only use employees and vicarious agents who have been expressly bound to confidentiality.

11.3 Furthermore, the Client undertakes to comply with the Contractor's applicable security regulations and to observe all other statutory data protection regulations. In particular, the Client must create the technical and organizational requirements to ensure compliance with the provisions of the GDPR and the Data Protection Act 2018 at all times and undertakes to provide the Contractor, upon request, with the information necessary to monitor compliance with these provisions and this Agreement.

11.4 The obligations shall remain in force even after the Contractor has fully fulfilled the contract and after all obligations have been terminated for a period of five years after termination, unless mandatory statutory provisions provide for an indefinite or at least longer obligation.

11.5 In order to ensure that this contractual relationship complies with data protection law, the Client and the Contractor shall conclude a data processing agreement.

12. MISCELLANEOUS

12.2. WRITTEN FORM & TIME LIMIT

12.2.2 Any amendments, additions, or other agreements must be in writing to be effective. Any departure from the written form agreement must also meet these requirements. Oral ancillary agreements are not permitted.

12.2.3 Electronic contractual declarations, other legally significant electronic declarations and electronic confirmations of receipt shall be deemed to have been received when the party for whom they are intended can access them under normal circumstances.

12.2.4 The Client must immediately notify the Contractor of any changes to its name, legal form, or company affiliation, as well as its address. If no notification of the change is received, documents shall be deemed received by the Client if they were sent to the address last provided by the Client. If the Client requests a new invoice in the event of a name change that was not notified in a timely manner, this shall not prevent the original invoice from becoming due.

12.3. REFERENCE & NOTE

12.3.1 Subject to the Client's written revocation at any time, the Contractor is entitled to refer to the existing or former business relationship with the Client and the services provided on its own advertising media and in particular on its website, using its name and company logo, without paying any fees for this.

12.4. SEVERABILITY CLAUSE

12.4.1 Should individual provisions of these Terms and Conditions be or become invalid or inadmissible, this shall not affect the validity of the remaining provisions. The invalid or inadmissible provision shall be replaced by one that most closely approximates the economic purpose of the invalid or inadmissible provision.

12.5. JURISDICTION, APPLICABLE LAW

12.5.1 Any disputes between the contracting parties shall be governed exclusively by Austrian law. The place of jurisdiction shall be the competent court in Vienna, Austria. The Contractor shall also be entitled, at its option, to sue the Client before the court with local and subject-matter jurisdiction under the applicable legal provisions of the country in which the Client is domiciled.

12.5.2 The application of the UN Convention on Contracts for the International Sale of Goods and the reference provisions of the IPRG is expressly excluded by the parties.

12.5.3 The application of Sections 9 (1) and (2) and 10 (1) and (2) of the ECG is expressly excluded.

12.5.4 Headings in these Terms and Conditions are for convenience only and do not in any way interpret, limit or restrict the respective provisions.

12.5.5 For the sake of readability, the simultaneous use of masculine and feminine forms is avoided. All personal pronouns apply equally to all genders.

12.6. Supported browsers

ONevents works best with the current or previous version of the following browsers:

• Google Chrome
• Firefox
• safari
• Microsoft Edge

Notice: Cookies and JavaScript must be enabled in every browser you use.

12.7. Use of ONevents is only permitted if the guidelines (www.onevents.at/richtlinien) are observed. Violations will be reported to the authorities immediately.

13. Commission model for sellers
    1. Commission claim
       Vendors who successfully sell a license of the ONevents software receive a commission of 10% of the net sales price of the respective license. The net sales price corresponds to the agreed license price less any applicable taxes and duties.
    2. Commission settlement
       Commission payments are billed monthly. Sellers receive a detailed list of all licenses sold and the corresponding commission amounts.
    3. Due date of commission
       The commission is due within [30 days] of the end of the month in which the license was sold, provided that the customer has paid the license fee in full.
    4. Refunds and cancellations
       If a license is canceled or reversed, the entitlement to the corresponding commission is void. Commissions already paid for canceled sales can be reclaimed by the seller or offset against future commission claims.
    5. Seller's obligations
       Vendors are obligated to market the ONevents software appropriately and in accordance with the provided training materials and company policies. Unfair or misleading advertising is expressly prohibited.
    6. Changes to the commission model
       ONevents reserves the right to adjust the commission model with [30 days' notice]. Changes will be communicated to the sellers in writing or in text form.
    7. Miscellaneous
       Further provisions regarding sales and cooperation with sellers may be regulated in separate agreements.