Last updated: February 2026
These General Terms and Conditions (“GTC”) apply to all business relationships between Nodera FlexCo, Freytaggasse 25/12, 1210 Vienna, Austria (FN 628156 i, Handelsgericht Wien) (“Contractor”) and its business clients (“Client”).
These GTC apply exclusively to business-to-business (B2B) relationships. Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) are not the target audience for our services.
Deviating terms of the Client shall only apply if expressly acknowledged in writing by the Contractor.
The Contractor provides software development, consulting, and related IT services, including but not limited to:
The specific scope of services shall be defined in individual project proposals, statements of work, or written agreements between the parties.
All quotations are non-binding unless expressly stated otherwise. A contract is formed upon written acceptance of a quotation by the Client, or upon the Contractor's commencement of work following a written order from the Client.
Cost estimates are provided to the best of the Contractor's knowledge. Should additional effort beyond the estimate become apparent, the Contractor will inform the Client promptly and obtain approval before proceeding.
All prices are quoted in Euros (EUR), net of value-added tax (VAT). Austrian VAT (currently 20%) will be added where applicable. EU business clients with a valid VAT ID benefit from the reverse charge mechanism.
Invoices are payable within 14 days of the invoice date. In the event of late payment, statutory default interest pursuant to §456 UGB (currently 9.2 percentage points above the base rate) shall apply.
The Client shall:
Delays caused by the Client's failure to fulfill these obligations may result in adjusted timelines and additional costs.
Pursuant to the Austrian Copyright Act (Urheberrechtsgesetz / UrhG), the Contractor retains copyright over all works created in the course of the project.
Upon full payment of all outstanding invoices, the Client is granted a non-exclusive, transferable, perpetual license to use, modify, and sublicense the delivered software for its business purposes.
Pre-existing intellectual property, frameworks, libraries, and reusable components remain the property of their respective owners. The Contractor may reuse general-purpose code, techniques, and know-how in future projects.
The Contractor warrants that deliverables will substantially conform to the agreed specifications. Defects shall be reported in writing within 14 days of delivery (inspection and notification obligations per §§377-378 UGB).
The warranty period is 6 months from delivery. The Contractor shall, at its discretion, repair or replace defective deliverables. If repair or replacement fails after two attempts, the Client may request a reasonable price reduction.
The Contractor's total liability for damages arising from or in connection with a project is limited to the total contract value of that project (net of VAT).
Liability for indirect, consequential, or incidental damages (including lost profits, business interruption, or data loss) is excluded to the maximum extent permitted by law.
The above limitations do not apply to damages caused by intentional misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), or to liability that cannot be excluded under mandatory Austrian law (including product liability and personal injury).
Both parties shall treat all non-public information received from the other party as confidential and shall not disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of the contract for a period of 3 years.
Hourly engagements: Either party may terminate with 14 days' written notice.
Fixed-price projects: The Client may terminate the contract at any time. In this case, all work completed up to the termination date and any non-cancellable commitments shall be compensated.
Either party may terminate immediately for cause if the other party commits a material breach that remains uncured for 14 days after written notice.
Neither party shall be liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, or disruptions to essential infrastructure.
For clients subject to Romanian law, we acknowledge that pursuant to Art. 1203 of the Romanian Civil Code, clauses that may be considered unusual (including but not limited to Sections 8 and 10) may require separate acceptance. Such clauses will be individually discussed and agreed upon during contract negotiation.
These GTC and all contracts entered into between the parties are governed by Austrian law, excluding its conflict of laws rules.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The exclusive place of jurisdiction for all disputes arising from or in connection with these GTC is the competent court in Vienna, Austria.
If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original provision.