General Terms and Conditions

Solum Invest GmbH, FN 642566 a, Augasse 4, 6111 Volders (hereinafter referred to as "Contractor") provides its clients (hereinafter referred to as "Client") with consulting, conceptual, and implementation services focusing on business consulting, process optimization, digitalization, and artificial intelligence (AI).

§ 1 Scope and Subject Matter

1. These General Terms and Conditions (GTC) apply to all present and future business relationships between the Contractor and the Client.
2. These GTC are directed exclusively at entrepreneurs within the meaning of § 1 UGB (B2B). The provisions of the Austrian Consumer Protection Act (KSchG) do not apply.
3. Deviating, conflicting, or supplementary terms and conditions of the Client shall not become part of the contract unless the Contractor has expressly agreed to their applicability in writing. Performance of contractual obligations by the Contractor shall not constitute acceptance of deviating terms.

§ 2 Scope of Services and Nature of Contract

1. The scope of services to be provided is determined by the respective written offer or individual contract.
2. Unless the production of a specific, acceptance-eligible work is expressly agreed in writing, the Contractor provides pure services (consulting, conceptual work, operational support). The Contractor owes professional performance in accordance with the principles of proper professional practice, but does not guarantee any specific economic or technical result.
3. The Contractor is entitled to select and adapt the methods, tools, and AI models used for the provision of services at its own professional discretion.

§ 3 Cooperation Obligations of the Client

1. The Client undertakes to take all measures necessary for the smooth provision of the service. The Client shall provide all required data, documents, and system access in a timely, complete manner and without separate request.
2. If the Client fails to fulfill its cooperation obligations, the Contractor's performance obligations are suspended. Resulting delays shall not be attributed to the Contractor. The Contractor is entitled to invoice additional effort or idle time at the agreed hourly rates.
3. Data, content, and materials provided by the Client must be legally sound and free from third-party rights. The Client shall indemnify the Contractor against all third-party claims arising from a breach of this obligation.

§ 4 Changes to Scope (Change Requests)

1. If the Client wishes to change the scope of services after contract conclusion, this must be communicated to the Contractor in writing.
2. The Contractor will assess the change request and inform the Client of the impact on compensation and schedule. Until a written agreement on the change request is reached, the Contractor shall continue work under the original contract.
3. Oral side agreements, amendments, or modifications require written form to be effective.

§ 5 Compensation and Payment Terms

1. All prices are in Euro and exclusive of statutory value-added tax (VAT).
2. Unless otherwise agreed, invoicing is based on actual time spent at the Contractor's current hourly rates.
3. In the case of fixed-price agreements, services arising from subsequent change requests by the Client are not included and will be invoiced separately.
4. Invoices are due for payment within 14 days of the invoice date without deduction. In the event of late payment, default interest of 9.2 percentage points above the base interest rate per annum is deemed agreed (§ 456 UGB).
5. Set-off against claims of the Contractor is only permissible with legally established or undisputed claims.
6. The Contractor is entitled to request an advance payment of up to 30% of the estimated project sum before the commencement of services. The advance payment will be offset against the final invoice.

§ 6 External Systems, APIs, and Artificial Intelligence (AI)

1. The Contractor may use external software, third-party interfaces (APIs), and cloud-based AI models (e.g., OpenAI, Anthropic, Google) in the provision of its services.
2. The Contractor assumes no warranty or liability for the permanent availability, latency, accuracy, or error-free operation of such third-party systems.
3. The Client expressly acknowledges that AI systems operate probabilistically and may generate so-called "hallucinations" (factually incorrect outputs). The professional final review of AI-generated content, automation data, and code is the sole responsibility of the Client. The Contractor shall not be liable for any direct or indirect damages arising from the uncontrolled productive use of such AI results.
4. Cost changes, discontinuation of features, or API limitations by third-party providers fall within the Client's risk sphere. Necessary adaptations will be invoiced on a time-and-materials basis.

§ 7 Warranty and Acceptance

1. Where, exceptionally, a work-contract result is owed, the Client must inspect the deliverable immediately upon handover. Defects must be reported in writing within 14 days of handover, in detail and with reproduction steps; otherwise, all claims are excluded.
2. The warranty period is six (6) months from handover or service completion.
3. In the event of a justified defect claim, the Contractor has the right to choose between repair (rectification) and replacement.
4. No warranty applies to errors caused by faulty data deliveries from the Client, improper use, or subsequent modifications by the Client or third parties.
5. If a work product is put into productive use, in whole or in part, by the Client, or is not objected to within 14 days of handover, it shall be deemed accepted (constructive acceptance).

§ 8 Limitation of Liability

1. The Contractor is liable under statutory provisions only for damages caused by intent or grossly negligent conduct.
2. Liability for slight negligence, ordinary gross negligence, lost profits, indirect damages, consequential damages, pure financial losses, interest losses, data loss, and damages from third-party claims is — to the extent legally permissible — excluded.
3. The maximum contractual and tortious liability of the Contractor is in any case limited to the net remuneration of the respective individual project. For continuing obligations, liability is limited to the sum of net remuneration paid in the 12 months preceding the occurrence of the damage.
4. The Contractor expressly assumes no liability for entrepreneurial, economic, or strategic decisions made by the Client based on consulting services, automations, or dashboards.
5. Damage claims by the Client shall — to the extent legally permissible — become time-barred six (6) months after knowledge of the damage and the damaging party, but no later than three (3) years after the damage-causing service.

§ 9 Intellectual Property and Usage Rights

1. All concepts, strategy papers, code, dashboards, workflows, and other work products created by the Contractor remain the intellectual property of the Contractor, unless otherwise agreed in the individual contract.
2. Upon full payment of the agreed remuneration, the Client receives a non-exclusive, non-transferable, and perpetual license for internal business use (in terms of the Austrian Copyright Act, UrhG).
3. Redistribution, sublicensing, or commercial reproduction of work products to third parties (e.g., resale of software concepts, automation templates) is prohibited without express written consent.
4. The Contractor retains the right to use generally common methods, techniques, and experience acquired in the course of service delivery (so-called "Residual Knowledge") for other engagements.

§ 10 Confidentiality and Data Protection

1. Both parties undertake to treat all trade and business secrets made accessible in the course of the collaboration as strictly confidential. This obligation continues beyond the termination of the contract.
2. The Client, as the data controller under the GDPR, is solely responsible for ensuring that the legal requirements (e.g., consents, legal bases) are in place when providing the Contractor with personal data for processing.
3. Insofar as the Contractor acts as a data processor, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR shall be concluded upon request.

§ 11 Subcontractors

1. The Contractor is entitled to engage qualified third parties (subcontractors, freelancers) in whole or in part for the fulfillment of its obligations.
2. The Contractor remains responsible to the Client for the proper provision of services, even when engaging third parties.

§ 12 Force Majeure

1. Events of force majeure (e.g., pandemics, natural disasters, strikes, failure of global cloud infrastructures, cyberattacks on third-party providers, official orders) entitle the Contractor to postpone performance by the duration of the impediment plus a reasonable ramp-up period.
2. If the force majeure event lasts longer than three (3) months, both parties are entitled to withdraw from the contract. In this case, services rendered up to that point shall be invoiced on a pro-rata basis.

§ 13 Contract Duration and Termination

1. The contract term is determined by the respective individual contract.
2. For continuing obligations without a fixed term, the contract may be terminated by either party with three (3) months' notice to the end of a calendar month in writing.
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the case of material breach of contract, payment default despite grace period, or insolvency filing by the contracting partner.
4. In the event of early termination by the Client without good cause, all services rendered up to the effective date of termination must be fully compensated.

§ 14 Reference Right

1. The Contractor is entitled to mention the Client and the project in general terms as a reference on its own website and in proposals, unless the Client expressly objects in writing.
2. Confidential project details will not be published without the Client's consent.

§ 15 Final Provisions

1. Austrian substantive law applies exclusively, excluding the conflict-of-laws rules (IPRG) and the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be the court of competent subject matter jurisdiction for Innsbruck, Austria.
3. Should individual provisions of these GTC be or become invalid, this shall not affect the validity of the remaining provisions (severability clause). The invalid provision shall be replaced by a valid clause that most closely reflects the intended economic purpose.
4. Amendments and supplements to these GTC require written form. This also applies to the waiver of this written form requirement.