Terms and conditions

Gradient Solutions GmbH · Valid from 15 May 2023

1. Scope

1.1 These terms and conditions govern all contracts, deliveries and services between Gradient Solutions GmbH ("the Provider") and its customers ("the Customer").

1.2 Deviating or supplementary terms of the Customer become part of the contract only if the Provider expressly agrees to them in writing.

2. Conclusion of contract

2.1 All offers made by the Provider are non-binding and subject to change.

2.2 A contract comes into effect when the Customer accepts an offer from the Provider and the Provider confirms acceptance or begins to render the service.

2.3 The precise scope of services is specified in a separate contract, offer or statement of work.

3. Payment terms

3.1 Remuneration for the services rendered is governed by the individual agreement or the respective offer.

3.2 Invoices are payable in full within the period stated on the invoice.

3.3 In the event of late payment, the Provider reserves the right to charge default interest at the statutory rate as well as reminder fees.

3.4 Unless defined otherwise, all prices are exclusive of value added tax.

4. Provision of services and the Customer's duty to cooperate

4.1 The Provider endeavours to meet the agreed deadlines. Delays caused by force majeure, such as natural disasters, pandemics, official orders or other unforeseeable events outside the Provider's control, extend the deadlines accordingly.

4.2 The Customer undertakes to supply all information and documents required to perform the contract in good time.

5. Liability

5.1 The Provider is liable for damages only in cases of intent or gross negligence.

5.2 Liability for loss of profit, indirect damage or consequential damage is excluded to the extent permitted by law.

5.3 The Provider's liability is in any case limited to the value of the order, unless mandatory statutory provisions state otherwise.

5.4 The Provider is not liable for damage resulting from incorrect or incomplete cooperation by the Customer.

6. Confidentiality and data protection

6.1 Both parties undertake to keep confidential all commercial and technical information that becomes known in the course of the collaboration. This obligation survives the end of the contract.

6.2 The Provider processes the Customer's personal data only within the framework of applicable data protection law. Further information is set out in the Provider's privacy policy.

7. Term and termination

7.1 The term of the contract follows from the individual agreement.

7.2 Both parties may terminate the contract for good cause without notice. Good cause includes in particular:

• the Customer being more than 30 days in arrears despite a reminder,
• breach of the confidentiality obligations,
• material breaches of duty that make continuation of the contractual relationship unreasonable.

8. Final provisions

8.1 Should any provision of these terms be or become invalid, the validity of the remaining provisions is unaffected.

8.2 The law of the Republic of Austria applies exclusively.

8.3 The place of jurisdiction for all disputes arising out of or in connection with these terms is the Commercial Court Vienna.

These terms form part of all contracts between Gradient Solutions GmbH and its customers. By using our services the Customer accepts these terms.

This is a translation provided for convenience. In the event of any discrepancy, the German version at gradientsolutions.io/agb.html shall prevail.