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Terms and Conditions

  1. Scope
    • These General Terms and Conditions (GTC) apply to all legal transactions between MouseTimer FlexCO (hereinafter referred to as the “Licensor”) and its customers (hereinafter referred to as the “Licensee”), in particular to:
      • the granting of rights of use to software in accordance with the software licence agreement,
      • the provision of service and support services in accordance with the Support Level Agreement (SLA),
      • other consulting, implementation or additional services.
        • Any deviating, conflicting or supplementary terms and conditions of the Licensee shall only become part of the contract if the Licensor has expressly agreed to their validity in writing.
    • Side agreements, amendments and supplements must be made in writing.
  1. Conclusion of contract
    • Offers made by the Licensor are subject to change and non-binding unless they are expressly marked as binding.
    • A contract shall only come into effect upon written order confirmation by the Licensor or upon actual performance of the service.
  2. Scope of services
    • The specific scope of services is set out in the respective individual contract (software licence agreement, SLA or separate agreement).
    • The Licensor is entitled to engage subcontractors to fulfil its obligations, but remains responsible to the Licensee for their performance.
  3. Rights of use for software
    • The licensee receives a non-exclusive, non-transferable right to use the software in accordance with the provisions of the software licence agreement, limited to the term of the contract.
    • Editing, decompiling or otherwise modifying the software is not permitted, unless this is expressly permitted by law.
    • The source code will not be provided.
  4. Support and services
    • The scope, service hours, response times and solution times are specified in the respective SLA.
    • Services that exceed the scope agreed in the SLA will be charged separately on a time and material basis.
  5. Licensee’s obligations to cooperate
    • The licensee undertakes to provide all information necessary for the performance of the contract in a timely and complete manner.
    • The licensee undertakes to fulfil all technical requirements necessary for the performance of the contract.
    • The licensee is responsible for the proper backup of their data.
    • Delays due to failure to fulfil obligations to cooperate or failure to do so in a timely manner shall extend the deadlines accordingly.
  6. Remuneration and terms of payment
    • Remuneration shall be based on the prices agreed in the individual contract.
    • All fees are subject to statutory value added tax.
    • Invoices are due within 7 days of the invoice date without deduction.
    • In the event of late payment, the licensor is entitled to charge default interest at a rate of 9.2% p.a. above the base rate in accordance with § 456 UGB (Austrian Commercial Code) and to suspend services.
  7. Price adjustments
    • The agreed fees shall be adjusted annually on 1 January of each calendar year in line with the consumer price index 2020 (CPI 2020) published by Statistics Austria or the index replacing it.
    • To calculate the adjustment, the index value for August of the previous calendar year is compared with the index value for August of the year on which the initial price was based.
    • If this results in a percentage change, the fees shall be increased or reduced by the same amount.
    • Adjustments are only made if the change compared to the base period is at least 3%. Once this threshold is exceeded, the entire change is taken into account.
    • All amounts are rounded to the nearest cent.
    • The licensor is entitled to invoice the changed fees unilaterally without the need for separate notification or consent from the licensee.
    • If the CPI 2020 is discontinued, it shall be replaced by the successor index officially announced by Statistics Austria. If no such index exists, the parties shall mutually agree on a replacement benchmark that comes as close as possible to the discontinued index in economic terms.
  8. Warranty and liability
    • The Licensor warrants that it is entitled to grant the agreed rights of use to the software.
    • The software is not guaranteed to be completely free of errors.
    • The licensor shall only be liable for intent and gross negligence. Liability for slight negligence, indirect damage, loss of profit and data loss is excluded to the extent permitted by law.
    • Liability is limited to the amount of the fees paid within the last twelve months prior to the occurrence of the damage.
  9. Intellectual property
    • All rights to software, documentation, trademarks, logos, methods, processes and other intellectual property rights remain exclusively with the Licensor.
    • The licensee may only use the software to the extent provided for in the contract.
  10. Confidentiality and data protection
    • Both parties undertake to treat all information disclosed in the course of the business relationship as confidential.
    • The licensee is responsible for complying with all data protection regulations when using the software.
    • If the Licensor processes personal data on behalf of the Licensee, a separate agreement on data processing shall be concluded in accordance with Art. 28 GDPR.
  11. Term and termination
    • The term and termination conditions are set out in the respective individual agreement.
    • The right to extraordinary termination for good cause remains unaffected.
  12. Force majeure
    • Events of force majeure (e.g. natural disasters, strikes, war, epidemics, government measures, power and internet outages) shall release the Licensor from its performance obligations for the duration of their effects.
    • If the force majeure event lasts longer than three months, either party shall be entitled to withdraw from the contract.
  13. Applicable law and place of jurisdiction
    • Austrian law shall apply exclusively, excluding conflict of law rules.
    • The exclusive place of jurisdiction is the court responsible for commercial matters in 9020 Klagenfurt am Wörthersee.
  14. Severability clause
    • Should any provision of these General Terms and Conditions be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
  15. Final provisions
    • These General Terms and Conditions apply in their current version, which is published on the Licensor’s website.
    • Changes to the General Terms and Conditions shall be communicated to the licensee in writing or by email and shall be deemed to have been agreed unless the licensee objects in writing within 4 weeks.
    • Deviating agreements in individual contracts shall take precedence over these General Terms and Conditions.
    • If contractual documents or general terms and conditions are available in several language versions, the valid German version shall be authoritative in the event of deviations or contradictions. Translations are for information purposes only.