Contractual Terms

The provision of our services is based on the following conditions:

1. Provision of Services

1.a) Philip Farbmacher EPU (hereinafter referred to as Momentum) undertakes to provide the contractually agreed service with due care and diligence and to the best of its knowledge and belief.

1.b) Momentum is not bound by any instructions, unless they serve to clarify any uncertainties that may arise in the performance of the contract, and will meet with the contracting party at agreed dates for coordination meetings.

1.c) In the event of hindrance to the provision of services or foreseeable serious delays in meeting agreed deadlines, there is an immediate mutual obligation to inform each other.

2. Fees, Prices and Expenses

2.a) Setup The contracting party agrees that 50% of the setup costs are to be paid as a deposit upon commissioning. The outstanding amount will be invoiced upon completion of the setup. Completion will be communicated to the contracting party in writing by Momentum.

2.b) Support Support begins on the day the setup is completed. Completion of the setup will be communicated to the contracting party in writing by Momentum. The contracting party agrees that the monthly fee is to be paid annually in advance. The payment of due fees must be made no later than 31.01. of the current calendar year.

2.c) Invoices are to be settled within 14 calendar days of the invoice date and without deductions. For any payment delay, default interest of 1% per month is to be paid, even without prior reminder.

2.d) Additional expenses (travel expenses, accommodation costs, etc.) incurred by Momentum in the course of contract fulfillment for an unplanned on-site deployment are to be reimbursed by the contracting party after prior agreement.

2.e) All prices are understood to be exclusive of value-added tax.

2.f) The fees for support are subject to annual index adjustment, which is calculated on the basis of the Austrian consumer price index.

2.g) The offer does not include any transaction and credit card fees that may be incurred in the event of payment system integration. All such fees are to be borne by the contracting party.

3. Additional Services

3.a) Services that go beyond the agreed scope of services will be evaluated separately and recorded in a further written agreement.

4. Contract Duration and Termination for Support

4.a) The minimum contract term for support services is 24 months from the day of completion of the setup. The completion date will be recorded in writing by Momentum. If termination does not occur 3 months before the agreed contract period, the contract term will automatically be extended by another 12 months. Termination can only be made in writing.

4.b) The contract for support may be terminated by both contracting parties without observing a notice period for important reasons.

An important reason is considered in particular:

when a contracting party breaches essential contractual obligations, or

when a contracting party encounters payment difficulties after opening insolvency proceedings, or

when the contracting party fails to make the agreed advance payments before the service provider performs the services

4.c) In the event of extensions of service deadlines due to circumstances beyond their control, Momentum is not liable for the consequences of failure to meet the agreed service period. In particular, for those that have been brought about without fault on the part of Momentum despite their willingness to perform.

5. Liability

5.a) The service provider is liable to the contracting party for damages, except for personal injury, only in cases of gross negligence (intent or gross negligence).

5.b) In general, the liability is limited in amount to the amount of the setup fee, to the extent permitted by law, for the services provided. Any claims for damages must be made in writing by the contracting party within 30 calendar days of becoming aware of the damage. Otherwise, the claims will be forfeited.

6. Confidentiality

6.a) Both contracting parties undertake to maintain confidentiality with respect to all information, documents, communications, disclosures and data (hereinafter referred to as "confidential information") about the contracting party, whether provided orally, in writing, or through electronic data transmission, which is known in connection with this cooperation.

6.b) Momentum is entitled to destroy all documents resulting from the project after one year from the completion of the project, provided that they have not been requested by the contracting party.

‍7. Non-competition, Rights and Obligations of the Client

7.a) The contracting party undertakes to grant Momentum an exclusive right to the services agreed upon in the offer during the term. Furthermore, the client acknowledges the obligation to cooperate in the implementation of the agreed scope of services.

7.b) The client is obliged to cooperate with Momentum to a reasonable extent in order to fulfill the contractual obligations.

8. Warranty

8.a) The warranty period is 24 months from the delivery date, which will be communicated in writing by Momentum.

9. Reference The contracting party grants consent to Momentum to use the client or the realized project as a reference after the agreed scope of services has been completed. This consent can be revoked at any time without giving reasons.

‍10. Changes All agreements, subsequent amendments, supplements, side agreements, etc. require written form, including the original signature or a secure electronic signature, in order to be valid.

‍11. General

11.a) Momentum reserves the right to have a partner company provide services or partial services for Momentum. A third party may only enter into the contract with the written consent of Momentum on the part of the client.

‍12. Disagreement and Jurisdiction This agreement is subject to Austrian law. For all disputes arising from this agreement, the local jurisdiction of the court having jurisdiction over A-6020 Innsbruck is agreed upon.