Terms and Conditions

1. Scope of Application

These General Terms and Conditions (GTC) apply to all contracts concluded between Ing. Simon Gorski, MA (SG5 Digital Solutions, hereinafter the “Contractor”) and its Customers concerning consulting, development and integration services. Deviating or supplementary terms and conditions of the Customer become part of the contract only if the Contractor has expressly consented to them in writing.

2. Subject Matter of the Contract

The Contractor provides the Services described in the respective offer or order confirmation — typically the conceptual design, development, integration and maintenance of software, web, AI and automation solutions, as well as related consulting and training services.

Unless expressly agreed otherwise, the Contractor owes the provision of services within the meaning of §§ 1151 et seq. ABGB (Austrian Civil Code), not the achievement of a specific work result (Werkerfolg).

3. Offer & Order Placement

Offers made by the Contractor are non-binding. The contract is concluded upon the Contractor's written order confirmation or upon commencement of the provision of the Services. Verbal side agreements require written confirmation to be effective.

4. Duties of the Customer to Cooperate

The Customer shall provide, in a timely and complete manner, all information, data, access and contact persons required for the provision of the Services. Delays attributable to late or incomplete cooperation shall not be to the detriment of the Contractor.

5. Remuneration & Payment Terms

Unless otherwise agreed, Services are invoiced on an hourly basis according to the time and effort actually expended. Fixed-price agreements are concluded only where the scope of Services has been clearly defined in advance.

• Unless otherwise stated, invoices are due for payment within 14 days of the invoice date without deduction.
• In the event of late payment, default interest at the statutory rate as well as reminder fees will be charged.
• For longer-running projects, the Contractor is entitled to issue monthly or milestone-based partial invoices.
• Expenses for third-party services (hosting, licenses, cloud services, APIs) are passed on separately at cost.

6. Deadlines

Delivery and completion dates are non-binding unless they have been expressly agreed as binding. Delays due to force majeure, supplier failures or circumstances attributable to the Customer extend the deadlines accordingly.

7. Changes to the Services (Change Requests)

If the Customer requests changes to the agreed scope of Services during an ongoing project, the Contractor will estimate the associated additional time and cost and submit this estimate in writing for approval before implementation.

8. Rights of Use and Copyright

All Work results (source code, concepts, designs, documentation) remain the property of the Contractor until payment has been made in full. Upon full payment, the Customer receives a non-exclusive right of use in the project-specific Work results, unlimited in time and territory.

Tools, libraries, frameworks and general components that the Contractor uses across projects remain its property and may be reused for other projects.

9. Confidentiality

Both contracting parties undertake to treat all information obtained in the course of the cooperation as confidential and not to disclose it to third parties. This obligation continues to apply without time limit beyond the termination of the contractual relationship.

10. Data Protection & Commissioned Processing

Personal data is processed in accordance with our Privacy Policy. Where the Contractor processes personal data of the Customer in the course of providing the Services, a data processing agreement (DPA) pursuant to Art. 28 GDPR is concluded.

11. Warranty

The Contractor warrants the professional provision of the Services in accordance with the state of the art customary at the time of performance. Defects must be notified in writing without undue delay, but no later than 14 days after handover.

In the case of justified notices of defects, the Contractor will, at its own discretion, remedy the defect, provide a replacement or grant a reasonable price reduction.

12. Liability

The Contractor is liable for damages only in cases of intent and gross negligence. Liability for slight negligence, indirect damages, loss of profit, loss of data and consequential damages is excluded.

The Contractor's total liability is limited to the net remuneration agreed in the respective order, but in no event exceeds the net remuneration paid by the Customer in the preceding twelve months. Liability for personal injury remains unaffected.

13. Subcontractors

The Contractor is entitled to engage suitable subcontractors (e.g., hosting providers, cloud services, partner studios) to fulfill its obligations. Responsibility for the proper provision of the Services remains with the Contractor.

14. Term & Termination

The term of the contract is determined by the respective order. Unless otherwise agreed, maintenance and service contracts may be terminated in writing by either party subject to a notice period of one month, effective at the end of a month.

The right to extraordinary termination for good cause remains unaffected.

15. Online Dispute Resolution

The European Commission provides a platform for online dispute resolution: ec.europa.eu/consumers/odr.

16. Governing Law & Place of Jurisdiction

Austrian law applies exclusively, to the exclusion of its conflict-of-laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction for all disputes is the court having subject-matter jurisdiction in Vienna, provided that the Customer is an entrepreneur within the meaning of the UGB (Austrian Commercial Code).

17. Severability Clause

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by the valid provision that comes closest to its economic purpose.

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