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. The use of the InsightHub software is governed exclusively by the InsightHub terms.

Where these GTC require written form, text form suffices, for example an email or a messenger message. Terminations must be made at least by email.

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 & Additional Orders

Offers made by the Contractor are non-binding and, unless stated otherwise, valid for 30 days. The contract is concluded when the Customer accepts the offer (signature, electronic signature or consent by email), upon the Contractor's order confirmation, or upon commencement of the provision of the Services.

The Customer may order additional or changed Services in any form, including by phone, by email or via messenger services such as WhatsApp. The Customer's contact persons named in the offer or order confirmation are also entitled to do so. The Contractor confirms such additional orders in text form; unless agreed otherwise, they are billed according to the actual effort at the agreed hourly rate and itemized on the invoice.

For additional orders expected to take more than four hours or affecting agreed fixed prices or deadlines, the Contractor provides an effort estimate in advance and starts after the Customer's approval. The approval may likewise be given in any form, for example by email or messenger message.

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)

Changes to the agreed scope of Services during an ongoing project are governed by the rules for additional orders in section 3.

8. Rights of Use & Source Code

All rights to the work results — in particular to software, plugins, apps, source code, concepts, designs and documentation — remain with the Contractor unless expressly agreed otherwise. Upon full payment, the Customer receives a non-exclusive, non-transferable right, unlimited in time and territory, to use the work results created for it for its own purposes. Until full payment, there is no right of use.

The Customer is entitled to receive source code, repositories, development environments or app projects only if a source code handover has been expressly agreed. Without such an agreement, the Customer may not modify the work results, have them modified by third parties, reproduce them or pass them on, except for backup copies and operation on its own servers or servers operated on its behalf.

The Contractor may reuse work results, plugins and general components in other projects and products; confidential information and data of the Customer are excluded from this (section 9). Content and materials provided by the Customer, such as texts, images and data, remain its property.

Where work results are based on open-source software or are mandatorily subject to an open-source license, such as WordPress plugins under the GPL, the terms of that license take precedence.

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 is excluded. In cases of gross negligence, liability for indirect damages, consequential damages and lost profits is excluded, and liability is limited in amount to the net fee of the respective order or, for ongoing maintenance and service contracts, to the net fee agreed for the last twelve months.

For data loss, the Contractor is liable only to the extent that the loss would also have occurred had the Customer performed regular data backups in line with the state of the art. The Contractor is not liable for the accuracy of AI-generated results or for outages and services of third-party providers (e.g. hosting, cloud services, interfaces); the Customer checks AI results before using them.

Claims for damages become time-barred six months after the Customer becomes aware of the damage and the party causing it, and in any event three years after the damaging event. The Customer bears the burden of proving gross negligence.

These limitations do not apply in cases of intent or gross negligence of an extreme degree, to personal injury, or to claims under the Product Liability Act.

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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