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General terms and conditions

General Terms and Conditions – Cedee & Co KG

Article 1. Applicability

  1. These General Terms and Conditions apply to all quotations, services, agreements and other legal relationships between Cedee & Co KG (“Cedee & Co”) and its customers (“Client”).
  2. Deviations from these terms and conditions are only valid if agreed in writing.
  3. General purchase conditions or other terms and conditions of the Client do not apply.
  4. These terms and conditions also apply to any third parties engaged by Cedee & Co for the performance of the assignment.

Article 2. Quotations and conclusion of the agreement

  1. All quotations are without obligation and valid for 30 days, unless stated otherwise.
  2. An agreement is concluded after digital signing of the quotation by the Client.
  3. Quotations apply to the entire quoted project; parts cannot be claimed separately.

Article 3. Performance of the assignment

  1. Cedee & Co performs assignments on a best-efforts basis: we act professionally to achieve a good result, but cannot guarantee a specific outcome, unless explicitly stated otherwise in the quotation.
  2. Additional work – i.e. work outside the agreed scope – will be carried out at the then applicable hourly rate, unless agreed otherwise in advance.
  3. Additional work agreed orally (for example by the designated contact person of the Client) may be carried out and invoiced by Cedee & Co.
  4. Cedee & Co is only responsible for the work explicitly stated in the agreement.

Article 4. Term and termination

  1. Project-based agreements end automatically upon completion and delivery.
  2. For ongoing agreements:
    • they are tacitly renewed each year for a period of one year, unless terminated in writing at least three months before the end date;
    • termination may be given by e-mail.
  4. In the event of early termination by the Client, all work already performed will be invoiced in full.
  5. If the Client cancels an assignment within 14 days before the planned start date, Cedee & Co may charge 50% of the quoted project amount.

Article 5. Fees and price changes

  1. All prices are exclusive of VAT and exclusive of any licence fees, travel expenses or other costs.
  2. Cedee & Co may adjust its fees annually to reflect inflation or market-based indexation.
  3. Additional work is invoiced on the basis of subsequent calculation (actual hours spent).
  4. If suppliers of software or licences increase their prices, Cedee & Co may pass on these increases to the Client.

Article 6. Payment

  1. The applicable payment term is stated on the invoice.
  2. Any collection costs are fully payable by the Client.
  3. Complaints about invoices must be reported within 14 days and do not suspend the payment obligation.
  4. Cedee & Co may suspend its work as long as outstanding invoices have not been paid.

Article 7. Delivery and completion of services

  1. Cedee & Co aims to meet agreed deadlines, but these deadlines are not strict deadlines (time is not of the essence).​
  2. Completion takes place when Cedee & Co indicates that the work is finished. Completion will take place as much as possible via personal (online) contact.
  3. If the Client does not submit any written objections within 14 days after completion, the delivered work is deemed to have been accepted.

Article 8. Obligations of the Client

  1. The Client shall provide all information, access and cooperation necessary for the performance of the assignment in a timely manner.
  2. The Client guarantees the accuracy and completeness of the information provided.
  3. Any delays or additional costs resulting from missing or late delivery of required information will be charged to the Client.

Article 9. Intellectual property

  1. All intellectual property rights to software, documentation, configurations, advice, scripts, integrations or other deliverables remain with Cedee & Co or its licensors.
  2. The Client only obtains a non-exclusive, non-transferable right of use.
  3. The Client may not copy, modify, disclose, reverse-engineer or further distribute software or configurations without written permission.
  4. Cedee & Co may apply technical protection measures; the Client may not circumvent these.

Article 10. Liability​

  1. Cedee & Co is not liable for indirect damage, such as: 
    – business interruption or loss of production
    – loss of revenue
    – delays
    – loss of data
    – damage caused by errors in third-party software 

  2. The maximum direct liability of Cedee & Co is always: 
    the invoiced amount of the assignment with a maximum of €100,000, 
    unless the liability insurance pays out a higher amount.
  3. The Client must report damage as soon as possible and take all reasonable measures to limit such damage.
  4. The Client indemnifies Cedee & Co against third-party claims related to the performance of the agreement.

Article 11. Force majeure

  1. Cedee & Co is not liable in the event of force majeure, which includes, among other things: power outages, internet failures, failures at suppliers, illness, war, natural disasters, government measures or other circumstances beyond its control.
  2. In the event of force majeure, Cedee & Co may suspend or terminate the agreement without any obligation to pay damages.

Article 12. Confidentiality

  1. Both parties shall treat confidential information as strictly confidential.
  2. This obligation continues to apply after termination of the agreement.

Article 13. Governing law and competent court

  1. The agreement is governed by Austrian law, unless otherwise agreed in writing.
  2. Disputes will be submitted to the competent court in the district where Cedee & Co has its registered office.