General Terms and Conditions

1. General principles
1.1 JTM digital GmbH (hereinafter referred to as "JTM digital") provides all services in the field of mobile and web development and consulting on the basis of these "General Terms and Conditions" (hereinafter referred to as "GTC") and the individual written offer from JTM digital.
1.2 These GTC shall also apply to all future contractual relationships, even if no express reference is made to them in an offer from JTM digital.
1.3 Deviating general terms and conditions of the Customer shall only apply if JTM digital has expressly recognized them in writing.
1.4 Amendments to these GTC must be made in writing. Verbal collateral agreements and declarations shall only be effective if JTM digital confirms them in writing.

2. Scope of services, conclusion of contract
2.1 The scope of the services to be provided shall be based on the written offer from JTM digital.
2.2 Offers shall be valid for four weeks, unless otherwise stated in the offer.
2.3 By accepting the offer, the Customer agrees that the services offered by JTM digital may include recommendations, but that JTM digital shall not be responsible or liable for their implementation or for decisions based on or serving the implementation of the recommendations.
2.4 The contract shall be concluded upon acceptance of the offer submitted by JTM digital. Acceptance shall take place upon receipt by JTM digital of the order confirmation enclosed with the offer and signed by the Customer.

3. Obligations to cooperate
3.1 The Customer shall ensure that JTM digital is provided with all necessary information and data in a timely manner, even without special request, and that the necessary reliable, correct and complete information is provided. This shall also apply to all information, data, processes and circumstances that are only available or become known during the provision of the service.
3.2 The relationship of trust between the Customer and JTM digital requires that JTM digital is comprehensively informed about previously performed and/or ongoing services that are related to the services to be provided.
3.3 The Customer shall ensure that all requirements as set out in the offer are correct.
3.4 The client shall make all decisions necessary for the provision of the agreed services in a timely manner and obtain any necessary approvals (e.g. approvals from the group management, the supervisory board, the employees, the works council, etc.).
3.5 The client and its representatives shall be solely responsible for the following, among other things:
3.5.1 To perform all management functions and make all management decisions,
3.5.2. to select a competent member of management to oversee the service provided by JTM digital,
3.5.3. assess the appropriateness and results of this service on behalf of the company,
3.5.4. to take responsibility for the results of these services, to establish and maintain internal controls, including our activities, without limitation.
3.6 If the agreed services are provided on the client's premises, the client shall provide the necessary office infrastructure free of charge and ensure that all organizational framework conditions are in place and that the undisturbed provision of services is guaranteed.
3.7 If the Customer violates its obligations to cooperate or if there are other circumstances outside the sphere of influence of JTM digital which prevent JTM digital from providing the agreed services, an agreed schedule (milestones) shall be postponed. In addition, JTM digital shall be entitled to charge the Customer for any additional costs (e.g. idle time of the employees deployed).

4. Performance of the services
4.1 JTM digital owes the provision of the services specified in the offer, but not a specific economic success.
4.2 JTM digital is entitled to regard the information and data provided by the customer as correct and complete. Unless expressly agreed otherwise, JTM digital is not obliged to identify inaccuracies.
4.3 JTM digital will endeavor to comply with the Customer's request for the deployment of certain employees, but expressly reserves the right to deploy and reassign employees at its own discretion, as is appropriate, expedient and possible for the provision of the services.
4.4 JTM digital shall be entitled to have agreed services performed in whole or in part by cooperation partners or competent third parties.

5. Rights of use, protection of intellectual property, confidentiality
5.1 All documents provided by JTM digital in paper or electronic form (in particular offers, analyses, statements, expert opinions, etc.) are the intellectual property of JTM digital until the time the order is concluded and, with the exception of documents relating to the initiation of the order, become the intellectual property of the customer upon conclusion of the order. The customer recognizes the rights of JTM digital to the documents, whether or not the documents are protected by copyright, trademark or competition law.
5.2 In the event of a breach of point 5.1, JTM digital shall be released from any liability for any damages resulting therefrom.
5.3 The relationship of trust between the Customer and JTM digital requires strict confidentiality. With regard to this contract and all information provided in connection with this service contract that has been designated as confidential by the disclosing party, the recipient undertakes to protect the confidential information adequately or in accordance with the applicable professional principles, to use it only for the performance of this contract and to reproduce it only to the extent necessary for the performance of the contract. Confidentiality does not apply to information that is already known to third parties or the recipient.
5.4 JTM digital, its employees and the cooperation partners involved undertake to maintain secrecy about all matters that become known to them in connection with their work for the customer.
5.5 JTM digital may only hand over transmitted data and other documents relating to the activity and its results to third parties with the consent of the Customer.
5.6 The obligation to maintain confidentiality shall also apply for the period after termination of the contract. Exceptions to this are cases in which there is a legal obligation to provide information or if JTM digital has been expressly released from the obligation of confidentiality by the client.

6. Data protection
6.1 JTM digital is responsible under data protection law within the meaning of the General Data Protection Regulation ("GDPR") with regard to all personal data processed within the scope of the order. JTM digital is entitled to process personal data entrusted to JTM digital within the scope of the subject matter of the service, to store it in electronically managed files and to have it processed by third parties with whom a corresponding processor agreement within the meaning of Art. 28 GDPR has been concluded. Materials provided to JTM digital (paper and data carriers) will generally be handed over to the Customer or to third parties named by the Customer after completion of the relevant service provision or, if this has been agreed separately, will be stored or destroyed by JTM digital. JTM digital is entitled to keep copies of these insofar as it needs them for the proper documentation of the services or if it is legally required or customary in the profession.
6.2 JTM digital undertakes itself and its employees to maintain data secrecy in accordance with the applicable provisions of the GDPR and the Data Protection Act in its current version (currently DSG as amended by the Data Protection Amendment Act 2018) and will also oblige any third parties involved to do the same.
6.3 JTM digital shall use appropriate technical and organizational measures, always adapted to the current state of the art, to secure the processed data, taking into account the nature, scope, circumstances and purposes of the processing as well as the different probabilities of occurrence and severity of the risks to the rights and freedoms of the data subjects, in order to ensure that data processing is carried out in accordance with the requirements of the GDPR. However, the Client hereby agrees that (in the absence of a written agreement to the contrary in individual cases) electronic communication between the Client and JTM shall take place digitally or vice versa in unencrypted form. The client declares that it is aware of the risks associated with the use of unencrypted electronic communication (in particular access, confidentiality, alteration of messages in the course of transmission).

7 Fee
7.1 The amount of JTM digital's fee shall depend on the type and scope of the agreed services and shall be specified in JTM digital's offer. In the absence of an express agreement, an appropriate fee shall be owed.
7.2 Any travel expenses incurred by JTM digital employees and cash expenses shall be charged separately.
7.3 Unless otherwise agreed in the offer, invoices shall be issued monthly in arrears.
7.4 Any objections to invoices must be made in writing to JTM digital within seven days of receipt. Failure to raise objections within this period shall be deemed acknowledgement of the invoice.
7.5 In the event of late payment, JTM digital shall be entitled to charge interest on arrears at a rate of 8% above the base interest rate (in accordance with ยง 352 UGB). Furthermore, JTM digital shall be entitled to temporarily suspend ongoing services and to withdraw from the contract after an unsuccessful reminder. The customer shall bear all reminder and collection charges and legal costs incurred and necessary for appropriate legal action.

8 Termination
8.1 Unless otherwise agreed (e.g. in the case of the commissioning of definable projects or parts of projects), the contract may be terminated by either party in writing with 30 days' notice to the end of a calendar month.
8.2 JTM digital reserves the right to terminate the business relationship in whole or in part with immediate effect by written notice if it becomes apparent that 8.2.1. due to a change in laws, case law or other regulations or 8.2.2. due to a change in other circumstances (including changes in the ownership structure of your company or your affiliated companies) a continuation of our assignment would be unlawful, in particular if the continuation of the assignment would be contrary to independence regulations or professional principles.
8.3 The customer shall reimburse JTM digital for the services rendered and expenses incurred up to the expiry of the contractual relationship and shall compensate JTM digital for all costs and expenses incurred in connection with the termination.

9 Liability
9.1 JTM digital shall only be liable for the contractual result to the extent agreed below and in no case for interim reports including e-mails and other communication communicated during the project period.
9.2 JTM digital shall only be liable for damages insofar as intent or gross negligence is proven. Liability for slight negligence is excluded in any case. This shall apply equally if JTM digital uses third parties to fulfill the contract.
9.3 JTM digital shall under no circumstances be liable for loss of profit, consequential damage caused by defects, indirect and consequential damage or pure financial loss of any kind.
9.4 Furthermore, JTM digital's liability shall be limited to the amount of the order, but to a maximum of EUR 100,000. A single case of damage is to be understood as the sum of the claims for damages of all claimants resulting from a uniform service. JTM digital shall also only be liable for damages incurred within the scope of several similar, uniform services due to several breaches based on the same professional error up to the order amount or up to a maximum of EUR 100,000.
9.5 If, in the opinion of the Customer, the possible volume of damage exceeds the aforementioned amount, JTM digital shall, at the request of the Customer, attempt to take out supplementary insurance to the existing liability insurance to cover this risk, provided that the Customer pays the insurance premium incurred for this.
9.6 Any claims for damages must be asserted in court within three months of becoming aware of the damage, but no later than three years after the event giving rise to the claim, otherwise they shall be excluded.
9.7 If JTM digital calls in a third party to provide its services and has informed the Customer of this in writing, JTM digital shall be released from liability and shall only be liable to the Customer for the damage for which it is responsible.
9.8 Any liability of JTM digital towards persons other than the Customer is expressly excluded. If documents are passed on to third parties by JTM digital with their consent, this shall not give rise to any liability on the part of JTM digital towards the third party. Should JTM digital be liable to a third party in exceptional cases, the above limitations of liability shall apply not only in the relationship between JTM digital and the customer, but also to the third party. In any case of assertion of claims for damages by a third party against JTM digital, the customer shall fully indemnify and hold JTM digital harmless.

10 Loyalty, non-solicitation
10.1 During the term of this contract and for a further period of six months after completion of the contractually agreed services, the customer is prohibited from employing employees of JTM digital who were involved in the fulfillment of the contract. In the event of a breach of this obligation, the Client shall pay a contractual penalty of EUR 50,000.00.

11. Final provisions
11.1 JTM digital shall be entitled to include the Customer's company and the project in its reference list, i.e. to mention or list the company name, company logo or trademarks and a general description of the project to third parties. The client agrees to provide information to a reasonable extent after prior notification via JTM digital.
11.2 The Customer is not entitled to transfer rights or obligations under this contract to third parties without the prior written consent of JTM digital. JTM digital is entitled to transfer rights and obligations arising from this contract to a subsidiary or affiliated company with debt-discharging effect without the separate consent of the Customer.
11.3 JTM digital uses high-quality technology to recognize and filter out unwanted e-mails (spam). Nevertheless, it may happen that an e-mail is mistakenly classified as spam. JTM digital can therefore not guarantee that e-mails from the Customer will actually reach the intended recipient.
11.4 The place of performance is Vienna. For disputes arising from this contract, the jurisdiction of the Commercial Court of Vienna is agreed.
11.5 This contract shall be governed exclusively by Austrian law with the exception of its conflict of law rules.
11.6 Should individual provisions of these GTC be or become ineffective, this shall not affect the remaining content.