General Terms and Conditions

1. General

The deliveries, services, and offers of XBC-Digital GmbH ("XBC-Digital") are subject to these General Terms and Conditions ("GTC"). These GTC apply to all business transactions between XBC-Digital and the client ("Client" or "Customer") insofar as no deviating regulations have been agreed in the contracts between XBC-Digital and the Client.

General Terms and Conditions of the Client do not apply unless XBC-Digital expressly agrees to their validity. Conflicting and deviating conditions are not recognized unless XBC-Digital expressly agrees to their validity in writing. The following terms and conditions apply exclusively even if XBC-Digital executes delivery and service without reservation despite knowledge of conflicting and/or conditions deviating from the following terms and conditions.

2. Remuneration

All prices are, unless otherwise expressly stated, exclusive of VAT and stated in euros.

The time and quantity specifications stated in the separate contract are based on estimates by XBC-Digital. Billing is carried out – unless otherwise agreed – according to actual effort or consumption.

Costs for travel, daily, and accommodation allowances are invoiced separately to the Client. The amount of the corresponding billing rates is based on the agreed prices. Travel time of XBC-Digital employees is considered working time. Additional costs, such as accommodation costs, are billed to the Client according to actual expenses.

All prices are understood to be from the location of XBC-Digital and without installation, installation, or setup.

Installation, installation, and setup work is billed according to time spent at the agreed hourly rates.

Ongoing fees for services are subject to annual value adjustment based on the consumer price index 2020 published monthly by Statistics Austria. The index number announced for the month of contract conclusion serves as the reference value for adjustments. XBC-Digital is entitled to adjust these fees as of January 1 of each year.

Should labor costs change due to collective bargaining agreements (IT collective agreement) or internal company agreements, or should other cost centers relevant to calculation or costs necessary for service provision, such as those for materials, energy, transport, external work, financing, etc., change, XBC-Digital is entitled to increase or reduce prices accordingly. Increases are deemed accepted by the Client if they do not exceed 10% of the annual contract value per year.

All fees and taxes arising from the contractual relationship (in particular VAT) are billed according to the applicable legal situation. If XBC-Digital is held liable for such charges and taxes, the Client will fully indemnify and hold XBC-Digital harmless.

XBC-Digital is entitled at any time to make service provision dependent on the provision of advance payments or the provision of other securities by the Client in reasonable amounts.

3. Prices and Exchange Rate Conditions

The prices stated in XBC-Digital's offer are based, where applicable, on the currently valid EUR/USD conversion rate, which is stated in the respective offer. XBC-Digital reserves the right to adjust prices of USD-dependent items proportionally in the event of dollar rate fluctuations of +/- 1%.

4. Payment Terms, Default Interest

Unless otherwise contractually agreed, fees are billed as follows:

• Fees for deliveries become due upon (partial) delivery.
• Lump-sum fees are invoiced quarterly in advance.
• Fees based on effort are invoiced monthly in arrears.
• Fees are due promptly upon receipt of invoice, at the latest 14 calendar days after receipt of invoice, without any deduction and free of charges.

Payments by the Client are only considered made at the time of receipt on XBC-Digital's business account. For partial invoices, the payment terms established in the overall contract apply.

In case of payment default by the Client, XBC-Digital is entitled, from the time of due date, at its discretion, to demand compensation for actually incurred damage or default interest according to § 456 Austrian Commercial Code ("UGB"). XBC-Digital is further entitled in this case to demand compound interest in the amount of default interest according to § 456 Austrian Commercial Code.

In case of delayed payment, the Client also owes XBC-Digital default interest according to § 456 Austrian Commercial Code as well as compensation for reminder expenses and costs of out-of-court pursuit of claims, even without fault.

Should the Client's payment default exceed 28 days, XBC-Digital is entitled to stop all deliveries and services or demand advance payments or securities from the Client. XBC-Digital is furthermore entitled to make the fee for all services already rendered immediately due, regardless of any payment deadlines.

Set-off is only permitted to the Client with a counterclaim recognized by XBC-Digital or legally established.

The Client has no right of retention.

The Client commits to compensate XBC-Digital for reminder and collection expenses incurred in case of default.

5. Contract Termination

Unless otherwise agreed, contracts concluded for an indefinite period can be terminated by both contracting parties with observance of a notice period of 3 months to December 31 of each calendar year by registered letter. The date of mailing is decisive for observance of the notice period.

Both contracting parties have the right to extraordinary termination of the contract with immediate effect if there is an important reason. Such an important reason exists for XBC-Digital in particular if,

• the Client does not comply with contractually agreed information obligations;
• the Client defaults on payment of due fees despite reminder and setting of a deadline for more than 60 days;
• the Client makes service provision impossible through persistent non-fulfillment of its cooperation obligations;
• circumstances exist that obviously make timely or continued fulfillment of agreed services impossible, insofar as they are attributable to the Client;
• the Client repeatedly violates essential obligations incumbent upon it from this contract;
• the Client acts in breach of trust towards XBC-Digital.

An important reason for the Client exists in particular if

• XBC-Digital acts in breach of trust towards the Client.

If the contract is declared terminated by the Client with immediate effect, XBC-Digital has in any case a claim to the fee for services provided by it up to that time in accordance with the contract. Any claims for damages and/or contractual penalties and/or remuneration for service parts not yet executed remain unaffected.

An extraordinary termination must be made in writing, by registered letter, after the occurrence of the respective termination reason and knowledge by the party entitled to terminate.

6. Scope of Services

The scope of services of XBC-Digital is defined in a separate contract (e.g., framework agreement, service order, or commissioned offer) with the Client. Unless otherwise agreed, XBC-Digital provides services during XBC-Digital's usual business hours.

The basis for the facilities and technology used by XBC-Digital for service provision is the qualitative and quantitative service requirement of the Client, as determined on the basis of information provided by the Client.

If new requirements of the Client require a change in services or the technology used, XBC-Digital will, at the Client's request, submit a corresponding offer.

XBC-Digital is entitled to change the facilities used for service provision at its discretion if no impairment of services is expected.

Services by XBC-Digital that are used by the Client beyond the respectively agreed scope of services are remunerated by the Client according to actual personnel and material expenses at the rates valid at XBC-Digital. This includes in particular services outside XBC-Digital's usual business hours, analyzing and eliminating disruptions and errors that arose due to improper handling or operation by the Client or other circumstances not attributable to XBC-Digital.

The Client expressly authorizes XBC-Digital to assign suitable third parties tasks for contract fulfillment. No contractual relationship is established between the Client and the third party. XBC-Digital commits in this case to comply with all relevant provisions of data protection law in the respectively applicable version.

If XBC-Digital mediates services of third parties at the Client's request, these contracts are concluded exclusively under the respective terms and conditions of the third party.

Minor or other changes to XBC-Digital's service or delivery obligations that are reasonable for the Client are deemed approved in advance.