1.1 The following general terms and conditions shall apply to all offers, legal transactions and other services of the Objectbay Software & Consulting GmbH, hereinafter called "Objectbay". They shall also apply for delivery of software and other products as well as other services. Agreements that deviate from these General Terms and Conditions, shall be deemed binding only if Objectbay has explicitly confirmed them in writing, for example by concluding an individual contract. In the case of contradictions concerning the contractual basis, the following provisions shall be applicable in the sequence below: (1) a potential contract concluded between Objectbay and the client, (2) an order confirmation that the client has received from Objectbay, (3) other possible individual agreements, if confirmed by Objectbay in writing, (4) these General Terms and Conditions and (5) dispositive statutory standards.

1.2 Any General Terms and Conditions of the client shall not apply, even if Objectbay does not expressly reject them when the contract is concluded. In the context of current business relations the present General Terms and Conditions shall also apply to all subsequent deliveries and services, even if not explicitly agreed upon. It is expressly pointed out that special conditions of third parties may apply to services, software and data of third parties that Objectbay also sells.

1.3 "Software" are basically sold and distributed computer programs, as well as those which are individually developed or adapted for the client within the meaning of § 40a of the Copyright Act. "Software as a service" ("SaaS") is a software which is run by Objectbay in its own data center for use by the client and made accessible to the client via Internet. "Subscriptions" are standing orders of software of limited duration which Objectbay sells and distributes on behalf of third parties and which therefore shall be explicitly distinguished from the term "Software" within these General Terms and Conditions. "Support-Services" are services performed by Objectbay or its business partners to maintain software and to provide support in case of problems, in particular also within the framework subscriptions. "Custom development" is software which is developed by Objectbay individually for and on behalf of the client. "Trainings" are training services which are provided by Objectbay either in public or individually for the client. "Client" is every contractual or negotiating partner of Objectbay, in particular everyone who places an order, regardless of whether a contract has been concluded or not.


2.1 All offers of Objectbay are without obligation or binding effects after the expiry of the time limit prescribed in the offer and are to be understood merely as an invitation to place an order. Agreements, orders, offers, modifications, cancellations etc. made orally, by phone, telegram, telefax or e-mail shall only be binding for Objectbay, if they are expressly confirmed in writing or executed by Objectbay. Silence on the part of Objectbay does not count as consent.

2.2 Obvious errors (e.g. misspelling or calculation errors) shall entitle Objectbay to either cancel the contract or change the agreed prices and services appropriately.

2.3 Any agreements arranged by employees or other representatives of Objectbay who are not entitled explicitly and in written form to conclude a contract or to make a binding declaration of intent require the express confirmation of Objectbay in written form to be legally effective.


The following provisions shall apply to any software, trainings, goods, and subscriptions that Objectbay distributes and sells: At the time of contract conclusion, the client is aware of the essential functional features, the scope, the performance, and the possible applications of the object of agreement (in particular of the software or subscription); he shall bear the sole risk for the selection of software and services offered by Objectbay, in particular that the object of agreement meets his needs and requirements. The client is obliged to inform himself about the possible technical applications, operating requirements and conditions of the software on his own initiative; the client has no right to the subsequent implementation of functionalities or additional features. In any case of doubt, the client should seek advice from an employee of Objectbay or from expert third parties prior to the conclusion of the contract. He does not obtain any rights through the omission of this request. Objectbay assumes no liability that the client omits this request and therefore may not have the necessary technical applications, operating requirements and conditions to use the object of agreement. Thus, the client takes the sole responsibility for the use of the software and the results achieved through it.


4.1 Object of agreement is every individually agreed service to be provided by Objectbay. In the absence of an individual agreement, the objects of agreement are any software, goods, and services offered by Objectbay. Objectbay delivers the software (including any documents, suggestions, concepts, test programs, etc.) according to the product prescription and the price lists for any products sold and distributed by Objectbay, first of all only in machine-readable form (object code). The source code is only part of the object of agreement in case of custom development or Open Source software whose licensing terms allow this, or if this is explicitly stated in the contractual documents. Subscriptions sold and distributed by Objectbay are subject to the provisions of their manufacturer.

4.2 The following provisions shall apply to any subscriptions, services, and trainings which are sold but not delivered by Objectbay: Objectbay only acts as an intermediary and re-seller. The object of agreement is subject to the provisions of the manufacturer.

4.3 The delivered software corresponds to the descriptions of the user documentation; Objectbay does not owe any additional features of the software, with the exception of special orders made by the client which Objectbay has expressly accepted. Illustrations, for example in the user documentation, in test programs, in product or project descriptions, etc. are not to be deemed as agreed property commitments. Property commitments require an explicit and written confirmation of Objectbay. Unless agreed otherwise between the parties, the software will be delivered in the latest version which is current at the time of delivery.

4.4 Individual specifications or demands on the object of agreement or on the services to be provided by Objectbay or on any other additional services and deliveries of Objectbay require the explicit and written confirmation of Objectbay; unless agreed otherwise, they are provided by Objectbay under the conditions indicated in the respectively valid price lists. In the event of modifications to standard products of Objectbay and custom development, the client is solely responsible that all the information required for the software adaption or development is transmitted in time.


5.1 The following provisions shall apply to the Software delivered by Objectbay: All of the tangible and intangible rights to the object of agreement (software, documents, suggestions, test programs, etc.), in particular intellectual property rights, all copyrights, and the respective powers to all programs, documents, and information relinquished within the scope of the initiation and/or the execution of the contract, including warranty, support, and maintenance services, are and shall remain the sole property of Objectbay. This also applies if these objects were created as a result of specifications of and/or cooperative work with the client and irrespective of whether or not a contract will be or has been concluded between the client and Objectbay. Relating to these objects, the client therefore only has the non-exclusive rights which are stated in the present Terms and Conditions. The subscriptions and services of third parties that Objectbay sells are subject to the provisions of its manufacturer.

5.2 Without prior express permission of Objectbay, it is expressly prohibited to copy or duplicate the object of agreement as well as to make it accessible and/or pass it on for the purpose of enabling non-licensed and/or unauthorized persons to use it.

5.3 If no contract has been concluded, all objects of agreement (software, documents, concepts, suggestions, test programs, etc.) are to be deleted or returned to Objectbay immediately; they may not continue to be used.

5.4 Objectbay guarantees that the rights of the client are not opposed by any rights of third parties. Otherwise the client is entitled to withdraw from the contract after setting a deadline with a threat of termination in written form unless Objectbay provides him with a legally faultless opportunity to use the contractually agreed software within a reasonable time.

5.5 Objectbay will ward off any claims raised against the client by third parties based on violation of property rights that are due to the deliveries or services of Objectbay at its own expense, unless such claims result from faults attributable to the client. The client may not acknowledge such claims on his own initiative; otherwise he will lose all his rights vis-à-vis Objectbay. He entitles Objectbay, as far as legally possible, to undertake the dispute with the third party in and out of court alone, and shall immediately and unsolicitedly perform all required actions and omissions, in the event of a legal dispute particularly a third-party notice, pursuant to § 21 Code of Civil Procedure. The client shall inform Objectbay about third-party claims immediately and comprehensively in written form. If any claims are asserted arising from the violation of property rights which Objectbay is held responsible for, Objectbay is entitled to modify or exchange the software at its own expense, or to obtain a right of use. If this is not possible with reasonable efforts, the client is to return the original and all copies of the software including provided documents immediately at the demand of Objectbay. Thus, all claims of the client concerning the violation of property rights and the copyright law are conclusively regulated, under exclusion of any further obligations for Objectbay.


6.1 The client is entitled to set up and to use the software products stated in the contractual documents, which also include a possible invoice, to the contractually agreed extent or the also delivered license. The client receives these non-transferable and non-exclusive rights of use – subject to other provisions of these General Terms and Conditions – basically for the duration which is regulated in the contractual documents or the delivered license or otherwise for unlimited duration. In some cases an agreed fee must be paid for the use. Any other rights to the object of agreement apart from those mentioned in the contractual documents or in these General Terms and Conditions are reserved to Objectbay. Subscriptions delivered by Objectbay are subject to the provisions of their manufacturer.

6.2 The client is entitled to save data according to the technical rules and therefore to create the necessary backup copies of the software for internal purposes. Backup copies on movable data storage devices are to be marked as such and are to be provided with the copyright notice of the original data storage device. The user documentation may only be printed on paper and copied for internal purposes. The client may not change or remove the copyright notices of Objectbay.

6.3 The client or a third party integrated by the client may use the software delivered by Objectbay under the conditions of the respective license only. In case of doubt, however, subject to legally, possibly even mandatorily granted rights, they may not change, decompile, and/or use the source code for their own purposes, nor develop the same or similar software by using the Objectbay software as a template.

6.4 When delivering the software due to the client’s order, the rights of the client become effective with the transfer of the software to him (according to point 8.1). If he does not receive the software due to his first order but e.g. for the purpose of improvement or maintenance, these rights become effective as soon as the client saves the software on a hard disc or runs the software on a CPU. As soon as he uses the new software productively, the rights granted relating to the previously transferred and now replaced software shall expire. However, he is entitled to use the new software concurrently with the old operationally used software as a test system under the rules of the price and condition lists for three months.

6.5 Any use of the software that goes beyond the provisions of these General Terms and Conditions or the price and condition lists requires the prior written consent of Objectbay. If the software is used without this consent, Objectbay is, subject to all other rights, authorized to withdraw the rights of use from the client and to claim damages. In this case, the terms of the current price and condition list indicate the minimum compensation as the contractual penalty. The enforcement of a demand for any further compensation or any other claims remains reserved.

6.6 The software of other manufacturers is primarily subject to the specific provisions of these manufacturers and subsidiary the contractual terms of Objectbay mentioned in point 1.1. Basically, Objectbay only sells and distributes such rights to this software that are required for using these programs in combination with the Objectbay software. A right of modification or transfer is not included in principle.

6.7 It is explicitly pointed out that further rights or restrictions of use as well as other regulations may arise from the current price and condition lists.

6.8 The client is to provide the appropriate working environment for the software (e.g. hardware, operating system, etc.) according to the guidelines of Objectbay at his own expense. Moreover, he must entirely respect and implement the specifications in the user documentation.

6.9 The client shall support Objectbay in the order fulfillment to the required extent on his own initiative and free of charge, e.g. by providing assistants, workspaces, hardware, software, data, and telecommunication facilities and by contributing to the specifications, tests, approvals, etc. In case of the removal of errors or defects he has to grant Objectbay or a particular third party named by Objectbay access to the hard- or software either directly or by means of remote data transmission. In this regard, Objectbay will protect the essential interests of the client and in particular respect the data protection. Unless an uncomplicated technical access by means of telecommunication facilities is possible or granted, the client is to bear all consequences resulting from this. Agreed deadlines will be postponed according to the duration of the period in which the access is not possible or granted plus an additional reasonable start-up time.

6.10 The client has to take adequate precautions (e.g. data backups, failure diagnosis, etc.) for the case that the software works partly or entirely improperly. Objectbay assumes no liability for any disadvantages resulting from the omission of such precautions.


The client may transfer the object of agreement (in particular: software delivered by Objectbay) to third parties only through resale (e.g. in particular not by renting) if he completely abandons his own use, informs Objectbay in time prior to the intentional transfer and complying with a reasonable period of time about the legal reason as well as any other relevant details in written form, and if Objectbay gives its consent to the transfer of the object of agreement in written form. Objectbay will not unreasonably refuse to give this consent if all requirements and conditions mentioned in this point are existent. Moreover, the client is to present a written declaration of his customer together with the request for consent. According to this declaration, the buyer accepts the conditions of use and transfer vis-à-vis Objectbay that comply with the current standard software contracts of Objectbay. The third party is only entitled to use its contractual rights as soon as the client explicitly affirms in writing, that he has given all original program copies to the third party and has deleted all self-created copies. The transfer of subscriptions is basically prohibited; the provisions of the manufacturer shall apply in this case.


8.1 The software is delivered by transferring the runnable program and the user documentation through the handing over of data storage devices, through installation on a computer, or by means of remote data transmission. The dispatch of tangible objects (software, data storage devices, goods, documentations, etc.) takes place at the cost and the risk of the client.

8.2 Objectbay delivers the current version of standard software as well as subscriptions within one week and older versions within two weeks from the date of contract conclusion. Earlier deliveries require the prior explicit consent of Objectbay in written form.

8.3 If the client is in default with his contribution or information, or if Objectbay is prevented from performance by other circumstances that it is not responsible for, the delivery period shall be extended to an appropriate extent according to the duration of the hindrance. If possible, Objectbay will inform the client about the hindrance in advance.

8.4 Objectbay shall not be responsible for any unforeseeable circumstances and any case of force majeure that happen to Objectbay or its suppliers and therefore cause hindrance and/or delay, or make the delivery impossible, such as legal measures, war, fire, lockout, strike, lack of materials, breakdowns, disruptions of transportation, refusal of delivery by pre-suppliers, shortage of raw materials, etc., as well as any other circumstances beyond Objectbay’s control. Such circumstances entitle Objectbay either to withdraw entirely or partly from the contract, or to postpone the delivery date appropriately, at least according to the duration of the hindrance.

8.5 Objectbay only falls into default if the client issues a reminder. All reminders and settings of deadlines require written form to be considered as valid. Periods of grace must be at least twelve working days.


9.1 The price indications are to be understood in EURO plus statutory value-added tax in the respective amount prescribed by law. The prices for software deliveries do not include the costs for transport and packaging. The price which is valid at the time of contract conclusion shall apply. Price changes after this are not taken into account. Otherwise, the reductions to be applied shall be those indicated in the price and condition lists.

9.2 The invoice is made out together with each delivery or service. Payments are due within 14 days from the date of the invoice. A cash discount will not be granted. In case of default in payment and in case of deferment, Objectbay charges annual interest to a minimum of the legal amount (§ 1333 para 2 ABGB); Objectbay is entitled to demand additional interest in the amount that its banks charge for loans.

9.3 If the client is in delay with his payment or fails to meet any other contractual obligations, all other claims of Objectbay shall be due immediately. In this case, Objectbay is entitled to demand prepayment and/or securities. This shall not be deemed as a withdrawal from the contract.

9.4 The client is not entitled to assert any rights of retention or other rights to refuse performance or to set them against any counterclaims unless these are claims which are explicitly acknowledged by Objectbay or determined by a legally binding court decision. The assignment of warranty claims, claims for damages or any other claims is inadmissible.

9.5 Without prejudice to any other provisions of these General Terms and Conditions, at least until the full payment, the object of agreement remains property of Objectbay. Objectbay reserves any other rights to the objects of agreement (e.g. data storage device and user documentation) until the contractual claims are fulfilled completely. If the client is, in whole or in part, in delay with his payment obligation, if he is overindebted or has suspended payment, or if a petition for composition or insolvency proceedings has been filed, Objectbay shall be entitled to take possession of all the goods still subject to the reservation of title immediately; moreover he may assert any other rights arising from the reservation of title immediately; the same applies in the event of any other major deterioration in the economic situation of the client. In the case of imminent or actual access by third parties to the reserved property, especially in case of seizure, the client is obliged to notify Objectbay in writing and to inform the third party about the provisions of Objectbay immediately. Moreover, the client is to take all necessary defensive measures as well as to provide Objectbay with any required support in defending against such claims by third parties.


10.1 Provided that the client has used the deliveries/services according to the specific installation requirements and conforming to the applicable operating conditions, Objectbay guarantees in accordance with the provisions of these General Terms and Conditions, that the deliveries/services have the agreed functionality. For subscriptions as well as for goods and services of third parties which have been sold by Objectbay, the warranty provisions of these manufacturers shall apply.

10.2 The period of warranty will be six months from delivery.

10.3 The term "defect" is (also) understood to mean any errors and malfunctions. A defect shall only be deemed to exist if there are deviations from the valid specifications that interfere with the functionality. There is no warranty for minor and/or insignificant defects or reductions; in particular this applies to any defects which do not affect the agreed or usually expected usability. Moreover Objectbay provides no warranty that the programs work together in the constellation selected by the client, that they run without interruptions or errors, or that all defects can be corrected. Objectbay is not responsible for defects if the defect is based on the tasks and specifications given by the client or the insufficient or faulty cooperation of the client or if the functionalities do not meet the requirements of the client; furthermore, the warranty shall be inapplicable if the client has changed the software on his own initiative without any authorization.

10.4 The client is obliged to inspect and notify defects concerning deliveries and services pursuant to §§ 377 and 378 HGB. The client is to notify in the form of a detailed description of the problem in written form. The warranty covers the diagnosis and the removal of the defect. The client is to notify any possible malfunctions immediately and in detail. Objectbay provides support for the client in his search for defects and the causes of the defects. If the client is not able to prove that Objectbay is responsible for the defect, Objectbay is entitled to charge the client for any services provided concerning this matter.

10.5 The application of §§ 924 and 933b of the Austrian Civil Code (ABGB) shall be excluded.

10.6 The removal of defects is performed within the scope of the software maintenance (point 14), otherwise primarily through improvement. The improvement shall be made at the choice of Objectbay through removal of the defects, through appropriate modification of the software, through the transfer of a new program status, through delivery of new software, or Objectbay suggests reasonable solutions to avoid the effects of the defect. The client is obliged to provide Objectbay with the necessary support; in particular every removal of a defect requires that Objectbay receives all necessary documents and information from the client and that Objectbay is enabled to get unrestricted access to hardware and software during the client’s usual business hours. In any case, the client is to accept a new version unless this leads the client to inappropriate and unreasonable adjustment and reorganization problems.

10.7 The client is entitled to demand the cancellation of the contract or the reduction of the payment only if the (multiple) improvements or removals of the defects have finally failed despite a reasonable grace period of at least 30 days given in writing. In the event of defects in individual programs, the client is not entitled to dissolve the contract concerning the other programs.

10.8 If the (attempted or successful) removal of defects is performed by the client himself or by third parties (substitute performance), any replacement or compensation shall be excluded.


11.1 Objectbay pays compensation only in case of intent or gross negligence. In the event of simple negligence, any liability shall be excluded. The client shall bear the burden of proving that Objectbay has acted intentionally or grossly negligent.

11.2 The liability of Objectbay for any claims of the client resulting from or in connection with the contract shall, irrespective of the legal ground, to the extent it is legally permissible, be limited to a maximum amount of € 10.000,-. To the extent permitted by law, Objectbay shall in no event be liable for any loss of profit, expected but not occurring savings, loss of interest, loss incurred due to claims made by third parties against the client, indirect damage and consequential damage or for damage to recorded data. For all claims for compensation – irrespective of their legal grounds – a limitation period of one year shall apply; this period is to start when the client becomes aware of the damage.

11.3 Objectbay explicitly states the exclusion of protective effects for the benefit of third parties.

11.4 Any liabilities of Objectbay that go beyond the provisions of these General Terms and Conditions shall be excluded, irrespective of their legal grounds.


12.1 Objectbay commits itself to the following: All information received from the client that is expressly designated as confidential must be treated confidentially by Objectbay and shall only be used as far as this is necessary for the fulfilment of the order. Objectbay will respect the rules of data protection. Objectbay is irrevocably entitled to process and to save the data of the client, as far as this is necessary to fulfill the order.

12.2 The client commits himself to keep all business and trade secrets of Objectbay and any kind of information relating to the object of the agreement, in particular any details concerning source codes and development documentation, as well as the content of the agreement concluded with the client strictly secret. Employees and other third parties who have access to the objects of agreement shall be instructed about the copyright law and the obligation of secrecy towards Objectbay in writing and shall be obliged to comply with these regulations. This does not apply to Open Source software or any software whose licensing terms explicitly allow so.

12.3 The client shall keep the objects of agreement, in particular any source codes carefully and safely in order to exclude the possibility of misuse.


In the event of a breach of essential contractual obligations, in particular of the clauses 5.2, 6.1, 6.3 and 7 of these General Terms and Conditions, Objectbay is entitled to withdraw the rights of use from the client at any time. In this case the client must return all deliveries as well as all copies, and delete any saved software unless he is legally obliged to store it for a specific period. Moreover he must confirm the execution of these matters to Objectbay in writing. The obligations of these General Terms and Conditions, in particular those of points 6 and 12, remain in force permanently. The client is not entitled to raise any claims concerning the withdrawal of the right of use against Objectbay.


The following regulations shall apply to the software created and supplied by Objectbay only.

14.1 Objectbay provides the services described in the respectively valid list of prices and conditions as "software maintenance"; these are mainly removals of errors or defects or other modifications within one version level. These services of "software maintenance" will be provided only concerning the latest and the directly preceding software version delivered. Each software version is marked by a designation in the form of certain numerical sequences, separated by a period. The client is obliged to update all installations which he uses currently or in the future continually by importing the modifications made within the framework of the "software maintenance" ("Service Pack", "Software-Care-Pack"). Otherwise he loses all rights regardless of their kind or their legal basis, in particular those concerning software maintenance and warranty (point 10.).

14.2 The free software maintenance starts with the delivery of the software and covers a period of 12 months. Afterwards the right to free software maintenance expires. Within the framework of further development, Objectbay offers new software versions in the sense of the maintenance, which the client is able to purchase according to the respective list of prices and conditions.

14.3 Regarding defects within the framework of the software maintenance, Objectbay guarantees that our services are free from errors impairing or annulling their value or their suitability for the contractually agreed use. Occurring errors of this kind will be removed by us after a notification in written form. Any other claims of the client, regardless of their kind are excluded – except in the case of extremely gross negligence or intentional behavior on the part of Objectbay.

14.4 Repairs or increased efforts to maintain the software required due to use contrary to the contract, use in an operational environment that has not been contractually agreed, improper use, external or third-party influence, force majeure, or other reasons for which Objectbay is not responsible, as well as work on the software which the client has changed contrary to the contract or which has been maintained by persons who have not been authorized by Objectbay, without the respective prior consent of Objectbay are excluded from the free software maintenance.

14.5 The client may make use of further support services according to the terms of the lists of prices and conditions. Separate agreements shall apply in this case.

14.6 Other regulations, particularly those regarding the scope of services and remuneration are included in the respectively valid list of prices and conditions.

14.7 Objectbay offers extended software maintenance in the form of a maintenance contract including enhanced services. This agreement on software maintenance can be terminated at the end of each calendar quarter subject to a notice period of at least three months, at the earliest, however, after the expiry of a full calendar year from the conclusion of the contract. Any termination shall only be valid in written form.


Other services that are not covered by the express contractual service descriptions shall be agreed upon separately. The payment shall be determined in accordance with the respectively valid list of prices and conditions.


16.1 Objectbay is entitled to involve third parties at its own option to fulfill its contractual obligations.

16.2 Objectbay is also entitled to assign all or individual rights under the contract, as well as the entire contract, to third parties; the client gives his explicit consent to this. Without express, written consent of Objectbay the client is not authorized to transfer the entire contract, to assign claims arising from the business relationship, or to grant sublicenses and the like.

17. FEES

If any fees, taxes or other charges arise in connection with contract creation that is subject to these General Terms and Conditions and/or in connection with the transfer of the object of agreement, the client shall bear the costs without prejudice to any possible external joint and several liability and shall indemnify and hold Objectbay harmless in this respect. Each party shall bear the costs it incurs for legal representation and assistance.


18.1 All agreements between the contracting parties must be concluded in writing. Oral agreements do not have validity. Likewise, contract amendments and/or modifications shall be confirmed in writing.

18.2 The headings used are inserted for convenience of reference only and shall be ignored in the interpretation or construction of any of these Terms and Conditions.

18.3 The place of performance for all services and payments shall be the registered office of Objectbay. For all disputes arising from or in connection with the contract, the sole place of jurisdiction shall be the competent court in 4020 Linz, Austria.

18.4 All legal transactions, in particular those which are subject to these terms and conditions, shall exclusively be governed by Austrian law, under exclusion of its reference provisions if these refer to foreign law. If the Austrian law provides the application of specific international substantive rules in case of involving foreign countries, for example the UN Sales Convention, these rules shall not apply.

18.6. If the matter is a consumer transaction within the meaning of § 1 para. 1 of the Austrian Consumer Protection Act (KSchG), and mandatory provisions of the "KSchG" preclude some of the regulations of these General Terms and Conditions, it is deemed to be agreed that the General Terms and Conditions are replaced by the mentioned mandatory provisions of the "KSchG". All the other conditions, however, shall retain their full force and content.

18.7. In the event that one or several of the provisions of the present General Terms and Conditions should be found to be ineffective in whole or in part, the validity of the remaining provisions shall not be affected thereby. The ineffective provision will be replaced by an effective provision whose content comes closest to the purpose sought by the respective ineffective clause.

ADDENDUM: The authentic contract language is German in the context of the Austrian understanding of terminology. The English version is provided for convenience.