Section 1Scope, contracting parties
1.1 These general terms and conditions (hereinafter “Terms”) apply to all contracts, deliveries and services of Voralyn Technologies GmbH, Jodok-Stuelz-Weg 17, 6850 Dornbirn, Austria (hereinafter “Voralyn”), towards its customers (hereinafter “Customer”; Voralyn and Customer together the “Parties”).
1.2 Voralyn provides services exclusively to entrepreneurs within the meaning of § 1 (1) no. 1 KSchG and § 1 UGB, to legal entities under public law and to special funds under public law. No contract is concluded with consumers within the meaning of § 1 (1) no. 2 KSchG. By concluding the contract, the Customer warrants that it enters into the contract in the course of its business or its commercial or official activity.
1.3 These Terms, in the version applicable at the time the contract is concluded, also apply to all future business relations without any need for renewed reference.
1.4 The Customer’s business, purchasing or other terms do not become part of the contract, even if Voralyn does not expressly object to them and provides its services without reservation in knowledge of such terms. Deviating terms apply only to the extent that Voralyn has expressly agreed to them in text form.
1.5 In the event of a conflict, the following order of precedence applies: (a) individual written agreements (e.g. individual contracts, statements of work), (b) the respective offer or order confirmation including the service description, (c) any additional agreements (data processing agreement, service level agreement, non-disclosure agreement), (d) these Terms.
Section 2Definitions
- Service — any activity or work owed by Voralyn under the contract, in particular software development, IT consulting, system integration, automation, design, training, operation, maintenance and support.
- Work result — the individual results produced for the Customer under the contract (in particular individually written source code, configurations, concepts, documentation).
- Pre-existing components — all software, libraries, frameworks, tools, templates, building blocks, methods and know-how that Voralyn developed or acquired before or outside the respective project, or develops independently of the Customer’s order, including Voralyn’s own products.
- AI services — services using artificial intelligence techniques, in particular language models, retrieval systems, classifiers, agents and automated document processing.
- Text form — a declaration in legible form on a durable medium, in particular by email or via digital system interfaces. A handwritten physical signature is not required unless written form has been expressly agreed.
Section 3Offer and conclusion of contract
3.1 Representations on the website, in presentations, brochures and other materials are non-binding invitations to submit an offer and not binding offers.
3.2 Unless stated otherwise in the offer, Voralyn’s offers are valid for 14 days from the date of issue and are subject to change.
3.3 The contract is concluded when the Customer places an order and Voralyn accepts it in text form (order confirmation), through mutual digital confirmation in the online ordering process, or at the latest when Voralyn actually begins providing the services.
3.4 Oral side agreements, assurances and additions require confirmation in text form to be effective. This also applies to any waiver of this text form requirement.
3.5 Effort estimates, roadmaps, story points and rough calculations are non-binding and do not constitute a guarantee. A cost estimate by Voralyn is expressly a cost estimate without guarantee within the meaning of § 1170a (1) ABGB unless it is expressly designated as binding in text form. If a significant overrun becomes apparent, Voralyn will inform the Customer without delay.
Section 4Scope and types of services
4.1 Service description prevails. The content and scope of the services result exclusively from the offer, the order confirmation and the service description referred to therein. Services not expressly mentioned there are not owed and will be commissioned and invoiced separately.
4.2 Contracts for work. If a specific result has been agreed (in particular the creation of software according to a defined specification at a fixed price), the provisions on contracts for work including acceptance under Section 8 apply.
4.3 Contracts for services. Consulting, design, analysis, coaching, guidance, provision of development capacity, agile development on a time-and-materials basis and ongoing support are services under a contract for services. Voralyn owes professional work in line with the state of the art, but not a particular economic result. There is no acceptance; the service is deemed rendered once performed.
4.4 Agile approach. If an iterative or agile approach is agreed, both Parties are aware that the content of the services is not conclusively defined at the start of the project and will be specified jointly as the project progresses. Such projects are invoiced on a time-and-materials basis; statements on total effort and completion date are forecasts.
4.5 Prototypes and proofs of concept. Prototypes, proofs of concept (PoC) and vertical slices serve testing purposes. They are expressly not intended for productive use unless agreed separately. For prototypes there are no warranty claims regarding availability, performance, scalability, data security and completeness.
4.6 Change requests. The Customer shall submit requests for changes and extensions in text form. Voralyn examines their feasibility and submits an offer covering additional effort and the effects on schedule and price. Until both Parties have agreed in text form, work continues on the basis of the existing scope. The effort for examining change requests may be invoiced where it exceeds 2 hours.
4.7 Technical development. Voralyn is entitled to develop services further technically and to replace components used, provided that the agreed functionality and usability for the Customer are not significantly impaired.
4.8 Place of performance and way of working. Services are generally provided remotely. On-site work takes place by separate agreement; travel time and travel costs are invoiced in accordance with Section 7.5.
Section 5Customer’s duties to cooperate
5.1 The Customer shall provide the cooperation required for the provision of the services in good time, in full and free of charge. This includes in particular:
- a) naming a contact person authorised to take decisions, including a deputy;
- b) timely and complete provision of information, specialist requirements, test data, documentation and contact persons from the specialist departments;
- c) provision of the necessary access, test systems, interfaces, licences, network approvals and infrastructure;
- d) ensuring the cooperation of third parties whose systems or services are affected by the project;
- e) timely review, feedback and approval of interim results within the agreed periods or, failing agreement, within reasonable periods of no more than 10 working days;
- f) ensuring that its own IT environment is operated functionally and securely in line with the state of the art;
- g) payment for the effort Voralyn incurs in supporting the Customer with its statutory or data protection obligations (e.g. responding to data subject requests, carrying out audits, assisting with GDPR impact assessments), at Voralyn’s hourly rates applicable at the time.
5.2 Data backup. The Customer is itself responsible for regularly backing up its data in a manner appropriate to the risk, including during ongoing projects and maintenance work. Before Voralyn intervenes in productive systems, the Customer shall create a complete, tested and restorable backup. If the Customer fails to meet this obligation, Voralyn is not liable for data loss that a proper backup would have prevented.
5.3 Rights to content provided. The Customer warrants that it holds all necessary rights to the data, documents, content, software and interfaces provided to Voralyn and that their use to the agreed extent does not infringe any third-party rights. The Customer shall indemnify and hold Voralyn harmless in this respect.
5.4 Consequences of failure to cooperate. If the Customer does not meet its duties to cooperate in good time, agreed dates are postponed by the duration of the delay plus a reasonable restart period. Additional effort and waiting times demonstrably incurred are invoiced at the agreed rates. Fixed dates lose their binding effect.
Section 6Dates and deadlines
6.1 Dates and deadlines are non-binding unless they have been expressly agreed as binding (“fixed date”) in text form.
6.2 Binding deadlines only begin once all cooperation required of the Customer under Section 5 has been provided and all technical and functional questions have been clarified.
6.3 Voralyn is entitled to render partial services where this is reasonable for the Customer.
6.4 If Voralyn is in default, the Customer shall set a reasonable grace period of at least 14 days in text form. Only after this grace period has expired without result may the Customer withdraw from the contract; for divisible services the withdrawal only covers the part not yet rendered. Services already rendered shall be paid for.
Section 7Prices and terms of payment
7.1 All prices are in euros, net, plus the applicable statutory VAT and any other official charges.
7.2 Time and materials. Unless a fixed price has been expressly agreed, invoicing is based on the actual effort at the hourly rates agreed in the respective offer. Billing is in units of 15 minutes, rounded up to the next unit for each continuous activity.
7.3 Surcharges. For services expressly requested by the Customer outside normal working hours (Mon–Thu 08:00–17:00, Fri 08:00–12:00), the following surcharges on the hourly rate apply: working days outside normal working hours 50 %, Saturdays 50 %, Sundays and public holidays as well as 24 and 31 December 100 %.
7.4 Price adjustment (indexation). Voralyn is entitled to adjust agreed hourly and flat rates once a year, for the first time twelve months after the contract is concluded, in line with the consumer price index published by Statistics Austria (CPI 2020 or an index replacing it). The base is the index figure published for the month in which the contract was concluded. Adjustments are announced to the Customer in text form at least one month in advance. If the increase exceeds 10 % within one year, the Customer has an extraordinary right to terminate continuing obligations with effect from the date the adjustment takes effect.
7.5 Incidental costs. Travel time counts as working time and is invoiced at 50 % of the agreed hourly rate. Travel costs are invoiced at the official mileage allowance, accommodation and subsistence costs at actual cost against receipts. Costs for third-party services, special licences, cloud resources, hardware and certificates are borne by the Customer; Voralyn passes them on as agreed or the Customer obtains them directly.
7.6 Invoicing and payment. Ongoing services are invoiced monthly in arrears, projects according to progress or agreed milestones. Invoices are due for payment within 14 days of the invoice date without deduction. They are sent electronically as PDF by email.
7.7 Advance payment. For projects with an order value of more than EUR 5,000, Voralyn is entitled to request an advance payment of 30 % of the order value when the order is placed.
7.8 Late payment. In the event of late payment, default interest of 9.2 percentage points above the base rate pursuant to § 456 UGB is deemed agreed. The Customer undertakes to reimburse the costs of collection, in particular the lump sum under § 458 UGB as well as reasonable dunning, debt collection and legal fees, insofar as these were necessary for appropriate legal action.
7.9 Suspension of services. If payment is more than 30 days overdue, Voralyn is entitled, after prior notice in text form and setting a grace period of 7 days, to suspend all services for this Customer until payment is made in full, including support and operating services. Any resulting impairments are at the Customer’s expense.
7.10 Set-off. The Customer may only set off counterclaims that are undisputed by Voralyn or have been established by a final court decision.
Section 8Acceptance (for contracts for work)
8.1 The Customer shall examine services under a contract for work for acceptance within 10 working days of their provision. The examination is based exclusively on the agreed service description.
8.2 The Customer shall declare acceptance in text form. It may only refuse acceptance because of material defects that significantly impair the use in accordance with the contract. Minor defects do not prevent acceptance; Voralyn shall remedy them under the warranty.
8.3 Acceptance is deemed to have taken place if the Customer lets the period under 8.1 expire, refuses acceptance without a comprehensible, detailed statement of material defects, or puts the service or parts of it into productive use.
8.4 Partial services and milestones are accepted separately in each case. Acceptance of a partial service excludes later complaints about it insofar as the defect was recognisable upon proper examination.
8.5 Duty to give notice of defects. The commercial duty to give notice of defects under § 377 UGB applies without restriction: the Customer shall report defects in text form without delay after discovery, at the latest within 7 days, with an exact description of the error and the steps to reproduce it. If notice is not given in time, the service is deemed approved.
Section 9Rights of use in work results
9.1 Individual work results. The Customer receives a non-exclusive, non-transferable right of use, unlimited in space and time, to the work results created individually for it, for its own business purposes. A more extensive transfer of rights requires an express written agreement in the individual contract.
9.2 Condition for the grant of rights. All rights of use are granted subject to the condition precedent of full payment of the agreed remuneration. Until then, use is permitted only on a revocable basis.
9.3 Pre-existing components and own products. The Customer acquires no ownership of pre-existing components or of Voralyn’s own products, but only a non-exclusive right of use to the extent required for the intended use of the work result. The use of own products is governed primarily by their respective product or licence terms.
9.4 Know-how and reuse. Voralyn remains entitled to use the general know-how, ideas, concepts, procedures, methods and techniques acquired in providing the services for other projects without restriction, provided that no confidential information and no individual work results of the Customer are disclosed.
9.5 Open source components. Open source components contained in work results are subject exclusively to their respective licence terms, which take precedence over these Terms. Voralyn identifies the components used on request. The Customer is responsible for compliance with these licences if it redistributes them independently.
9.6 Source code. The source code of individually created work results is handed over by default upon acceptance after full payment. This does not include the source code of pre-existing components, Voralyn’s own frameworks and standard own products.
9.7 Modification. The Customer is entitled to modify work results handed over itself or through third parties. Voralyn assumes no warranty and no liability for the functionality of modified work results; warranty and support claims lapse to that extent.
Section 10Warranty
10.1 Voralyn warrants that services owed under a contract for work essentially correspond to the agreed service description upon acceptance.
10.2 Notwithstanding § 933 ABGB, the warranty period is 6 months from acceptance or handover of the service. The presumption of defectiveness under § 924 ABGB is excluded; the Customer must prove that the defect existed at the time of handover.
10.3 Voralyn fulfils warranty claims at its own discretion by rectification or replacement within a reasonable period. The Customer is only entitled to a price reduction or rescission if two attempts at rectification within a reasonable grace period have failed. Rescission is excluded for minor defects.
10.4 It is in line with the state of the art that software errors cannot be completely ruled out. Voralyn does not warrant that software runs without interruption or errors or that all defects can be remedied.
10.5 Exclusion. There is no warranty claim for defects attributable to:
- a) use contrary to the documentation or the contractual purpose;
- b) interventions, changes or further developments by the Customer or third parties;
- c) errors, failures or changes in the infrastructure, systems, networks, third-party products or interfaces of the Customer or third parties;
- d) incorrect, incomplete or late specifications, data or cooperation by the Customer;
- e) failure to install updates or security updates provided by Voralyn;
- f) force majeure and external influences.
10.6 If it turns out while handling a defect that there was no defect for which Voralyn is responsible, Voralyn is entitled to invoice the analysis effort at the usual hourly rates.
10.7 There are no warranty claims for services provided free of charge, prototypes, test versions and proofs of concept.
Section 11Liability
11.1 Voralyn is liable for damage – on whatever legal grounds – only in cases of intent and gross negligence. Liability for slight negligence is excluded, except in the case of personal injury.
11.2 Except in cases of intent, compensation is excluded for consequential damage, indirect damage, lost profit, lost savings, interest losses, pure economic loss, business interruption, data loss and data recovery costs, reputational damage and damage arising from third-party claims against the Customer.
11.3 Maximum liability. Voralyn’s liability per claim is limited in amount to the contract value of the order concerned, and for continuing obligations to the net fee actually paid by the Customer in the calendar year of the event giving rise to the damage. Within the limits permitted by law, these limitations and exclusions of liability expressly also apply to all claims arising from or in connection with the data processing agreement (DPA).
11.4 Data loss. Voralyn is liable for the loss of data only up to the costs that would have been incurred for recovery if the Customer had backed up its data properly and regularly (at least once a day).
11.5 Liability not affected. Liability for personal injury and mandatory liability under the Product Liability Act (PHG) remain unaffected. A recourse claim by the Customer under § 12 PHG is excluded insofar as § 9 PHG permits this.
11.6 Assertion of claims. The Customer’s claims for damages become time-barred 12 months after knowledge of the damage and the party causing it, and in any event 3 years after the event giving rise to the damage.
11.7 Vicarious agents. The above limitations of liability also apply in favour of Voralyn’s officers, employees, subcontractors and other vicarious agents.
11.8 Consulting services. For consulting services, Voralyn is liable for the professional preparation of recommendations, but not for the economic success expected by the Customer. Economic, tax and legal assessments are not the subject of the contract.
Section 12Force majeure
Events of force majeure that make performance significantly more difficult or impossible for Voralyn entitle it to postpone performance for the duration of the impediment plus a reasonable start-up period. These include in particular natural disasters, epidemics, official measures, war, cyber attacks on supra-regional infrastructure, large-scale power, network or cloud outages at third parties and industrial action. If the impediment lasts longer than 2 months, both Parties are entitled to withdraw from the part of the contract not yet performed; services already rendered shall be paid for.
Section 13Operation, maintenance and support
13.1 Scope, availability, service hours, response and recovery times are set out in the respective service level agreement (SLA). Without a separate agreement there are no guaranteed availabilities or response times; support is provided on a time-and-materials basis and subject to available capacity.
13.2 Announced maintenance windows, outages in the sphere of the Customer or third parties (in particular internet connectivity, data centres, cloud services, model providers) and periods of force majeure are excluded from availability calculations.
13.3 Voralyn is entitled to carry out security-relevant maintenance work and updates without prior notice where this is necessary to avert an acute threat.
13.4 Support and maintenance contracts are concluded for an indefinite period and may be terminated by either Party in text form at the end of a calendar month with one month’s notice. The right to extraordinary termination for good cause remains unaffected.
13.5 Exit support. After the end of the contract, Voralyn supports the Customer at its request with an orderly handover to the Customer itself or to a third party. These services are invoiced on a time-and-materials basis. The Customer’s data is released on request in a common format and deleted after 30 days, subject to statutory retention obligations.
Section 14Special provisions for AI services
14.1 Nature of the results. Artificial intelligence systems produce results on a statistical basis. Results may be incomplete, outdated, misleading or incorrect (“hallucinations”), even if they appear plausible. Voralyn does not guarantee any particular rate of correctness, accuracy or completeness unless a measurable quality indicator has been expressly agreed in text form. Due to their statistical nature, reproducibility is not owed.
14.2 Customer’s duty to review. The Customer is obliged to check AI-generated results for correctness, completeness and suitability before using them. The Customer ensures that decisions with legal effect or a significant impact on natural persons are not taken solely by automated means (Art. 22 GDPR) and that effective human oversight is in place.
14.3 Excluded uses. Without an express separate agreement, AI services are not intended for use in safety-critical areas, in medical diagnostics, in the control of critical infrastructure or for other applications in which malfunction could lead to personal injury or significant financial loss.
14.4 Third-party models. Where models, interfaces or services of third parties are used, their terms of use and privacy terms apply in addition. Voralyn is not liable for the availability, changes in performance, price changes, discontinuation or output behaviour of such services.
14.5 Customer data and model training. Voralyn does not use the Customer’s data and content to train or improve its own or third-party general-purpose models unless this has been expressly agreed.
14.6 Rights to AI output. Under current law, purely machine-generated output is generally not protected by copyright. Voralyn gives no guarantee that AI output is free of third-party rights.
14.7 Regulatory roles. The Parties record who acts as provider and who as deployer of the respective AI system within the meaning of Regulation (EU) 2024/1689 (AI Act). If the Customer operates the system in its own name and for its own purposes, the deployer obligations apply to it.
14.8 Resource costs. Usage-based costs for model use, tokens, computing time, vector and storage services are borne by the Customer. Forecasts of these costs are non-binding.
Section 15Data protection and confidentiality
15.1 Both Parties undertake to comply with the applicable data protection provisions, in particular the GDPR and the Austrian Data Protection Act (DSG).
15.2 If Voralyn processes personal data on behalf of the Customer in the course of providing the services, the Parties conclude a data processing agreement (DPA) pursuant to Art. 28 GDPR. The DPA forms an integral part of the contractual relationship and can be validly concluded by electronic confirmation, digital signature or in the online ordering process; no physical signature is required. The Customer is the controller within the meaning of the GDPR and ensures that there is a legal basis for the processing.
15.3 Confidentiality. The Parties undertake to keep all business and trade secrets and confidential information that become known in the course of their cooperation secret without time limit and to use them only for the purposes of the contract. This does not apply to information that is publicly known, was developed independently or must be disclosed due to legal obligations.
Section 16Subcontractors
Voralyn is entitled to engage subcontractors and freelancers to fulfil its contractual services. Voralyn remains the Customer’s sole contractual partner. In the case of data processing on behalf of the Customer, the provisions of the data processing agreement (DPA) apply in addition.
Section 17Non-solicitation
During the term of the contract and for 12 months thereafter, the Customer undertakes not to actively solicit any employees, freelancers or subcontractors of Voralyn who were involved in providing the services. Public job advertisements are not considered active solicitation.
Section 18Use as a reference
After successful completion of a project, Voralyn is entitled to name the Customer’s company name and logo as a reference on its website and in its own marketing materials unless the Customer objects in writing or in text form.
Section 19Term and termination
19.1 Project contracts end when the service has been fully rendered and accepted.
19.2 Either Party may terminate for good cause without notice in text form. Good cause exists for Voralyn in particular if payment is more than 45 days overdue despite a reminder, in the event of persistent breach of duties to cooperate despite a grace period, or if insolvency proceedings are opened over the Customer’s assets.
19.3 If the Customer terminates without a reason for which Voralyn is responsible, or if Voralyn terminates for good cause, all services rendered and expenses incurred up to the time the termination takes effect shall be paid for.
Section 20Final provisions
20.1 Text form. Amendments and additions to this contract require text form. This also applies to any waiver of this text form requirement.
20.2 Amendment of the Terms. Voralyn is entitled to amend these Terms for continuing obligations with effect for the future. Amendments are announced to the Customer in text form at least 6 weeks before they take effect. If the Customer does not object in text form within 4 weeks of receipt, the amendments are deemed accepted. In the event of an objection, either Party is entitled to terminate the continuing obligation as of the date the amendment takes effect.
20.3 Choice of law. Austrian law applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
20.4 Place of jurisdiction. For all disputes arising from or in connection with this contract, the exclusive jurisdiction of the court having subject-matter jurisdiction for Voralyn’s registered office (District Court of Dornbirn or Regional Court of Feldkirch) is agreed.
20.5 Severability. Should individual provisions of these Terms be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the original provision.
20.6 Contract language. The contract language is German.