GENERAL BUSINESS TERMS AND CONDITIONS of logi.cals GmbH (logi.cals)

(as of 01/01/2014)


1.    Object

1.1.    The following allgemeinen Geschäftsbedingungen [General Business Terms and Conditions] (AGB) shall regulate the legal relationships between logi.cals GmbH (hereafter also referred to as "logi.cals" or "Contractor") and its clients (hereafter also referred to as "Client"). In addition to these AGB, exclusively the provisions of the contractual agreements individually concluded between the Client and the Contractor shall be valid. The AGB regulate particularly the supplying, usage and maintenance of the software by logi.cals GmbH as well as the related hardware such as control components, electronic licensees (Dongles), etc. (individually or jointly referred to in the following as “Products”) whereby –  insofar as it is not stipulated in more detail herein – any more detailed name, number, fee, usage environment, usage terms and conditions of the Products and other conditions are derived from the logi.cals Licensing Agreement or the End User Licensing Agreement that has been accepted within the parameters of the usage of the software. If no logi.cals Licensing Agreement has been signed, it shall be replaced by the End User Licensing Agreement which is displayed during the installation of the software and which must be accepted. Both forms of the contractual agreement shall hereafter be referred to as the “Licensing Agreement”. Moreover, the AGB shall regulate all other business cases between logi.cals and logi.cals’ clients.
1.2.    Any agreements deviating from these Business Terms and Conditions, particularly any conflicting business terms and conditions of the Client, shall require the prior express consent of and written confirmation by logi.cals in order to become a component of a contractual agreement in accordance with Sub-Paragraph 1.1 of these Business Terms and Conditions.
1.3.    Software in accordance with these Business Terms and Conditions are data processing programmes in machine-readable form including the related user documentation.
1.4.    These Business Terms and Conditions shall–insofar as nothing to the contrary has been expressly agreed in writing – also be valid for all adjustments, supplements and other modifications of software that have been provided by logi.cals within the parameters of the contractual relationship¬ – including new programme updates. Moreover, they shall also be valid for the other materials provided for the maintenance.
1.5.    An agreement about the supplying, use and maintenance of the software shall be realised when the Licensing Agreement becomes valid. The date that the contractual agreement becomes effective shall be stipulated in the respective logi.cals Licensing Agreement and/or when the End User Licensing Agreement is accepted. Moreover, the General Business Terms and Conditions shall be valid for all Products insofar as the Client has not expressly objected to them when making his order or something to the contrary has been expressly guaranteed in writing by logi.cals.  
1.6.    logi.cals shall supply one or several copies of the software (data carriers or digital transmission with programme and user documentation) based upon the product description as well as, for each workstation–except unless something to the contrary has been agreed in writing a digital or virtual licensee (cf. 4.1) as well as any related control components that have been agreed. Any more extensive features and services shall not be owed by logi.cals.
1.7.    Software shall be supplied in the version that is current when the contractual agreement is concluded; the source code shall not be provided to the Client.
1.8.    The Client shall be responsible for the selection of the Products and the deployment environment; he shall assume the risk of whether the Products correspond to his wishes and needs; in the event that a right of transferal exists for an OEM license (cf. 2.9, 2.11), that they correspond to the wishes of the End Client. logi.cals shall not assume the responsibility of rendering to the Client consulting services related to the selection of the Products unless such services have been separately agreed in writing.


2.    Scope of Usage

2.1.    logi.cals shall grant to the Client, for an indeterminate period of time, the non-exclusive right–which is non-transferable with the exception of an OEM license (2.9, 2.11)–to use the software in the agreed scope. These authorisations shall start to run at the point in time for the beginning of the contractual agreement that has been agreed in the Licensing Agreement.
2.2.    Usage shall include the complete or partial storage (copying) of the machine-readable programmes, the implementation of the instructions contained in the programmes as well as the use of the documentation based upon the agreed scope.
2.3.    The type and scope of the use shall be determined primarily in accordance with the Licensing Agreement and secondarily in accordance with these contractual terms and conditions.
2.4.    The Client may use the programmes only in the agreed usage environment (e.g. CPU, installation site, group of companies) and within the parameters of the agreed Usage Terms and Conditions (e.g. number of workstations). The usage environment and the usage terms and conditions are specified in the respective logi.cals Licensing Agreement and/or the End User Licensing Agreement.
2.5.    The Client is entitled, only in accordance with § 40d Para. 2 UrhG [Austrian Copyright Act], to make modifications to the software unless something to the contrary has been expressly agreed in writing.
2.6.    The Client shall not be entitled to transform the software, in whole or in part, from the object code into other forms of expression. As an exception, in accordance with § 40e UrhG, decompilation is permitted if the Client has requested in writing, while setting an appropriate notice period, that logi.cals provide the information and documents that are required for producing the interoperability and this request has remained fruitless. Before third-party claims are asserted, e.g. in accordance with § 40 e Para. 1) No. 1 UrhG, the Client must provide logi.cals with a written declaration from the third party which, in accordance with such declaration, obligates logi.cals to adhere to the provisions specified in Clauses 2 and 3.
2.7.    The programmes may be used only in conjunction with and for the programming of the system specified in the Licensing Agreement ("Specified System") unless a deviating agreement has been expressly concluded in writing.
2.8.    The Client may use the programmes simultaneously on only one workstation (individual license). The Client may also obtain an authorisation to use the programme on multiple workstations simultaneously (multi-workstation license) whereby the number of workstations and the fee are specified in the respective Licensing Agreement.
2.9.    The Client has the option of acquiring a so-called OEM license which must be specified in the logi.cals Licensing Agreement. In this case, the Client shall have the right to sell the software under his own name/trademark–however, exclusively in conjunction with/for use on/in the system specified in the logi.cals Licensing Agreement; the provision of Sub-Clause 3.1 shall remain unaffected.
2.10.    For back-up purposes, the Client shall be entitled to produce a copy of the machine-readable pro-grammes; it must be labelled as a back-up copy and the copyright notice from the original software must be affixed to it.
2.11.    In the event that an OEM license is granted, the Client may pass on the software provided to him–however, only in the agreed scope and with the agreed restrictions and only jointly or in conjunction with the specified system–to his own clients (hereafter also referred to as “End Client”) for usage whereby the End Clients must be expressly notified in writing of logi.cals’ copyright and the usage restrictions imposed in the logi.cals Licensing Agreement and these terms and conditions must be im-posed on them. Without logi.cals’ express written consent, the End Client shall not be entitled to pass on the software. The Client must ensure that the usage restrictions in accordance with this clause and Sub-Clause 2.3 are adhered to by the End Client. Upon request, the Client shall submit his related agreements with the End Client to logi.cals for its examination. In the event that violations have been committed by an End Client, the Client shall, as logi.cals so chooses, take legal action against the affected End Client on his own and/or support logi.cals during the assertion of claims for such violations (also in court) in the required and purposeful scope.
2.12.    The amount of the fee agreed between the parties shall respectively take the different scopes of usage into consideration.


3.    Confidentiality

3.1.    The Client shall be obliged to retain proprietary notices in unaltered form in conjunction with the software, e.g. copyright notices, as well as to affix them in unaltered form to all complete or partial copies produced by the Client.
3.2.    The Client shall be obliged to keep all confidential information affecting the software secret from third parties. Third parties shall not be considered to be employees of the Client or other persons as long as they are involved in the contractual use of the Software for the Client on the Client’s premises (hereafter also referred to as “Employee”) as well as not End Clients and their employees.
3.3.    The Client shall–with the exception of an OEM license (cf. 2.9 and 2.11)–not be entitled to pass on the software to third parties, in whole or in part, unless something to the contrary has been agreed.
3.4.    The Client shall be obliged to impose the obligations affecting him in accordance with Sub-Clauses 3.1 and 3.2 on his End Clients. Sub-Clause 2.11, last sentence shall apply accordingly.


4.    Delivery

4.1.    The Client shall receive one or more copies of the software specified in the Licensing Agreement in a machine-readable recording medium or through the transmission by download or e-mail (Internet) plus the related user documentation.
4.2.    For software which is used on workstation computers or servers, the Client shall receive - insofar as this has been stipulated by logi.cals for the affected software and nothing to the contrary has been agreed in writing - one or more licensees by means of whom the programme can be made executable on the agreed number of workstations. As the licensees, the so-called dongles can be used or also li-cense files that have been created for a certain workstation as agreed. In the event that an OEM li-cense is issued, the Client shall receive the programmes upon the so-called master CDs including a documentation set in machine-readable form in the German language including a Client-specific licen-see; for each additional license, the Client himself shall be entitled to make a copy of the programme as well as the documentation and to pass it on to the End Client in accordance with Sub-Clauses 2.9 and 2.11; in this case, merely the licensee shall be supplied by logi.cals for each additional license.
4.3.    For software which is used on the control components, the Client shall receive, insofar as this has been stipulated by logi.cals for the affected software and nothing to the contrary has been agreed in writing, a clearly visible label (“Licensing Label”) per control component by means of which the correct licensing of the affected software is documented and/or a license file which can be specific for the respective control device and which enables the execution of the software.
4.4.    Where applicable, the Licensing Label must be affixed by the Client to the control components and the license file must be transferred into the control components. In the event that an OEM license is issued, the Client shall receive the programmes on so-called master CDs including a documentation set in machine-readable form in the German language including a Client-specific Licensing Label and/or a related license file; for each additional license, the Client shall be entitled to transfer this software as well as, where applicable, the related license file into the control components as well as to make a copy of the documentation and to pass it on to the End Client in accordance with Sub-Clauses 2.9 and 2.11; in this case, merely the Licensing Label and/or the license file shall be supplied by logi.cals for each additional license.
4.5.    Insofar as no written agreement to the contrary has been concluded, the delivery shall be made by the agreed point in time. Force majeure, strikes and similar circumstances which prevent logi.cals from making timely delivery shall extend the point in time that delivery is made by the duration of the hindrance and an appropriate run-up period after the hindrance has been eliminated.
4.6.    The delivery of the software shall be made when the data carrier is transferred as well as the related user documentation and/or the related media with the license and/or licensing label and/or license file. In the event of Clause 4.2 last sentence or Sub-Clause 4.4 in the event of the delivery of the licensee and/or licensing label and/or license file.


5.    Exporting Provisions

5.1.    The Client is informed that the exporting of the supplied products in accordance with the respective relevant exporting provisions of the Republic of Austria, the European Union and/or the United States of America–e.g. based upon their type, their usage purpose or their final location–may be subject to the approval obligation or may be excluded and violations may also be punished under criminal law. Thus, the Client shall ensure that all nationally and internationally valid exporting provisions are strictly followed and any required approvals are obtained. In this regard, the Client shall be obliged particularly to examine and ensure that
a.    Insofar as the Products may be delivered only with the approval of the respective, particularly also national government agencies for a for an armament-related, nuclear power or weapon-related use and/or to a military recipient, this approval in the case of a resale shall be obtained in advance
b.    No companies and persons who are named on the Denied Persons List (DPL) of the American Ministry of Commerce shall be supplied with U.S. original goods, original software and original technology
c.    No companies and persons are supplied who are named on the Special Designated Nationals List and Blocked Persons List of the American Ministry of Finance or the EU’s Terrorist List
d.    The relevant UN resolutions, EC Directives and Austrian laws as well as the lists of competent Austrian government agencies shall be followed
e.    The Entity List of the American Ministry of Commerce shall be respected
f.    No deliveries shall be made to persons who are listed on the Unverified List of the American Ministry of Commerce.
5.2.    In the event of the failure to meet the aforementioned obligations by the Client, upon our initial request to do so, the Client shall indemnify us from all claims and provide compensation for all damages which our supplier or licensor, third parties or state and/or international agencies and/or organisations assert against us.
5.3.    The deliveries and services (contractual performance) shall be subject to the proviso that the fulfilment is not opposed by hindrances owing to national or international directives, particularly exporting control directives as well as embargos or other sanctions. The contractual partners shall be obliged to make all information and documents available which are required for the exporting/transfer/importing. Delays based upon export inspections or approval procedures shall render deadlines and delivery timeframes invalid. If required approvals are not issued, then the contractual agreement shall not be considered to have been concluded with regards to the affected parts; damage compensation claims shall be excluded in this regard and owing to the aforementioned failure to meet deadlines.
5.4.    Upon his request, we shall name the relevant contact persons for additional information for the Client.

 

6.    Fee

6.1.    The fee shall be the remuneration for the agreed use of the software and/or for the transfer of the licensees or control components. The amount of the fee shall be based upon the logi.cals price list which was valid when the contractual agreement was concluded; in the case that an OEM license is issued, less an OEM rebate which is to be agreed whereby the fee amount must in each case be stipulated in the logi.cals Licensing Agreement. Transport and packaging shall be billed separately by logi.cals.
6.2.    Insofar as an obligation exists to pay VAT, the statutory VAT shall be added to the prices.
6.3.    After invoicing is made, the fee shall become correspondingly payable in its full amount based upon the due date specified on the invoice. The bank fees that are incurred when making the payment shall be assumed in full by the Client.
6.4.    In the event that payment default occurs, an interest rate of 9.2 percentage points shall be charged above the base lending rate. In this regard, the basic interest rate that has been announced by the Austrian National Bank which is valid on the first calendar day of a half-year shall be prevailing for the respective half-year. Insofar as the debtor is not responsible for the delay, he must nonetheless pay only the interest specified in § 1000 Para. 1 ABGB [Austrian Civil Code]. In addition, if payment default occurs, lump-sum compensation shall be billed for debt collection costs in the amount of EUR 40.
6.5.    The Client may offset only with undisputed and legally upheld claims. He may not assign his claims to third parties. The Client shall not be entitled to assert rights of retention–regardless of the type–to the contractual object or parts thereof and/or he waives such rights.


7.    Maintenance

7.1.    logi.cals offers the following services as software maintenance:
a.    The Client shall be offered those new program versions (e.g. updates) of the contractual software which are released during the contractual term;
b.    The Client shall be given technical support for elimination and/or circumventing disruptions and errors during official business hours by logi.cals by telephone or by e-mail;
c.    The Client shall be issued information in advance about planned new programme statuses.
7.2.    The Maintenance Agreement can be concluded for an indeterminate or a determinate period of time which must be stipulated in the logi.cals Licensing Agreement or logi.cals Software Maintenance and Servicing Agreement. For an indeterminate duration, the maintenance service may be terminated by either contractual party respectively at the end of the year by providing 3 months’ notice. Extraordinary termination shall remain unaffected by this provision.
7.3.    The maintenance fees shall be based upon the respectively current logi.cals price list and must be stipulated in the logi.cals Licensing Agreement or the logi.cals Software Maintenance and Servicing Agreement.
7.4.    The maintenance relationship shall begin–insofar as nothing to the contrary has been expressly agreed–upon the delivery of the software. In this case, the payment obligation shall begin 1 month after the delivery of the software. The fee shall be invoiced in advance for each abbreviated year/calendar year.
7.5.    logi.cals is released from the obligation to render maintenance services to the Client without this having an influence on the obligation to pay the agreed fee insofar as the Client refrains from installing the respectively valid or the prior version as well as the supplied problem solutions for the software unless the supplied versions and/or problem solutions are defective in accordance with Clause 9 of this agreement.
7.6.    Excluded from the maintenance service are repairs or increased expenditures for maintaining the software which became required owing to a contractual violation, use in another than the agreed us-age environment (this also affects usage on operating systems or their versions which have not been approved in writing by logi.cals as well as usage together with incompatible hardware and software components which have not been approved by logi.cals), improper usage, third-party interventions, force majeure or similar circumstances, work on the software which the Client has modified in violation of the contractual agreement or which has been technically maintained by other parties than logi.cals without prior written approval having been respectively provided by logi.cals.
7.7.    If an OEM license has been issued, a maintenance service may likewise be agreed with the Client; the Client, on his part, shall be entitled in such a case to offer his End Client a maintenance service whereby the Client may offer the End Client, with regards to logi.cals software, not more or other maintenance services to be rendered by logi.cals than the Client receives from logi.cals. In the individual case, it may also be respectively agreed that logi.cals render maintenance services, particularly such services in accordance with Item 7.1.b directly to the End Client as a vicarious agent of the Client whereby it shall be stipulated that, in this regard, in no case shall a direct contractual relationship be created between logi.cals and the End Client.
7.8.    The Client shall promptly notify logi.cals if the software does not work flawlessly. When do doing, the Client must depict the circumstances in writing related to the discovery of the flaw and the ramifica-tions thereof.
7.9.    For performance disruptions within the parameters of the software maintenance, the provisions of these General Business Terms and Conditions shall be valid. The rescission of the contractual agree-ment shall be supplanted by extraordinary termination.
7.10.    Other services such as installation, instructions, training, consulting, individual modification of the software or other services shall not be considered to be a component of the maintenance service. If logi.cals offers such services, they must be agreed separately in writing.


8.    Training

8.1.    These General Business Terms and Conditions also make reference to all training offerings from  logi.cals. Deviations from the AGB as well as any amendments and supplements must be confirmed in writing by logi.cals.
8.2.    If nothing to the contrary has been agreed, the training classes shall take place on the Client’s premis-es.
8.3.    The participant and/or the Client shall be responsible for ensuring that the training participants have the required technical background knowledge. Because the training success is dependent upon, among other factors, the prior knowledge and the personal commitment of the course participants, logi.cals shall not be liable for the success of the training classes. logi.cals shall be obliged merely to deploy qualified training personnel.
8.4.    Any travel costs that are mentioned in the contractual agreement refer to trips to the Client’s premises.
8.5.    logi.cals reserves the right to not offer training classes owing to an insufficient number of participants. The registration and/or the order for training classes shall be considered to be binding. The drafting of training documents and the designing of the training class structure require long preparatory periods. Thus, if a cancellation is made by the Client–regardless of the reasons for it, the following cost-based fee shall be billed based upon the point in time when cancellation is made:
a.    Cancellation 0 to 2 weeks before the training: 100% of the agreed fee
b.    Cancellation 2 to 4 weeks before the training: 50% of the agreed fee whereby substitute persons may at any time be registered to participate in the class without any additional costs.
8.6.    Training contents, teaching aids, hand-outs and the like shall remain the intellectual property of logi.cals. The fee contains merely the implementation of the training class with the goal of expanding the course participant’s knowledge. Publication–in whole or in part, dissemination to third parties and the reproduction of the training documents are not permitted. Moreover, the course participants are forbidden from recording the training classes on audio tape, filming them or the like.

9.    Warranty

9.1.    logi.cals shall ensure that the software does not have defects at the point in time that it is supplied which increase or decrease its suitability that is specified in the product description. This shall not apply to minor deviations from the product description.
9.2.    Moreover, logi.cals shall ensure that the services rendered in accordance with the maintenance service do not have defects which increase or reduce the value and the suitability in comparison with the agreed scope of service. Once again, this shall not apply to minor deviations.
9.3.    If, when contractual usage is undertaken, defects in accordance with Sub-Clauses 9.1 and 9.2 are discovered, the Client shall be obliged to provide logi.cals the opportunity to eliminate them within an appropriate timeframe. The Client must promptly notify logi.cals of the defects in a comprehensible form and provide it with information which is helpful for eliminating the defect. Insofar as this is reasonable, the Client shall support logi.cals during the elimination of the defect. For such defects which are not reproducible at logi.cals, logi.cals shall provide no warranty.
9.4.    In the event that the software does not properly function, in whole or in part, the Client shall undertake preventative measures for data security so that the data from the data stores that are provided in machine-readable form can be reproduced with reasonable expenditures.
9.5.    If, despite repeated attempts, logi.cals is unsuccessful at eliminating the defect or circumventing the defect in such a manner that the software can still be used in accordance with the product description, the Client shall be entitled to demand the reduction of the agreed fee or to withdraw from the contractual agreement in accordance with the statutory directives.
9.6.    The warranty shall no longer be valid for such software which the Client, without logi.cals’ permission and/or its approval, modifies or which the Client otherwise intervenes in without such an approval unless the Client documents, when reporting the defect, that the intervention did not cause the defect. The warranty shall also no longer be valid in the event of non-contractual usage, usage in any other environment than the agreed usage environment (this also affects the usage of operating systems or their versions which have not been approved in writing by logi.cals as well as the joint use of incompatible hardware and software components which have not been approved by logi.cals), improper usage, third-party interventions, force majeure or similar sets of circumstances.
9.7.    The Client assumes sole responsibility for the selection of the software. For this reason, logi.cals assumes no responsibility for ensuring that the software possesses all of the features required by the Client or that it is able to implement all applications which the Client could conceivably attempt to implement. This shall also be valid for the use of operating systems or their versions that have not been approved in writing by logi.cals as well as usage together with incompatible hardware and software components which have not been approved by logi.cals.
9.8.    For all services rendered by and products supplied by logi.cals (hardware components and/or other products), the statutory directives shall be valid.
9.9.    The warranty timeframe shall amount to 6 months after delivery is made insofar as no statutory directives to the contrary are applicable. In this case, the statutory timeframes shall be valid.


10.    Liability

10.1.    logi.cals shall assume the liability for the personal injury for which it is directly responsible which the Client has suffered owing to intentional wrongdoing, gross negligence or violation of essential contractual obligations which are based upon simple negligence. In the event that simple negligence has occurred, liability shall be limited to foreseeable damages.
10.2.    Moreover, logi.cals shall pay damage compensation only in the event that intentional wrongdoing or gross negligence has occurred. In this regard, logi.cals’ liability shall be limited to twice the amount of the fee agreed with the Client for the software which has directly caused the damages. logi.cals shall assume no liability for lost profits, anticipated savings that were not realised, indirect damages and consequential damages as well as for damages to recorded data. With the exception of Clause 11, logi.cals also assumes no liability for damages from third-party claims.
10.3.    If the Client is liable to third parties for damage compensation as the result of gross negligence or intentional wrongdoing upon the part of logi.cals, the Client shall be indemnified by logi.cals from this liability owed to third parties only insofar as logi.cals is liable in accordance with Clause 10.1.
10.4.    Any liability upon the part of logi.cals shall be excluded if the cause of the property damage, financial loss or personal injury is attributable to a violation caused by the Client of his customary obligation to exercise due care in business dealings during the use of the contractual software.
10.5.    The Client shall create the requirements so that damages are kept as minimal as possible, e.g. through daily data security measures. In particular, the Client shall also ensure that detailed, comprehensive and state-of-the art tests are conducted so that the occurrence of any damages through the direct or indirect use of the contractual object are avoided and the ramifications of any such damages that may occur are kept as minimal as possible.
10.6.    In the case of training sessions, if the training classes are not held owing to illness, an accident or other unforeseeable events, no claim shall exist to the implementation of the training classes. In such cases, logi.cals shall not be liable for the costs incurred such as travel costs, lodging costs, work disruptions, etc. Moreover, logi.cals shall not be liable for indirect damages, particularly for lost profits or third-party claims.


11.    Third-Party Proprietary Rights

11.1.    logi.cals shall ensure that the transfer of the authorisations in accordance with Clause 2 is not opposed by third-party rights. Otherwise, the Client may only then rescind the contractual agreement af-ter having set a written notice period stating the threat of termination unless logi.cals has obtained for him a legally flawless usage right to the contractual software or to exercise other granted usage rights. For the Client’s damage compensation claims, Clause 10 shall be valid. In the event that an OEM license is granted, any liability restrictions must be correspondingly imposed by the Client in his contractual agreements on his End Clients.
11.2.    At its own expense, logi.cals shall ward off claims which third parties lodge against the Client owing to the violation of proprietary rights as the result of deliveries and services rendered by logi.cals. The Client himself may not recognise such claims of his own accord. The Client shall be obliged to do everything so that logi.cals can ward off the asserted proprietary rights violations. He authorises logi.cals to assume responsibility for the legal defence in dealings with the third party, both in court and out-of-court; logi.cals shall indemnify him from claims insofar as these claims are not based upon his actions. The Client shall promptly notify logi.cals, in writing and comprehensively, of third-party claims that are asserted.


12.    End of the Usage Right

12.1.    logi.cals may withdraw the usage authorisations from the Client without notice in accordance with this contractual agreement if the Client has violated essential provisions of the contractual agreement multiple times or grossly, particularly if he has violated Clauses 2 and 3. This withdrawal of rights must be preceded with a substantiated written warning stating the threat that such rights will be withdrawn. The Client shall have no claim to the reimbursement of the fee. In the event that an OEM license is issued, this provision must be imposed by the Client on his End Clients. Any violations committed by the End Clients must be promptly reported by the Client to logi.cals and, upon logi.cals’ request, the Client must take legal action against the End Clients or must allow logi.cals to directly take legal action against the End Clients whereby, in the latter case, the Client must support logi.cals in any manner which logi.cals regards as being purposeful and must assign any claims to it.
12.2.    At the end of the usage right, the Client shall return all data carriers as well as the entire documentation–including any copies that have been made–and shall delete stored programmes. He shall promptly provide documentation to logi.cals that such returns and deletions have been made. The obligations from this contractual agreement, particularly from Clause 3, shall continue to be valid permanently. In the event that an OEM license is issued, this provision must also be accordingly imposed on the Client’s End Client.


13.    Vicarious Agents

logi.cals shall be entitled to commission third parties to fulfil its contractual obligations.


14.    Miscellaneous

14.1.    Amendments of/supplements to the General Business Terms and Conditions must be in writing. This shall also be valid for the abolition of the written form requirement.
14.2.    The courts with subject-matter jurisdiction in St. Pölten shall rule on all disputes arising in conjunction with a contractual agreement which is subject to these Business Terms and Conditions–including such a dispute about its validity or non-validity. However, logi.cals reserves the right to assert claims in any other permissible legal venue.
14.3.    Any fees and levies associated with the drafting of the contractual agreements shall be assumed by the Client.
14.4.    All disputes arising from a contractual relationship which is subject to these Business Terms and Conditions shall be subject to substantive Austrian law with the exception of the UNCITRAL Sale of Goods Convention.