General Terms and Conditions

Part A: Terms for All Contracts

Part A applies to every contract with Waterglass. Part B applies only to projects and consulting. The AI agent platform Waves is additionally governed by the Product Terms for Waterglass Waves.

§ 1 Scope and Contracting Parties

(1) These General Terms and Conditions (General Terms) apply to all contracts between Waterglass FlexCo, with its seat in Vienna, registered in the commercial register of the Commercial Court of Vienna under FN 622959t (hereinafter "we" or "Waterglass"), and its customers (hereinafter "Client"). Our address and contact details are stated in the legal notice. The General Terms cover consulting, the development and operation of AI solutions and software, and the provision of our products.

(2) We contract exclusively with entrepreneurs within the meaning of § 1 UGB (Austrian Commercial Code) and with legal entities under public law. By placing an order, registering for a product or accepting an offer, the Client confirms that it is acting as an entrepreneur. Should the Austrian Consumer Protection Act exceptionally apply to a contract, its mandatory provisions prevail over these General Terms.

(3) These General Terms apply unless the parties have agreed otherwise. Deviating arrangements, such as an individually negotiated contract or the Client's own terms, apply where both parties have accepted them in text form. They prevail over these General Terms to the extent they deviate from them. Otherwise these General Terms continue to apply. Without such acceptance, the Client's terms do not become part of the contract.

§ 2 Contract Documents and Order of Precedence

(1) For projects and consulting, the contract is made up of the individual agreement in the form of the accepted offer or the order confirmation and these General Terms.

(2) For products, the contract is made up of the individual agreement, the product terms published for the respective product and these General Terms. Depending on the product, the individual agreement is concluded by registration, by an order placed within the product, by completion of the checkout or by acceptance of an offer. The Waterglass Waves platform is governed by the Product Terms for Waterglass Waves.

(3) In case of conflict the individual agreement prevails over the product terms, and those prevail over the General Terms. A data processing agreement prevails over all other contract documents in matters of data protection. The list of subprocessors forms part of it.

(4) By accepting these General Terms, the Client also accepts the product terms of every product it uses or orders, in the version published when the contract for that product is concluded. No separate acceptance is required. For products added later, their product terms apply from the conclusion of the contract for that product.

(5) The German version of all contract documents is authoritative. Translations are for information only. In case of discrepancy the German wording prevails.

§ 3 Definitions

"Individual agreement" is the arrangement relating to the specific contract, in particular an accepted offer, an order confirmation or the booking of a product.

"Product" is a standardised service we provide, in particular software as a service, for which we publish product terms.

"Product terms" are the contract terms published for a product.

"Work results" are the results we create for the Client in the course of a project, such as software, concepts, configurations and documentation.

"Existing works" are tools, libraries, templates, methods and other components that we created or acquired independently of the order.

"Text form" is any legible declaration on a durable medium, in particular an email or a declaration made in the user interface of a product.

"Recurring fees" are fees owed for a period of time, in particular monthly flat fees and base fees.

"AI system" is a system within the meaning of Regulation (EU) 2024/1689 (AI Act).

§ 4 Offers and Formation of Contract

(1) Our offers are non-binding unless expressly marked as binding. A contract is formed when we confirm an order in text form, when the Client accepts a binding offer within the period stated in it, or when we begin performance. For products, the product terms govern the formation of the contract.

(2) Declarations in text form satisfy every form requirement of these General Terms unless a signature is expressly required.

(3) The individual agreement, the product terms and these General Terms reflect the parties' agreements completely. No other arrangements were made at the conclusion of the contract.

§ 5 AI Services

(1) Many of our services rely on AI systems. Their results are generated probabilistically. They may be incomplete, incorrect, outdated, biased or unsuitable for the Client's purpose, and they are not always traceable or reproducible. We owe the careful selection, configuration and integration of the AI systems, not the correctness of individual results.

(2) The Client reviews AI results before using them and does not rely on unreviewed results for decisions with legal or economic effect on persons. Where human oversight is required, the Client establishes it. Legal, tax or medical questions are clarified with the professionals competent for them.

(3) Where the Client uses an AI system developed or provided by us in its own operations, it is the deployer of that system within the meaning of the AI Act. It complies with the obligations of a deployer, in particular the transparency obligations towards persons who interact with the system or are affected by its outputs, and the obligation of human oversight. It does not use the system for practices prohibited under Article 5 of the AI Act and uses it for high-risk applications within the meaning of Annex III only where this is expressly agreed. We inform the Client which work results handed over are wholly or predominantly AI-generated. Marking such content towards third parties upon publication is the responsibility of the Client as deployer.

(4) We do not warrant that AI results are free of third-party rights. For the use of AI results that the Client publishes or uses without the review required by paragraph 2, we are liable only in cases of gross negligence or intent.

(5) We use AI models of third parties. Changes, fluctuations in quality, price changes or the discontinuation of a model by its provider are beyond our control. In such a case we endeavour to find an equivalent alternative. A claim to a specific model exists only where expressly agreed.

§ 6 Prices, Payment and Default

(1) Prices follow from the individual agreement and, for products, from the product terms. All prices are net prices, plus statutory VAT.

(2) Invoices are due within 14 days of receipt without deduction, unless agreed otherwise. Recurring fees for ongoing services are billed monthly in advance unless agreed otherwise. Services charged on a time and materials basis are invoiced monthly in arrears, fixed-price services according to the agreed milestones. Agreed travel and incidental costs are reimbursed separately. The Client expressly agrees that invoices are transmitted in electronic form (§ 11 paragraph 2 UStG, Austrian VAT Act).

(3) In case of late payment, entrepreneurs owe the statutory default interest under § 456 UGB and the lump-sum compensation for collection costs under § 458 UGB. Further claims remain unaffected.

(4) Where there are justified doubts about the Client's ability to pay, and for new customers, we may require advance payments or security.

(5) The Client may set off only undisputed claims or claims established by a final court decision. A right of retention exists only for counterclaims arising from the same contract.

(6) If the Client is in default with an undisputed payment, we may, after a reminder in text form and expiry of a grace period of 14 days, withhold further services and suspend access to products until payment has been received. We do not withhold the Client's data. The suspension is lifted upon payment.

(7) Additional effort caused by change requests, a lack of cooperation or subsequent requirements is remunerated at the agreed rates, otherwise at our hourly rates applicable at the time. We notify the Client of it in advance.

§ 7 Indexation of Recurring Fees

(1) Recurring fees, in particular monthly flat fees for ongoing consulting and support services and the base fees of our products, are index-linked. The reference is the Consumer Price Index published by Statistik Austria in the series current in the year the contract is concluded, or the successor index replacing it. The base is the index figure published for the month in which the contract was concluded, or failing that the most recently published figure.

(2) We are entitled to increase the fee at most once a year, at the earliest twelve months after the conclusion of the contract, in proportion to the change between the base or the last applied index figure and the current index figure. An adjustment is to be notified in text form at least four weeks before it takes effect. It applies from the following billing period and not retroactively. A missed adjustment is not deemed a waiver.

(3) If the index ceases to be published, the official successor index applies, otherwise an index that comes closest to the previous calculation.

(4) Consumption-based prices, credit and list prices for new customers are not subject to indexation but to the price-change procedure of the product terms. An adjustment under this section does not give rise to a special termination right. Ordinary termination rights remain unaffected.

§ 8 Liability

(1) For intent and gross negligence, for personal injury, for claims under the Austrian Product Liability Act and in cases of mandatory statutory liability, we are liable in accordance with the statutory provisions.

(2) In all other respects we are liable only in cases of intent or gross negligence. Liability for slight negligence is excluded. Compensation for indirect damage, consequential damage, lost profit, lost savings, production downtime, loss of interest and damage arising from third-party claims against the Client is excluded in every case, to the extent permitted by law.

(3) Where the individual agreement provides for liability for slight negligence in deviation from paragraph 2, that liability is limited in amount unless the individual agreement provides otherwise. The liability cap is, for projects and other services remunerated once, the net order value of the affected individual agreement, and for ongoing services and products, the sum of the net fees the Client paid for the affected service in the twelve months preceding the event giving rise to the damage. It applies per event and in total for all events within one contract year.

(4) For the loss of or damage to data we are liable, to the extent we are liable under this section, only up to the effort that would be required to restore the data from a proper backup. The Client is obliged to back up its data regularly unless the backup is expressly part of our service. For products, the scope of our backups follows from the product terms.

(5) We are not liable for disruptions attributable to systems, networks, services or software operated or provided by the Client or by a third party engaged by the Client, nor for damage caused by attacks on such systems, unless we enabled them through gross negligence or intent. A commercial result is not owed for consulting.

(6) The Client's claims for damages must be asserted in court within six months of becoming aware of the damage and the party liable, failing which they are time-barred. This does not apply in the cases of paragraph 1.

(7) The limitations of this section also apply in favour of our officers, employees and subcontractors.

§ 9 Force Majeure and Changes in Law

(1) Force majeure is any event beyond the reasonable control of the affected party that was not foreseeable at the conclusion of the contract and whose consequences that party cannot avert with reasonable effort, such as natural disasters, pandemics, war, terrorism, official orders, industrial action, large-scale failures of power or communication networks and attacks on critical infrastructure. The failure of a supplier counts as force majeure only where it is itself caused by force majeure.

(2) The affected party is released from its obligation to perform for the duration and to the extent of the impediment. It notifies the other party of the event without delay and endeavours to limit the consequences. Deadlines are extended by the duration of the impediment and a reasonable restart period. If the impediment lasts longer than 90 days, either party may terminate the affected part of the contract in text form.

(3) Where changes in law, official decisions or changes to the terms of a provider on which we depend render a service unlawful or economically unreasonable, the parties negotiate an adjustment of the contract. If no agreement is reached within 30 days, either party may terminate the affected part of the contract in text form with 30 days' notice. Services rendered until then are remunerated.

§ 10 Data Protection

(1) We process personal data in accordance with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act. How we process the data of the Client's contact persons and of visitors to our website is described in our privacy policy.

(2) Where we process personal data on behalf of the Client, we act as a processor under Article 28 GDPR. For projects, the parties conclude a data processing agreement before such data is handed over. For products, the data processing agreement follows from the product terms.

(3) As a processor we assist the Client in safeguarding data subject rights, in data protection impact assessments and in notifying personal data breaches. The Client remains responsible for the lawfulness of the processing, for the legal basis and for informing the data subjects.

(4) The Client hands over personal data to us only to the extent required for the service, and special categories of personal data only after prior coordination.

§ 11 Confidentiality

(1) Confidential information is all information that one party makes available to the other in connection with the contract and that is marked as confidential or whose confidentiality follows from the circumstances, in particular trade secrets, customer data, prices, source code, configurations and system instructions.

(2) Each party uses the other party's confidential information only to perform the contract, protects it with appropriate measures and discloses it only to employees, advisers and subcontractors who need it for that purpose and who are bound by an equivalent duty of confidentiality.

(3) Information is not confidential if it is publicly known or becomes public without breach of this section, if it was already known to the receiving party, or if that party developed it independently or lawfully received it from third parties. Disclosure ordered by law, a court or an authority is permitted. The affected party is informed in advance where legally permissible.

(4) The duty of confidentiality applies for the term of the contract and for three years after its end. For trade secrets it applies for as long as they remain trade secrets. § 12 remains unaffected.

§ 12 Reference Use

(1) From the conclusion of the contract we may name the Client as a reference customer, in particular with its name and logo and a neutral description of the type of service provided or product used, on our website and in offers, presentations and other marketing material. Confidential information and details going beyond such a neutral description are published only with the Client's consent. § 11 otherwise remains unaffected.

(2) Quotations, testimonials and other statements attributed to the Client or its employees are published only if the Client has approved the wording beforehand in text form.

(3) The Client may object to reference use at any time without stating reasons, with effect for the future, for example by email to support@waterglass.ai. We remove the reference from all media under our control within 14 days of receipt of the objection.

§ 13 Assignment and Sanctions

(1) The Client may transfer the contract, or assign individual claims under it, to third parties only with our consent in text form, for example to a group company or in the course of a sale of its business. We may transfer the contract to an affiliated company or to a legal successor that takes over our business in whole or in the affected part. We inform the Client of this in text form.

(2) The Client warrants that neither it nor the persons for whom it uses our services are subject to sanctions of the European Union, the United Nations or the Republic of Austria, and that it does not use our services in breach of export control or sanctions law.

§ 14 Changes to the General Terms and the Product Terms

(1) We may change these General Terms and the product terms where this is necessary because of changes in law or case law, technical developments or the further development of our products, and to the extent the change is reasonable for the Client. We do not change the principal obligations, the fee or the term in this way. Fees are governed by § 7 and by the price-change procedures of the product terms.

(2) We notify the Client of changes in text form at least four weeks before they take effect and point out the significance of the Client's silence. If the Client does not object in text form before the changes take effect, they are deemed accepted. If the Client objects, the contract continues on the previous terms, and either party may terminate it with one month's notice to the end of a month.

(3) For products we additionally point out changes within the product itself. An acceptance declared there is sufficient.

§ 15 Final Provisions

(1) Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law.

(2) The court with subject-matter jurisdiction for Vienna, Inner City, has exclusive jurisdiction over all disputes arising from or in connection with the contract. The place of performance is Vienna.

(3) Should a provision of these General Terms or of the product terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes as close as possible to the economic purpose of the invalid one.

Part B: Additional Terms for Projects and Consulting

Part B applies to consulting, development and support services that we provide on the basis of an individual agreement. It applies to products only to the extent the product terms refer to it.

§ 16 Services and Changes to Services

(1) The scope of our services follows from the individual agreement. We provide consulting, training and support services as services (Dienstleistung) in accordance with the state of the art and with the care of a prudent businessperson. A specific commercial result is not owed. We provide the development of software and other work results with an agreed specification as work performance (Werkleistung).

(2) Changes to the scope of services require an agreement in text form. If the Client requests a change, we assess it and inform the Client of the effects on remuneration and dates. We begin implementation only after the Client's approval. The assessment effort may be chargeable where we announce this in advance.

(3) We may use subcontractors. Partial performance is permitted to the extent it is usable for the Client.

(4) Cost estimates and effort estimates are non-binding unless we expressly mark them as binding. If a substantial overrun becomes apparent, we notify the Client without delay. The Client may then decide whether the service is continued, adjusted or ended. Services rendered up to that point are remunerated.

§ 17 Cooperation and Client Materials

(1) The Client provides us in good time with all information, documents, access and test data required for the service, names a contact person authorised to decide, and makes required decisions and approvals without undue delay.

(2) The Client warrants that it is entitled to make the provided content, data and systems available to us and that our use in accordance with the contract does not infringe third-party rights. It indemnifies us against third-party claims arising from its materials or its instructions and reimburses us the reasonable costs of legal defence. We inform the Client without delay of such claims and leave the defence to the Client on request.

(3) A legal review of the content provided by the Client, in particular of its compliance with competition, trademark, copyright and data protection law, is not part of our service unless expressly commissioned. We owe the accessible design of work results, in particular under the Austrian Accessibility Act, only where this is expressly agreed. Whether a work result is subject to statutory accessibility requirements is assessed by the Client.

(4) If the Client does not fulfil its cooperation duties, dates are postponed by the duration of the delay and a reasonable restart period. The Client remunerates the resulting additional effort under § 6 paragraph 7. If cooperation is still lacking after a reminder in text form and a grace period of 14 days, we may terminate the contract and invoice the services rendered until then.

§ 18 Dates and Deadlines

(1) Dates and deadlines are binding only if expressly designated as binding in text form. A fixed-date transaction exists only where expressly agreed. Dates and deadlines presuppose that the Client fulfils its cooperation duties under § 17 in good time and in full, in particular that it provides all information, documents, access and decisions required for the service. Delays originating in the Client's sphere extend dates and deadlines by the duration of the delay and a reasonable restart period and do not constitute default on our part. We have influence only over the circumstances within our own sphere.

(2) If we miss a binding date, the Client may withdraw from the affected part of the contract after expiry of a grace period of 14 days set in text form. § 8 and § 9 remain unaffected.

§ 19 Acceptance

(1) We hand over work performances for acceptance and notify the handover in text form. The Client examines the performance within 30 days and declares acceptance or notifies identified defects in text form.

(2) The performance is deemed accepted if the Client does not notify material defects within this period or if the Client uses the performance productively. Immaterial defects do not prevent acceptance and are remedied under the warranty.

(3) Where acceptance in parts is agreed, this section applies to each part.

§ 20 Rights of Use in Work Results

(1) Upon full payment of the agreed remuneration, we grant the Client a licence to use the work results within the meaning of § 24 paragraph 1 UrhG (Austrian Copyright Act, Werknutzungsbewilligung), that is a non-exclusive, perpetual, worldwide and irrevocable right to use, reproduce, modify and further develop the work results for its own business purposes and to have them used for it by affiliated companies and service providers. An exclusive right of use (Werknutzungsrecht) requires an agreement in text form. Until full payment, the rights of use are granted subject to the condition precedent of payment.

(2) Source code developed individually for the Client and the associated documentation are handed over after full payment of the agreed remuneration. Until then we make the work results available in executable form for acceptance and for use in accordance with the contract. Existing works remain our property. The Client receives a perpetual non-exclusive licence to use them as part of the work results.

(3) Components under open-source licences are governed by their respective licence terms. Those terms prevail over this provision. We point out components whose licence triggers obligations upon distribution.

(4) In AI-generated components of the work results we grant rights to the extent such rights arise. We do not warrant whether and to what extent such components are protected by copyright.

(5) We may continue to use the knowledge, methods and general components gained in the course of the service, provided no confidential information of the Client is disclosed. Materials provided by the Client remain its property. The Client grants us the rights in them required for the service.

§ 21 Warranty

(1) We warrant that work performances conform to the agreed specification at acceptance. A defect is a reproducible deviation from that specification. The warranty period is six months from acceptance. The presumption under § 924 ABGB (Austrian Civil Code) and the defence under § 933 paragraph 3 ABGB are excluded.

(2) The Client must notify defects in text form within 30 days of acceptance, and hidden defects within 30 days of their discovery, and describe them so that we can reproduce them. § 377 UGB applies mutatis mutandis. If timely notice is not given, the claims in respect of that defect lapse, including claims for damages on account of the defect itself.

(3) We remedy defects at our option by repair or replacement within a reasonable period. A workaround counts as a remedy if it allows use in accordance with the contract without material restriction. If two attempts at remedy fail, the Client may demand a price reduction or, in the case of material defects, rescission.

(4) Deviations attributable to changes by the Client or third parties, to operating environments not agreed, to defective Client materials or to the characteristics of the AI models used under § 5 are not defects.

(5) Statutory provisions apply to services. A specific result is not owed.

§ 22 Term, Termination, Project Cancellation and End of Contract

(1) Contracts for ongoing services may be terminated by either party in text form with one month's notice to the end of a month, unless the individual agreement provides for a minimum term or a different notice period.

(2) Either party may terminate the contract for good cause without notice. Good cause exists in particular where the other party continues to breach a material obligation despite a warning in text form and a grace period of 14 days, where the Client is more than 30 days in default with a payment despite two reminders, or where insolvency proceedings are opened over a party's assets or rejected for lack of assets.

(3) If the Client cancels a project before completion without cause attributable to us, it remunerates the services rendered until then and the commitments already entered into towards third parties. In addition it owes 30 percent of the net fee for the services not yet rendered as flat-rate compensation. The Client may prove that our loss is lower. Instead of the flat rate, we may claim the amount owed under § 1168 ABGB.

(4) At the end of the contract we hand over the paid work results in their current state together with the access credentials and configurations we hold for the Client. The Client returns the access it has granted us. Personal data we processed for the Client is returned or deleted at its choice, unless a statutory retention obligation prevents this. Both parties cooperate in an orderly handover. Effort beyond the handover is remunerated by the Client under § 6 paragraph 7.

Published Product Terms

Waterglass Waves is governed by the Product Terms for Waterglass Waves, the Data Processing Agreement for Waterglass Waves and the Privacy Notice for Waterglass Waves. Products for which no product terms are published are governed by these General Terms and the individual agreement.