TERMS AND CONDITIONS FOR SERVICES

1. Scope of Services

Fluegelspiel - Software & Creatives OG ("We" or "Us") agrees to provide the software development services ("Services") described in the attached quote ("Quote") to the customer ("Customer").
 

1.2 The Services may include, but are not limited to:

• Software development

• Design and 3D modeling

• Consulting on software projects and change management
   

1.3 The specific deliverables and timeline for the Services will be outlined in the Quote.
 

2. Customer Responsibilities

2.1 The Customer is responsible for providing us with all necessary information and materials in a timely manner to complete the Services.
 

2.2 The Customer will designate a point of contact who will be responsible for communicating with us regarding the project.
 

2.3 The Customer will promptly review all deliverables and provide us with feedback in writing.

2.4 The Customer is responsible for obtaining any necessary licenses or approvals for the use of the software.

3. Intellectual Property Rights

3.1 We will retain ownership of all intellectual property rights developed by us during the course of the Services, unless otherwise agreed to in writing.

3.2 The Customer will own all intellectual property rights in the information and materials they provide to us.

3.3 We grant the Customer a non-exclusive, irrevocable, worldwide license to use the software developed or design material created for their internal business purposes.

4. Acceptance

4.1 The Customer will be deemed to have accepted the Services upon written confirmation of their approval or by commencing use of the software.

5. Warranties and Disclaimers

5.1 We warrant that the Services will be performed in a professional and workmanlike manner.

5.2 WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.3 WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Payment Terms

6.1 The payment terms for the Services will be outlined in the Quote. All prices are invoiced in euros (€). Invoices are due within 14 days net of any discounts. Payment is possible via Credit Card, PayPal or wire transfer. Costs for international transfer fees will be covered by the Customer.

7. Termination
 

7.1 Either party may terminate this Agreement for cause upon written notice to the other party. The Customer shall pay for all Services rendered up to the date of termination, in accordance with the payment terms set forth in Section 6.

7.2 Cause for termination includes, but is not limited to, material breach of this Agreement or failure to make payment.

8. Confidentiality

8.1 We will keep confidential all non-public information the Customer discloses to us.

8.2 The Customer will keep confidential all non-public information we disclose to them.

9. Independent Contractor

9.1 We are an independent contractor and not the Customer's employee.

10. Entire Agreement

10.1 This Agreement together with the quote constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Governing Law

11.1 This Agreement will be governed by and construed in accordance with the laws of Vienna, Austria.

12. Dispute Resolution

12.1 Any dispute arising out of or relating to this Agreement will be settled by Arbitration in Vienna, Austria, in accordance with the Vienna Rules of Arbitration of the Vienna International Arbitral Centre (VIAC).

13. Severability

13.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14. Waiver

14.1 No waiver of any breach of this Agreement will be deemed to be a waiver of any subsequent breach.

15. Notices

15.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier service to the addresses stated in the quote.