General Terms and Conditions

These General Terms and Conditions apply to all contracts, deliveries, and services between BOTFORCE Technology GmbH ("Service Provider") and business clients pursuant to § 1 KSchG ("Client"). For consumers, these terms apply only insofar as they do not conflict with mandatory consumer protection provisions. Deviating, conflicting, or supplementary terms from the Client shall only become effective with the Service Provider's express written consent. Individual agreements with the Client take precedence over these terms.

Offers are non-binding. Technical changes and modifications in form, color, or weight remain reserved within reasonable limits. The Client's order constitutes a binding contract offer. A contract is formed upon the Service Provider's written confirmation or upon commencement of service delivery. Contract modifications require written form; email qualifies as written form.

Our service portfolio includes the following areas. The exact scope derives from the offer, service description, and order confirmation. Verbal commitments require written confirmation. For SaaS and hosted solutions, 99% annual average availability is guaranteed, excluding planned maintenance, force majeure, and disruptions beyond the Service Provider's control.

• RPA Consulting and Implementation: Analysis, design, and implementation of Robotic Process Automation using UiPath and comparable technologies
• AI Integration: Integration of Artificial Intelligence into business processes
• Business Intelligence: Development of reporting and analysis solutions
• IT Consulting: Strategic consulting for digital transformation
• Training: Project management certifications (PMP, CAPM) and RPA training
• SaaS Solutions: Cloud-based software services
• Support and Maintenance: Ongoing support for implemented solutions

The Client must provide all necessary cooperation promptly and at no charge. This includes providing information, data, and documents, authorized decision-making contacts, access to relevant systems and infrastructure, and test environments. The Client must review interim results promptly and provide qualified feedback within 5 business days unless otherwise agreed. Delays due to insufficient Client cooperation shift agreed deadlines accordingly. The Client bears the resulting additional costs.

All prices are in euros, net plus applicable VAT (currently 20% in Austria). Fixed prices apply only when expressly designated as such. Billing follows fixed price, time and material (T&M) based on actual effort at agreed hourly rates, or monthly flat rate for ongoing services and SaaS. Minimum billing units: On-site services 4 hours, remote services 1 hour. Partial hours are rounded up to full 15-minute intervals. Invoices are due within 14 days of invoice date without deduction. For projects over EUR 10,000: 30% upon order placement, 40% upon reaching defined milestones, 30% upon acceptance. Default interest is 9.2 percentage points above the current ECB base rate.

Delivery dates and deadlines are binding only when expressly designated as such in writing; otherwise they represent non-binding targets. Partial deliveries and performance are permitted insofar as reasonable for the Client. In case of delivery delay, the Client must set a reasonable grace period of at least 4 weeks. Only after this period expires may the Client withdraw from the contract.

Following service completion, the Client conducts acceptance within 10 business days of provision. Defects must be documented in writing upon acceptance. Non-material defects do not justify refusal of acceptance. Acceptance is deemed complete if the Client puts the service into productive operation or 10 business days pass without written notice of material defects.

The warranty period is 12 months from acceptance. Consumers enjoy statutory warranty periods. Defects must be reported immediately, but no later than 14 days after discovery, in writing with detailed description. For justified claims, the Service Provider may choose repair or replacement. If repair fails twice, the Client may demand price reduction or, for material defects, rescission. Warranty excludes: Defects from Client or third-party modifications, improper use, Client-provided faulty data or systems, and force majeure.

The Service Provider has unlimited liability for intentional acts and gross negligence, personal injury, and product liability claims. For ordinary negligence, liability applies only to material contract breaches and is capped at contract value. Indirect damages, consequential damages, lost profits, data loss, and business interruption are excluded to the extent legally permissible. Total annual liability is capped at the net contract value of the preceding 12 months, minimum EUR 50,000. The Client is responsible for regular data backups. Liability for data loss is limited to recovery costs that would have occurred with proper backup practices.

Both parties treat all confidential information obtained during cooperation as strictly confidential, using it only for contract performance. Confidential information includes: trade and business secrets, technical information and know-how, customer data and business relationships, prices and terms, and unpublished products and strategies. Confidentiality obligations continue for 3 years after contract termination. Exceptions apply to information that is publicly known, already lawfully known to the receiving party, lawfully obtained from third parties, or required to be disclosed by law.

Both parties comply with applicable data protection laws, particularly the GDPR and Austrian DSG. Where the Service Provider processes personal data on the Client's behalf, a separate Data Processing Agreement pursuant to Article 28 GDPR is executed. Additional information can be found in our Privacy Policy.

All rights to the Service Provider's pre-existing materials, software, methods, and know-how remain with the Service Provider. Upon full payment, the Client receives non-exclusive, perpetual usage rights for internal use and further development, without the right to transfer to third parties without consent. Source code transfer requires a separate agreement; standard deliverables include executable programs or bots only. Third-party software licenses such as UiPath are governed by respective manufacturer terms and must be obtained separately.

Services may employ AI technologies including document analysis and classification, natural language processing (NLP), process optimization and recommendations, and automated decision support. Certain AI functions use third-party services (e.g., Anthropic Claude). The Client is informed and must explicitly consent. AI-driven analysis and recommendations are decision-support tools; the Service Provider guarantees neither accuracy, completeness, nor suitability of AI-generated results. The Client is responsible for verifying AI-generated results before use, complying with data protection rules when inputting data, and deciding whether to implement AI recommendations. Personal data may not be input into AI systems unless expressly agreed and appropriate data protection measures are implemented.

Contract duration derives from individual agreements. Ongoing obligations (SaaS, support) have a minimum 12-month term unless otherwise stated. After the minimum term, contracts may be terminated with 3 months' notice to month-end. Extraordinary termination for cause remains unaffected. Cause includes: material breach despite warning, payment delay exceeding 30 days, and insolvency proceedings against either party. Upon contract end, all outstanding payments become immediately due, system and service access is deactivated, data return/deletion rights exist, and confidentiality obligations continue.

Neither party is liable for non-performance of contractual obligations caused by force majeure, including: natural disasters, pandemics, epidemics, war, terrorism, civil unrest, strikes, lockouts, government actions, telecommunications or power outages, and cyberattacks on critical infrastructure. The affected party promptly notifies the other of the event and expected duration.

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of law rules. Exclusive jurisdiction for all disputes is Vienna, Austria. If any provision is or becomes invalid, remaining provisions remain valid. Invalid provisions are replaced with those best approximating the economic intent. The Client may not assign rights or obligations without prior written consent. The Service Provider reserves the right to amend these terms; changes are communicated in writing and deemed approved unless the Client objects within 4 weeks. Side agreements, modifications, and supplements require written form.