Terms and conditions

1. Scope & contractual basis

1.1 These General Terms and Conditions (hereinafter “Terms”) apply to all present and future contracts, offers, services and deliveries of Ruckzack OG (hereinafter “contractor”) to its customers (hereinafter “client”), unless something different has been expressly agreed in writing.

1.2 These Terms apply both to one-off project services (in particular the creation of websites and web applications) and to ongoing services such as hosting, maintenance, support and helpdesk services (continuing obligations).

1.3 Deviating, conflicting or supplementary general terms and conditions of the client are expressly excluded and only apply if the contractor has expressly agreed to their validity in writing. This also applies if the contractor provides services without reservation in the knowledge of such terms and conditions.

1.4 Offers made by the contractor are subject to change and non-binding. A contract is only concluded when

• the contractor confirms an offer in writing (email is sufficient)

• or the contractor begins carrying out the commissioned service.

1.5 Unless expressly agreed otherwise, the contractual documents apply in the following order of precedence:

• the individual offer or the specific order,

• any written service description,

• these Terms.

1.6 Amendments or additions to contracts as well as side agreements must be made in writing. The written form requirement is also met by email, unless expressly agreed otherwise.

1.7 These Terms apply in principle to businesses within the meaning of the Commercial Code (UGB). With regard to consumers within the meaning of the Consumer Protection Act (KSchG), they only apply insofar as no mandatory statutory provisions conflict with them.

1.8 The client will be notified of changes to these Terms in writing. They are deemed agreed if the client does not object to the amended Terms in writing within 14 days of receipt, provided the client was at the same time specifically informed of the significance of remaining silent.

2. Types of services

2.1 Project services (website & web application development)

2.1.1 The contractor provides project services in particular in the following areas:

• Concept, design and technical implementation of websites

• Development of web applications

• Implementation of custom solutions as well as solutions based on common content management systems (e.g. WordPress, Storyblok or comparable systems)

• Technical consulting, optimisation and further development of existing systems

2.1.2 The services owed result exclusively from the respective agreed offer or service description. Unless expressly agreed in writing, the contractor does not owe any particular economic, technical or legal result, but the professional implementation of the agreed services in accordance with the state of the art at the time of the order.

2.1.3 A legal review of projects, in particular with regard to data protection, accessibility, competition, trademark or copyright law, is not part of the services unless expressly agreed in writing. The client is solely responsible for the legal permissibility of the content and specifications it provides.

2.1.4 Unless separately agreed, project services are deemed one-off services that are completed upon acceptance by the client. After completion of the project, the contractor has no obligation to provide ongoing support, maintenance or updates, unless a separate agreement on ongoing services has been made.

2.2 Ongoing services (hosting & support)

2.2.1 After completion of a project, the client may optionally use ongoing services of the contractor. These services constitute continuing obligations and include in particular:

• Hosting of websites and web applications

• Technical maintenance and support

• Ongoing updates to the extent set out in point 5.5

• Support and adjustment services to the agreed extent

2.2.2 For this purpose, the contractor offers in particular the following standard packages:

• Hosting Solo: hosting only, without included support hours

• Businesscare Starter: hosting incl. monthly support hours of 0.5 hours

• Businesscare Plus: hosting incl. monthly support hours of 2 hours

In addition, individual support hours can be agreed in writing.

2.2.3 Support hours relate to the respective agreed billing period (calendar quarter, unless agreed otherwise). One support unit corresponds to 60 minutes of working time. Unused support units expire at the end of the respective billing period and cannot be carried over to subsequent periods. Services exceeding the agreed hours are billed separately based on time and effort.

2.2.4 Within the scope of hosting and support services, the contractor does not owe any particular availability or uninterrupted accessibility. Maintenance work, technical faults, outages at upstream providers or events outside the contractor's sphere of influence may lead to temporary restrictions.

2.2.5 Unless expressly agreed, security audits, functional checks after updates or content maintenance are not part of the hosting or support services. Point 5.6 applies to data backups.

3. Project execution & the client's duty to cooperate

3.1 The client undertakes to provide the contractor with all information, content, documents, access and approvals required to carry out the project completely, correctly and in good time. This includes in particular texts, images, graphics, logos, access data for systems as well as organisational and technical specifications.

3.2 The client ensures that all content it provides is free of third-party rights or that the necessary rights of use have been obtained. The client is liable for the legal permissibility of the content it supplies and shall indemnify and hold the contractor harmless in the event of claims by third parties.

3.3 Delays attributable to late, incomplete or incorrect cooperation by the client are not the responsibility of the contractor. Agreed dates and deadlines are extended accordingly; any additional effort may be charged separately.

3.4 Changes or extensions to the originally agreed scope of services (“change requests”) require a separate agreement. The contractor is entitled to claim additional costs and an adjustment of the schedule for this.

4. Acceptance of project services

4.1 After completion of the agreed project service, the client is obliged to review and accept it within a reasonable period, but no later than within 14 days.

4.2 Acceptance is deemed to have taken place if:

• the client approves the service in writing or

• the service is used productively or

• the client does not report any material defects in writing within the acceptance period.

4.3 Minor defects do not entitle the client to refuse acceptance. They will be remedied under the warranty.

4.4 Upon acceptance, the project is deemed completed. Any further support, maintenance or updates are not owed unless a separate agreement on ongoing services has been made.

5. Hosting & support services

5.1 Hosting and support services constitute ongoing services (continuing obligations) and are agreed separately from project work.

5.2 The specific scope of services results from the package booked in each case (Hosting Solo, Businesscare Starter, Businesscare Plus or individually agreed packages).

5.3 The contractor is entitled to use suitable subcontractors or third-party infrastructure (e.g. data centres, cloud providers) to provide hosting and support services.

5.4 The contractor endeavours to ensure secure and stable operation but does not owe uninterrupted availability. Maintenance work, security updates, technical faults or outages at third-party providers may lead to temporary restrictions.

5.5 Ongoing updates are included in all hosting packages. The contractor installs security updates as well as updates within a major version (e.g. from version 6.4 to 6.5) for the server, operating system, content management system and extensions used. Not included are upgrades to a new major version (e.g. from version 6 to 7). Such upgrades often require changes to the website. If an upgrade becomes necessary or advisable, the contractor informs the client and prepares a separate quote for it. Alternatively, the upgrade can be carried out within agreed support hours.

5.6 In hosting, the website, databases and emails are backed up automatically. The backups run via the infrastructure of the data centre operator (currently Hetzner Online GmbH, Germany) and are stored on a separate system. They serve to restore data after an outage or error. On request, the contractor restores data from the backup available at the time. The contractor does not guarantee that any given state of the data can be fully restored. The client should additionally back up business-critical data itself.

5.7 The contractor accepts no liability for security vulnerabilities, malfunctions or incompatibilities caused by third-party software used (e.g. plugins, themes, external APIs), unless their selection or use was expressly recommended by the contractor or owed under the contract.

5.8 Unless expressly agreed, the contractor accepts no responsibility for:

• Data backups beyond point 5.6

• Content updates

• Functional checks after system or plugin updates

• Legal compliance (e.g. GDPR, accessibility)

6. Term & termination

6.1 Hosting and support contracts are subject to a minimum term of three months from the start of the contract, unless something different has been agreed in the offer.

6.2 Hosting and support contracts are concluded for an indefinite period.

6.3 Both contracting parties are entitled to terminate these contracts in writing (email is sufficient) with one month's notice to the end of the month.

6.4 The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in the case of:

• considerable payment arrears

• serious breach of contract

• use of the services for unlawful purposes

6.5 In the event of termination of the contract, the client is itself responsible for backing up its data in good time, unless a handover or migration has been expressly agreed.

6.6 In the event of termination, there is no entitlement to a refund of fees already paid. Outstanding claims up to the end of the contract remain unaffected and must be settled in full.

7. Prices & terms of payment

7.1 All prices are in euros plus the applicable VAT.

7.2 Unless agreed otherwise, project services are invoiced once. Hosting and support services are invoiced monthly in advance.

7.3 Invoices are due for payment without deduction within 14 days of the invoice date.

7.4 In the event of late payment, the contractor is entitled to charge default interest in accordance with the statutory provisions and to suspend services until payment has been made in full.

8. Price adjustment for ongoing services

8.1 The contractor is entitled to adjust the fees for ongoing services (hosting and support services) annually.

8.2 A price adjustment may be made in particular on the basis of:

• changes in the current consumer price index (VPI) published by Statistics Austria or

• demonstrable cost increases (e.g. personnel, infrastructure, licence or energy costs).

8.3 The contractor will inform the client in writing of a planned price adjustment at least four weeks before it takes effect.

8.4 If the client objects to the price adjustment within 14 days of receipt of the notification, it is entitled to terminate the contract extraordinarily as of the date on which the price adjustment takes effect. If no objection is made, the price adjustment is deemed accepted.

9. Warranty

9.1 The statutory warranty provisions apply to project services, insofar as these are not permissibly restricted in business-to-business transactions.

9.2 In the B2B sector, the warranty period is six months from acceptance.

9.3 No warranty is given for hosting and support services with regard to any particular availability or freedom from errors.

10. Liability

10.1 The contractor is only liable for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded unless personal injury is involved.

10.2 Liability for indirect damage, loss of profit, loss of data, business interruption or consequential damage is excluded.

10.3 Liability for content, data or systems of the client as well as for services of third-party providers is excluded.

11. Copyright & rights of use

11.1 After payment in full, the contractor grants the client a simple, non-transferable right to use the work results created for the agreed purpose.

11.2 Further rights, in particular passing on, editing or sublicensing, require a separate written agreement.

12. Data protection & confidentiality

12.1 The contracting parties undertake to comply with the applicable data protection provisions, in particular the GDPR.

12.2 Confidential information must be kept secret and may not be passed on to third parties unless this is necessary to perform the contract.

13. Final provisions

13.1 Austrian law applies, excluding its conflict-of-laws rules. The place of jurisdiction is the registered office of the contractor.

13.2 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected.