Terms of Service

Terms and Conditions of LumeSec Technologies e.U.

LumeSec Technologies e.U. concludes contracts and provides services exclusively on the basis of the currently valid written offers, the service descriptions incorporated therein (e.g. individual documentation or general brochures), the current price lists, and these General Terms and Conditions (GTC).

1.2 General Validity

Unless explicitly agreed on a project-specific basis (e.g. individual agreements), the service descriptions, price lists, and GTC shall apply to all business relationships between LumeSec Technologies e.U. and the Client. After the initial conclusion of a contract, these documents in their then-current version shall also apply to any subsequent contracts, even if no explicit reference is made again.

1.3 Future Amendments

LumeSec Technologies e.U. reserves the right to amend the service descriptions, price lists, and these GTC. Changes will be communicated to the Client in writing and shall be deemed agreed unless a written objection is received within two weeks. The amended GTC shall also apply to existing contractual relationships from the effective date, unless otherwise agreed in writing.

1.4 Additional Agreements

Any side agreements, modifications, or supplements to these GTC must be made in writing. This requirement also applies to any deviation from the written form.

1.5 Contractual Components of the Client

Specific requirements provided by the Client regarding the provision of services shall only become part of the contract if they have been expressly taken into account by LumeSec Technologies e.U. in the offer or acknowledged by written consent.

Any general terms and conditions or contractual clauses of the Client shall not apply, even if LumeSec Technologies e.U. is aware of them, unless there is an explicit written consent indicating acceptance (e.g. "Client's GTC accepted"). Otherwise, any incorporation of such conditions is expressly rejected.

Acceptance of technical or substantive requirements from the Client does not automatically imply agreement with the Client’s legal contractual terms, even if these are included in the requirements (e.g. "Our GTC apply").

1.6 Procedure in the Event of Conflicts

In the event of conflicts between different contractual components, the following order shall apply:

Written offer from LumeSec Technologies e.U.
Project-specific service descriptions
General service descriptions and brochures
Price lists
These GTC

If there are conflicts between the contractual components of LumeSec Technologies e.U. and those of the Client, the provisions of LumeSec Technologies e.U. shall take precedence.

1.7 Procedure in the Event of Invalidity

Should individual provisions of this contract be invalid or unenforceable, the remainder of the contract shall remain in effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the original provision.

2. CONCLUSION OF CONTRACT

2.1 Offer by LumeSec Technologies e.U.

All offers by LumeSec Technologies e.U., whether in the form of individual quotations, general order forms, catalogs, or webshop offers, are non-binding and without obligation. A contract is only concluded with the express acceptance by LumeSec Technologies e.U.

2.2 Offer by the Client

If the Client places an order on the basis of an offer from LumeSec Technologies e.U. or unsolicited, for example in the form of an additional order within an existing business relationship, it shall be binding for a period of two weeks from the receipt of the order by LumeSec Technologies e.U.

2.3 Acceptance by LumeSec Technologies e.U.

A contract is only concluded through the express acceptance by LumeSec Technologies e.U. This is generally done in the form of a written order confirmation. Alternatively, acceptance may also occur through conduct clearly recognizable by the Client, such as the commencement of service delivery. A mere confirmation of receipt of the order does not constitute acceptance.

2.4 Receipt of Electronic Declarations

Where electronic means of communication or an electronic order management system are used, declarations made on working days (Monday to Friday, excluding Austrian public holidays) between 08:00 and 16:00 are deemed to have been received on the same day. Declarations received outside these times are deemed to have been received on the next working day at 08:00.

2.5 Information Obligations under the E-Commerce Act (ECG)

The information obligations of LumeSec Technologies e.U. provided for in § 9 para. 1 items 1-4 of the ECG are waived to the extent legally permissible.

SCOPE OF SERVICES, ORDER PROCESSING, AND THE CLIENT’S COOPERATION OBLIGATIONS

3.1 Place of Performance

The place of performance is the registered office of LumeSec Technologies e.U.

3.2 Scope of Services

The scope of the services to be provided by LumeSec Technologies e.U. is determined by the written service description, which is composed of all contractual components. Information from other sources (e.g. websites, brochures, presentations) shall only become part of the contract if it is expressly included in the service description.

The Client is obligated to check the service description for compliance with his/her requirements. After placing an order, changes are only possible by mutual agreement and may have an impact on price, deadlines, and dates.

3.3 Agile Project Management

In the case of agile cooperation, unless otherwise specified in the offer, the specific methods and detailed services to be provided shall be defined by mutual agreement during the project.

3.4 Professional Service and Discretion in Implementation

LumeSec Technologies e.U. is obliged to deliver services professionally based on the technical standards applicable at the time of the offer. Within the defined scope of services, LumeSec Technologies e.U. retains discretion as long as several professional solutions are possible.

3.5 Substitute Services

LumeSec Technologies e.U. is entitled to provide equivalent services, provided that they are in line with the objectives of the order.

3.6 Third-Party Services / Third-Party Products

LumeSec Technologies e.U. may provide its own services or commission third parties for the provision of components, interfaces, data, rights, or other products.

If certain third-party services or products have been contractually agreed, LumeSec Technologies e.U.’s obligation shall be limited to the proper commissioning, coordination, and processing of these third-party services, and not to their professional execution.

If the Client integrates its own or third-party components into a hosting environment provided by LumeSec Technologies e.U., LumeSec Technologies e.U. acts solely as a hosting provider.

3.7 Partial Deliveries and Deadlines

LumeSec Technologies e.U. is entitled to make partial deliveries. Deadlines or dates shall be non-binding unless expressly indicated as binding.

3.8 Contract Duration

Contracts concluded for an indefinite period may be terminated with a notice period of three months to the end of the month, subject to any minimum term.

3.9 Unforeseeable or Unavoidable Events

Unforeseeable or unavoidable events (e.g. delays caused by the Client or third parties) shall extend deadlines and postpone dates by the duration of the delay plus any necessary organizational adjustments. LumeSec Technologies e.U. will inform the Client of such delays in writing.

3.10 Cooperation Obligations of the Client

The Client shall provide LumeSec Technologies e.U. with all information, materials, access, and contact persons necessary for the provision of services without delay. Delays or incorrect information may lead to postponed deadlines and additional costs, for which the Client shall be liable.

Should LumeSec Technologies e.U. be held liable by third parties for a legal infringement in connection with information or content provided by the Client, the Client shall indemnify LumeSec Technologies e.U. against any claims and litigation.

3.11 Legal Verification Obligations

LumeSec Technologies e.U. ensures that the services provided are not per se unlawful; however, no further legal verification is conducted regarding third-party rights or the Client’s specific requirements. It is the Client’s responsibility to verify or have verified the legal admissibility of the services.

3.12 Rights to the Services

All rights to the services provided remain with LumeSec Technologies e.U. or the respective licensors. After full payment, the Client receives a non-exclusive, non-transferable right to use the services within the agreed scope.

If third-party services are used, the respective license terms, which the Client must comply with, shall apply.

3.13 Rights to the Final Product

The Client acquires only the rights to use the final product, not the underlying foundations, intermediate stages, or work files, unless otherwise agreed. LumeSec Technologies e.U. is not obliged to retain these after project completion.

3.14 Right of Inspection

LumeSec Technologies e.U. is entitled to verify compliance with the license terms by means of personal or technical inspections. Personal inspections may take place without prior notice, and technical inspections may be carried out continuously. Data collected in this process may only be used for verifying compliance with the license terms and shall be deleted within one week.

3.15 Reference Use

LumeSec Technologies e.U. is entitled to name the Client and project details as a reference, unless the Client objects in writing. This includes the use of names, logos, and project descriptions for advertising purposes without additional remuneration.

4. SPECIAL TYPES OF SERVICES

4.1 Creation of Content (Texts, Photographs & Graphics)

Insofar as the services provided by LumeSec Technologies e.U. include the creation of content such as texts, photographs, or graphics, the offer generally includes an initial draft and minor modifications. Should the draft not meet the Client’s expectations despite professional and appropriate implementation, further drafts will incur additional charges.

4.2 Domain Registration

If LumeSec Technologies e.U. registers domains in the name of the Client, this shall be done under the conditions of the respective provider/registrar. LumeSec Technologies e.U. only undertakes to make reasonable efforts to secure registration, not to guarantee success, as this depends on external factors.

4.3 Hosting

If hosting services are part of the service, LumeSec Technologies e.U. guarantees an availability of 99% in the contractual year. Planned maintenance and outages beyond the control of LumeSec Technologies e.U. are not included in the availability calculation.

4.4 Search Engine Optimization & Performance Marketing

LumeSec Technologies e.U. is obligated to implement search engine optimization (SEO) and performance marketing in a professional manner to achieve the target objectives, but does not guarantee achieving specific rankings or KPIs, as external platforms may arbitrarily change their algorithms.

4.5 Service and Maintenance

Unless explicit service and maintenance obligations have been agreed upon, there is no obligation to provide maintenance. If such services are agreed, LumeSec Technologies e.U. does not guarantee specific response times unless individually agreed. Maintenance work may cause temporary outages, from which the Client may not derive any claims.

4.6 Data Backup

The backup and security of data is the responsibility of the Client, especially prior to installation, maintenance, or other work carried out by LumeSec Technologies e.U.

4.7 Remote Monitoring

If LumeSec Technologies e.U. employs a remote monitoring system without separate charge, there is no obligation to monitor the functionality of the systems.

4.8 Use of Third-Party Components & Services

If third-party components, platforms, or services are used or integrated, this shall be based on the framework conditions known at the time of the offer. Subsequent changes by third parties are not part of the service and will be commissioned and charged separately.

4.9 App Programming

In the development of apps, implementation shall conform to the app store guidelines known at the time of the offer. Subsequent changes to these guidelines are not part of the service and will be offered separately.

4.10 Platform & Browser Compatibility

Apps: If a native app is developed for a platform, compatibility with the two latest stable versions of that platform is aimed for. For non-native apps, compatibility with the two most widely used platforms and their two latest stable versions is aimed for.
Web Applications: Compatibility with web browsers that have at least a 5% market share at the start of the project is aimed for.

4.11 Open Source

If the services are based on open-source software that requires the transfer of its license, LumeSec Technologies e.U. is entitled to publish the created works under the same open-source license.

4.12 Individual Development of Desktop and Local Applications

LumeSec Technologies e.U. also offers individual development of desktop and locally installable software solutions. The scope of services is determined by the agreed requirements catalogue or the written service description.

The Client is obliged to define the requirements completely, clearly, and in a timely manner, and to notify any changes or additions in writing during the project. Subsequent changes may lead to adjustments in the schedule and remuneration.

Installation, configuration, or support of the application at the Client’s premises is only carried out if expressly agreed. Compatibility with specific operating system versions or third-party software is only guaranteed if it has been confirmed in writing.

4.13 Distribution of Software Applications / Licenses

LumeSec Technologies e.U. distributes its own, self-developed software products in the form of time-limited or unlimited licenses. These are either provided directly as Software-as-a-Service (SaaS) or distributed as classical full versions (e.g. locally installable single-user or enterprise solutions). Distribution may be direct to end customers or through authorized distribution partners.

For each application, the separate license conditions or End User License Agreements (EULA) of the respective software solution shall apply. These are provided to the customer before or during the conclusion of the contract and form part of the individual contract.

The specific scope of the license (e.g. number of users, duration, type of installation) as well as any usage restrictions are determined by the current product description, the license conditions, and, if applicable, additional open-source licenses for included third-party components.

With the acquisition of a license, the customer – unless expressly agreed otherwise – receives a simple, non-transferable, and non-sublicensable right to use the software for his/her own business purposes. The license becomes effective only upon full payment.

In the case of distribution through partners, exclusively the license conditions and technical specifications provided by LumeSec Technologies e.U. shall be binding. Distribution partners are not entitled to make commitments or alterations beyond the agreed scope.

5. CONFIDENTIALITY & NON-SOLICITATION

5.1 Duty of Loyalty

The contracting parties undertake to maintain and promote the reputation of the other party. In particular, it is prohibited to make disparaging remarks about the other party to third parties. This obligation shall continue indefinitely beyond the termination of the contract.

5.2 Trade Secrets

A trade secret comprises any information that:

Is secret because it is not generally known or readily accessible within the relevant professional circles,
Has economic value because it is secret, and
Is adequately protected by the disclosing party through technical and organizational confidentiality measures.

Trade secrets of LumeSec Technologies e.U. include, in particular:

Corporate strategies and concepts,
Contractual contents and agreements,
Software architecture, source code, development and administration documentation,
Data from which the functionality or security-relevant aspects of the software are derived.

The Client undertakes to take appropriate technical and organizational measures to prevent unauthorized use, disclosure, or appropriation of the trade secrets of LumeSec Technologies e.U. The use of confidential information by the Client is only permitted to the extent contractually agreed.

In the event of a breach of these obligations, the Client shall pay a contractual penalty in the amount of EUR 50,000.00. Further claims for damages remain unaffected.

5.3 Non-Solicitation

The Client undertakes not to solicit or hire employees or suppliers of LumeSec Technologies e.U., nor to cause them to be solicited. This obligation shall apply for three years after the termination of the contract.

In the event of a breach of the non-solicitation clause, the Client shall pay a contractual penalty amounting to the gross annual salary of the solicited employee or the gross annual turnover of the solicited supplier. Further claims for damages remain unaffected.

6. REMUNERATION

6.1 Prices

All prices stated are in Euro and apply from the registered office of LumeSec Technologies e.U., unless expressly agreed otherwise.

Unless otherwise indicated, the prices are understood to be final prices, exclusive of any shipping costs, third-party services, or fees.

6.2 Cost Estimates

Cost estimates are non-binding unless expressly stated to be binding. Should it become apparent that the actual costs exceed the estimated costs in writing by more than 15%, LumeSec Technologies e.U. shall inform the Client in writing. If the Client does not object in writing within one week and simultaneously offers a less expensive alternative, the cost overrun shall be deemed approved.

A cost overrun of up to 15% requires no separate notification; it is deemed approved from the outset.

6.3 Lump Sum Billing

In the case of lump sum billing, all work necessary for the execution of the agreed services is covered. Not included are:

Costs for unforeseeable events,
Additional costs due to non-contractual cooperation by the Client,
Additional costs resulting from hidden defects in provided services.

6.4 Billing Based on Effort

If billing is based on effort, the actual effort incurred is charged. Such billing applies when the effort is indicated as “approximately”, “expected” or “estimated”.

6.5 Hour Pool

If an hour pool is agreed upon for a specific period, it secures a minimum availability of LumeSec Technologies e.U.

Unused hours will expire and are not transferable to subsequent periods.

Upon reaching the hour limit, LumeSec Technologies e.U. shall inform the Client at the earliest opportunity.

Exceeding the hourly allocation is only permitted with the Client’s consent, unless it is necessary to avert imminent damages.

6.6 Additional Services

Additional services not covered by the agreed fee, particularly subsequently agreed additional services, will be invoiced separately.

6.7 Billing Mode

The Client is obliged to pay 50% of the agreed remuneration upon placing the order and another 50% upon completion.

6.8 Partial Services

LumeSec Technologies e.U. is entitled to invoice partial services separately. Partial services include:

Individual items from the service description,
Services rendered per sprint within agile projects.

6.9 Advance Payment

LumeSec Technologies e.U. may demand an advance payment in full for the next partial service in the following cases:

With new customers,
In the case of the commissioning of third-party services,
In cases of the Client’s financial uncertainties,
In the event of previous payment delays,
In cases of justified suspicion of unwillingness to pay.

6.10 Price Adjustment

LumeSec Technologies e.U. is entitled to adjust prices annually based on the Consumer Price Index of Statistics Austria for contracts of indefinite duration or contracts with automatic renewal. For the adjustment, the index number of the month prior to the contract conclusion shall be used. Price adjustments shall take effect at the end of each year; decreasing index values shall not be taken into account.

If the costs for services provided increase by more than 3% without LumeSec Technologies e.U. being able to influence it, an appropriate price adjustment may be made. The cost increase must be substantiated.

6.11 Unjustified Withdrawal

If the Client withdraws from the order without gross negligence or willful misconduct on the part of LumeSec Technologies e.U., the agreed remuneration remains payable. Only the savings on expenditures for third-party procurement not made will be credited.

The same applies if LumeSec Technologies e.U. withdraws from the contract due to an important reason attributable to the Client.

7. PAYMENT

7.1 Due Date

Invoices from LumeSec Technologies e.U. are due without deduction from the invoice date. Service provision shall generally only commence after full payment.

7.2 Payment Term

Invoices must be paid within 14 days of receipt.

7.3 Payment for Online Transactions

For online transactions, payment is due with order placement.

7.4 Method of Payment

Payment shall generally be made by bank transfer to the designated bank account. Cash payments are excluded.

7.5 Other Payment Methods

The Client may use all payment methods offered by LumeSec Technologies e.U. Payment is debited at the time of payment by the Client.

7.6 Third-Party Services

LumeSec Technologies e.U. is entitled, at its discretion, to commission third-party services either in its own name or in the name of the Client, and either on its own account or on the Client’s account.

If the commissioning is carried out in its own name and/or on its own account, this is solely for the purpose of simplifying contractual and payment procedures in the interest of the Client.

7.7 Set-Off and Right of Retention

The Client is not entitled to set off its own claims against those of LumeSec Technologies e.U. unless such claims have been acknowledged in writing by LumeSec Technologies e.U. or determined by a court. The Client’s right of retention is excluded.

7.8 Installment Payment

If an installment payment agreement is reached, it is agreed that if one installment is not paid on time, the entire outstanding amount becomes immediately due (loss of term).

7.9 Late Payment

In the event of late payment, the legal default interest between entrepreneurs, but at least 9% per annum, shall be payable. The Client shall bear all costs of debt collection, in particular collection fees and corresponding legal enforcement costs.

7.10 Continued Delay in Payment

After an unsuccessful reminder with a notice period of at least 14 days, LumeSec Technologies e.U. is entitled to:

Declare all services rendered but not yet invoiced as immediately due,
Cease further service delivery until full payment of all outstanding claims is received.

After a further unsuccessful reminder addressed directly to the Client’s management and a further notice period of at least 7 days, LumeSec Technologies e.U. is entitled to withdraw from all contracts and claim damages for lost profits. In this case, services that have been paid for but not yet provided may be discontinued.

Independent of these measures, LumeSec Technologies e.U. is entitled to initiate legal proceedings immediately after the due date has passed.

8. LIABILITY

8.1 Liability in a Classical Work Contract

In the context of a classical work contract, LumeSec Technologies e.U. is liable for the achievement of the agreed service objective.

8.2 Liability in Agile Project Management

In agile cooperation, LumeSec Technologies e.U. is only liable for the proper execution of the services defined in the respective project phases, unless the final objective was clearly defined before the conclusion of the contract.

8.3 Liability for the Procurement of Resources

When providing resources (e.g. working hours), the Client is responsible for achieving the objective. LumeSec Technologies e.U. is only liable for the correct execution of the commissioned services.

8.4 Interference by the Client

Unauthorized changes or interventions by the Client in the services provided by LumeSec Technologies e.U. may lead to additional effort. In this case, the Client shall be liable for any additional costs incurred for error correction, documentation, or adjustments.

8.5 Objection Obligation

The Client must either accept the services in writing or raise objections regarding defects within 8 days after delivery, interim acceptance, or commencement of operation.
Latent defects must be reported within 8 days after their discovery.
If no objection is raised in time, the services shall be deemed accepted and any warranty, guarantee, or claim for damages shall be excluded.

8.6 Warranty

The warranty period shall be six months from delivery.
Deviations from technical standards or the state of the art shall only entitle the Client to raise an objection if the functionality of the work is significantly impaired.
LumeSec Technologies e.U. shall decide on improvements, replacement, price reduction, or conversion.
The obligation to update pursuant to § 7 VGG is excluded.

8.7 Damages & Other Claims

Damages are excluded unless they are based on gross negligence or willful misconduct.
Claims for damages shall expire six months after the Client becomes aware of the damage, but in any case no later than three years after the damaging event.
Personal injuries and mandatory liability provisions are excluded from this limitation.

8.8 Liability for Third-Party Services

Third-party service providers are not deemed vicarious agents of LumeSec Technologies e.U.
LumeSec Technologies e.U. is only liable for the proper commissioning and coordination of such services.
If third-party services are commissioned at the Client’s instruction, LumeSec Technologies e.U. shall not be liable.

8.9 Liability for Integration of Third-Party Services by the Client

LumeSec Technologies e.U. shall not be liable for components, interfaces, or data integrated by the Client.

If unlawful content is integrated, LumeSec Technologies e.U. is entitled to delete it and terminate the contract for cause. In such cases, the Client shall indemnify LumeSec Technologies e.U. against any claims and litigation.

8.10 Liability for the Use of Third-Party Services

LumeSec Technologies e.U. shall not be liable for services or components provided by third parties.
Any liability based on culpable selection is limited.

8.11 Liability for Free Services

If LumeSec Technologies e.U. provides free services, any liability for such services is excluded.

8.12 Burden of Proof

A reversal of the burden of proof to the detriment of LumeSec Technologies e.U. is excluded. The Client must prove:

That a defect was present at the time of delivery,
The time of defect discovery,
The timely objection to the defect,
The fault of LumeSec Technologies e.U.

8.13 Notice Period for Rectification

Before asserting any claims, the Client must grant LumeSec Technologies e.U. a reasonable, minimum notice period of 14 days to remedy the defect.

8.14 Termination of the Contract

Termination of the contract is only possible in writing by registered mail.

9. FINAL PROVISIONS

9.1 Applicable Law

For all legal relationships and matters between the Client and LumeSec Technologies e.U., exclusively Austrian law shall apply, excluding international private law conflict rules.

9.2 Contractual ÖNORM

Unless contractual ÖNORM standards have been expressly agreed upon, these shall not become part of the contract.

9.3 Jurisdiction

For all disputes between LumeSec Technologies e.U. and the Client, the competent court in Innsbruck shall have jurisdiction. However, LumeSec Technologies e.U. is entitled to sue the Client at its general jurisdiction as well.

9.4 Severability Clause

Should individual provisions of this contract be invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a legally permissible provision that comes closest to the economic purpose of the original provision.

9.5 Written Form Requirement

Any amendments or supplements to this contract must be made in writing. This also applies to any waiver of the written form requirement.

9.6 Prohibition of Contract Transfer

The Client may only transfer rights and obligations under this contract to third parties with the prior written consent of LumeSec Technologies e.U.