Terms & Conditions
1. Scope of Application
These General Terms and Conditions (GTC) apply to all contracts for IT programming and software services between PICKLAB.AI FlexCo i.G. ("Contractor") and business customers ("Client"). They are based on the standard GTC for IT Programming Services (B2B) published by the Austrian Federal Economic Chamber (WKÖ). By concluding a contract, the Client accepts these GTC. The Client's own terms and conditions do not apply unless expressly agreed in writing by both parties.
2. Formation of Contract and Offers
All offers are non-binding and subject to change unless expressly designated as binding in writing. A contract is formed upon the Contractor's written order confirmation or upon commencement of service delivery. Verbal agreements require written confirmation to be legally binding. The Contractor reserves the right to reject orders without stating reasons.
3. Scope of Services
The scope, nature and quality of the services are defined in the individual contract or order confirmation. PICKLAB.AI provides an AI-powered platform for analytics and planning for warehouses, including software access, data analytics, and system support as agreed. Changes to the agreed scope of services require a written amendment signed by both parties. Partial deliveries are permitted where reasonable and do not entitle the Client to refuse payment for completed portions.
4. Client Obligations and Cooperation
The Client shall provide all information, data, and system access necessary for performance in a timely manner and at no charge. The Client designates a competent contact person authorised to make binding decisions. The Client is responsible for ensuring that any data provided to the Contractor does not infringe third-party rights. Delays caused by insufficient cooperation on the part of the Client are not attributable to the Contractor and may result in reasonable schedule adjustments and additional costs.
5. Prices and Payment
All prices are net prices exclusive of applicable statutory VAT. Unless otherwise agreed, invoices are payable within 14 days of the invoice date without deduction. In the event of payment default, the Contractor is entitled to charge statutory default interest pursuant to § 456 UGB, plus reasonable debt collection and recovery costs. The Contractor may suspend service delivery during periods of payment default after issuing a written reminder with a 7-day cure period.
6. Intellectual Property and Usage Rights
All copyrights, patents, trademarks and other intellectual property rights in the PICKLAB.AI platform, its components, algorithms, models and documentation remain exclusively with the Contractor. Upon full and timely payment, the Client is granted a non-exclusive, non-transferable, non-sublicensable right to use the platform for its own internal business purposes for the duration of the contract. The Client may not copy, decompile, reverse-engineer, modify, adapt or redistribute the software or any part thereof. Customer data provided to the platform remains the property of the Client.
7. Confidentiality
Both parties undertake to treat as confidential all information and data obtained in connection with this contract that is not publicly known, and to use such information exclusively for the purposes of contract performance. Each party shall take appropriate technical and organisational measures to protect confidential information and restrict access to employees who require it to perform their duties. This obligation survives termination of the contract for a period of five (5) years.
8. Warranty
The Contractor warrants that the services are performed with due professional care and meet the agreed specifications. Material defects must be reported in writing without undue delay after discovery. The Contractor shall remedy reported defects within a reasonable period, at its discretion by correction, replacement or provision of a workaround. Warranty claims become time-barred twelve (12) months after acceptance. Defects caused by Client misuse, unauthorised modification or third-party interference are excluded from warranty.
9. Limitation of Liability
In cases of slight negligence, the Contractor's total liability is limited to the direct damage actually incurred, capped at the total fees paid by the Client in the twelve (12) months preceding the damage-causing event. Liability for indirect damage, consequential loss, loss of profit, loss of data and third-party claims is excluded to the maximum extent permitted by law. These limitations do not apply in cases of personal injury, gross negligence or wilful misconduct. Regardless of any other agreement, the Customer confirms with ordering products, that any liability shall be limited to the insurance coverage of PICKLAB.AI.
10. Data Protection
Both parties agree to process personal data only in compliance with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG). Where the Contractor processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR will be concluded upon request. The Contractor's Privacy Policy governs all data processing in connection with platform use and contact requests.
11. Duration and Termination
Unless otherwise agreed, service agreements run for an initial term of twelve (12) months and automatically renew for successive twelve-month periods unless terminated in writing with at least three (3) months' notice before the end of the current term. Either party may terminate for cause without notice upon material breach that is not remedied within 30 days of written notice. Material cause includes persistent payment default, insolvency, and serious breach of confidentiality obligations. Upon termination, the Client's access rights cease immediately and both parties shall return or delete the other party's confidential information.
12. Governing Law and Final Provisions
These GTC and all contracts concluded thereunder are governed exclusively by Austrian substantive law, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes is the competent court at the Contractor's registered office in Lower Austria, Austria. Should any provision of these GTC be or become invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent of the original. The Contractor reserves the right to amend these GTC at any time. Clients will be notified of material changes at least 30 days in advance. Continued use of the services after the effective date constitutes acceptance of the amended GTC.