General Terms and Conditions

General Terms and Conditions

Table of Contents

1. 1. SCOPE OF APPLICATION
2. 2. SERVICES OF LEAN-CODERS
3. 3. CONTRACT DURATION
4. 4. FEES AND PAYMENT TERMS
5. 5. GENERAL OBLIGATIONS OF THE CUSTOMER
6. 6. GENERAL DISCLAIMER OF LIABILITY
7. 7. SOFTWARE DEVELOPMENT AND WEBSITE CREATION
8. 8. GRANTING OF RIGHTS
9. 9. HOSTING
10. 10. SOFTWARE SERVICE
11. 11. CONFIDENTIALITY / NON-SOLICITATION
12. 12. WARRANTY
13. 13. TERMINATION FOR CAUSE
14. 14. DATA PROTECTION
15. 15. FINAL PROVISIONS
16. APPENDIX ./1 – TECHNICAL-ORGANIZATIONAL MEASURES

1. SCOPE OF APPLICATION

1.1 These General Terms and Conditions (“GTC”) apply to all offers and agreements where LEAN-CODERS GmbH (“LEAN-CODERS”) acts as a provider or supplier of products and/or services. The version valid at the time of contract conclusion is decisive.

1.2 LEAN-CODERS provides its services exclusively to entrepreneurs. The customer explicitly confirms with their declaration of intent that they are an entrepreneur as defined by the UGB and that the business pertains to the operation of their company.

1.3 The contractual basis of the business relationship between LEAN-CODERS and the customer consists of (i) the offer from LEAN-CODERS along with acceptance of the offer by the customer, (ii) the service description of the respective product(s) (“Service Description”), (iii) these GTC (all hereinafter referred to as “Contract” or “Contractual Basis”). In case of contradictions or deviations, the mentioned contractual components apply in the stated order.

1.4 With the customer's declaration of intent, the contractual basis is acknowledged. The GTC apply to this contract as well as to all future contracts, even if they are not explicitly agreed upon again. The contractual basis also applies to changes made after the conclusion of the contract. The GTC also apply in the event of a change in the legal form of LEAN-CODERS (Point 15.7).

1.5 Customer terms and conditions that contradict or deviate from these GTC will not become part of the contract unless LEAN-CODERS has expressly agreed to such conditions in writing on a case-by-case basis.

1.6 LEAN-CODERS is entitled to change these GTC at any time. The customer agrees to such changes in advance. LEAN-CODERS will inform the customer about the change of the GTC (“Notification”). The amended GTC will become effective after 2 months from the sending of the notification to the customer. If the customer does not agree with the change, they are entitled to terminate this contract within 30 days of receiving the notification. If the customer terminates, the contract ends at the end of the month in which the termination is received by LEAN-CODERS.

1.7 These GTC also apply to employees, staff, and members of the customer's organization, as well as all agents, independent sales representatives, and contractors with whom the customer collaborates or who can be attributed to the customer. The customer expressly commits to transfer the rights and obligations from this contract to these persons in writing.

2. SERVICES OF LEAN-CODERS

2.1 LEAN-CODERS offers services primarily in the field of software development, including process calculation and optimization, website creation, hosting, and software service. Special provisions apply to individual services as regulated in Points 7 to 10, as applicable in the specific case. Otherwise, the other provisions of these GTC apply to all services of LEAN-CODERS.

2.2 LEAN-CODERS is entitled, at its discretion, to perform the services it has undertaken itself or to use third parties (“subcontractors”) in providing the services.

2.3 If LEAN-CODERS arranges for the services of third parties at the customer's request, these contracts are concluded exclusively between the customer and the third party under the respective terms and conditions of the third party. LEAN-CODERS is only responsible for the services it provides itself. The services of LEAN-CODERS do not include the transmission of information into a communication network or the provision of access to a communication network (§ 13 ECG).

2.4 It is expressly noted that barrier-free design in accordance with the Federal Act on the Equal Treatment of Persons with Disabilities (Federal Disability Equality Act – BGStG) is not included in the offer unless specifically requested by the customer. If barrier-free design has not been agreed upon, the customer is responsible for checking the service for its compliance with the Federal Disability Equality Act.

2.5 Both contracting parties may request changes to the scope of services at any time (“Change Request”). A desired change must provide a detailed description of the change, the reasons for the change, and the impact on scheduling and costs. A Change Request requires acceptance by the other party to be binding.

2.6 Until full payment is made, LEAN-CODERS retains ownership of all hardware and software products delivered by it.

3. CONTRACT DURATION

3.1 If a continuous obligation exists between the customer and LEAN-CODERS (e.g., for hosting or software service), the contract is concluded for an indefinite period. The contract can be terminated with a notice period of 3 months at the end of each quarter by registered letter or email to the other contracting party. Timely posting is sufficient.

4. FEES AND PAYMENT TERMS

4.1 LEAN-CODERS is entitled to the agreed fee for its services, otherwise a reasonable fee.

4.2 Price lists are subject to price changes, errors, and printing mistakes.

4.3 Unless otherwise stated, the fee is exclusive of statutory VAT.

4.4 Cash expenses will be reimbursed upon appropriate proof.

4.5 Travel times of employees of LEAN-CODERS are considered working time and will be compensated at the agreed hourly rate. Additionally, travel costs and any overnight expenses will be reimbursed by the customer based on actual expenses. Reimbursement of travel and ancillary costs occurs upon presentation of receipts (copies).

4.6 LEAN-CODERS is entitled at any time to make the provision of services dependent on the payment of advance payments or the provision of other securities by the customer in reasonable amounts.

4.7 In the case of continuous obligations, LEAN-CODERS is entitled to increase the fee annually in proportion to the increase in the consumer price index published by Statistics Austria for 2010. The starting point is the index figure published for the month of contract conclusion. If the consumer price index is no longer maintained by Statistics Austria, the then-replacement index will be used for value adjustment.

4.8 Changes to the fee beyond Point 4.7 as well as changes to the scope of services are only possible with the customer's consent. LEAN-CODERS will inform the customer about the desired change and the date of its entry into force. Such changes will become effective after 2 months from the sending of the notification. If the customer does not agree with the change, they are entitled to terminate this contract within 30 days of receiving the notification.

4.9 The customer is not entitled to offset their own claims against claims of LEAN-CODERS, unless these are claims that have been legally established or expressly acknowledged by LEAN-CODERS. A right of retention by the customer is excluded.

4.10 The fee is due for payment immediately upon invoicing unless otherwise agreed, using payment methods accepted by LEAN-CODERS.

4.11 Invoices are payable without any deductions and free of charge.

4.12 All taxes, fees, and charges arising from the contractual relationship, such as transaction fees or copyright fees, are borne by the customer.

4.13 In the event of payment default, default interest must be paid in any case in accordance with § 456 UGB for legal transactions between entrepreneurs.

4.14 The customer must also reimburse reminder fees and the costs (including out-of-court) of legal intervention necessary for appropriate legal enforcement.

5. GENERAL OBLIGATIONS OF THE CUSTOMER

5.1 The customer will use LEAN-CODERS' services exclusively in their own name towards their contractual partners (end customers). LEAN-CODERS acts only as an agent of the customer towards the end customers, not in its own name.

5.2 LEAN-CODERS does not provide services related to the acceptance and transmission of orders or with preparatory work for concluding contracts or assisting in their administration and fulfillment.

5.3 The customer will provide all necessary information and documents for the service provision by LEAN-CODERS. The customer will also provide the necessary cooperation for the service provision.

5.4 In particular, the customer will provide all information, data, and documents required by LEAN-CODERS for the execution of the order at the agreed times and at their own expense in the form requested by LEAN-CODERS. Changes in the customer's workflows that may cause changes in the services to be provided by LEAN-CODERS require prior coordination with LEAN-CODERS.

5.5 If services are provided on-site at the customer's location, the customer will provide the necessary network components, connections, power supply, emergency power supplies, space for equipment, workspaces, and infrastructure free of charge. The customer is responsible for room and building security. The customer is not entitled to give instructions to LEAN-CODERS employees.

5.6 Unless explicitly included in the scope of services of LEAN-CODERS, the customer will ensure network connectivity at their own risk and expense.

5.7 The customer is obliged to treat the passwords and logins required for using LEAN-CODERS' services confidentially.

5.8 The customer will also keep the data and information provided to LEAN-CODERS in such a way that they can be reconstructed at any time in case of loss or damage.

5.9 The customer will fulfill all their cooperation obligations in a timely manner so that LEAN-CODERS is not hindered in providing the services. The customer ensures that LEAN-CODERS and/or the third parties commissioned by LEAN-CODERS receive the necessary access to the premises of the customer.

5.10 In case of violation of cooperation obligations, LEAN-CODERS has a right of withdrawal in accordance with § 1168 Abs 2 ABGB after setting a grace period of at least 14 days while maintaining the full entitlement to payment. A set-off according to § 1168 Abs 1 ABGB is excluded.

5.11 The customer will designate a knowledgeable and authorized contact person for LEAN-CODERS for the entire project duration, who can provide binding information and orders for the customer in case of inquiries.

6. GENERAL DISCLAIMER OF LIABILITY

6.1 LEAN-CODERS provides only technical solutions according to the wishes and needs of its clients. LEAN-CODERS delivers its services exclusively to the client and has no contractual or legal relationship with third parties. The client expressly confirms to use the services of LEAN-CODERS only for lawful purposes while complying with all applicable legal regulations. LEAN-CODERS disclaims any liability for the client's use of its services towards third parties.

6.2 The client is not entitled to use the services of LEAN-CODERS in an unlawful or abusive manner. The client may only use the services of LEAN-CODERS within the legally permissible framework.

6.3 The client is solely responsible for the content and information provided by them. LEAN-CODERS has no obligation to review the content provided by the client. LEAN-CODERS is not liable for the accuracy or completeness of transmitted data. No liability is assumed for data loss.

6.4 LEAN-CODERS is not obliged to check the legality of the data processing commissioned by the client in terms of data protection regulations. LEAN-CODERS does not process this data for its own purposes but exclusively on behalf of the client and is to be regarded solely as a data processor regarding this data.

6.5 LEAN-CODERS is entitled to suspend or terminate the provision of services to the client if the client violates its contractual or legal obligations or if LEAN-CODERS investigates alleged misconduct.

6.6 The client indemnifies LEAN-CODERS against all damages, liabilities, costs, and claims from third parties that arise particularly from:

a) the violation of legal or contractual obligations by the client;

b) unlawful activities of the client;

c) the content and information provided by the client;

d) the infringement of copyright, usage, or personal rights by the client;

e) the fulfillment of criminal offenses, particularly under the StGB, UWG, or DSG by the client;

f) violations of consumer protection regulations (Consumer Protection Act, E-Commerce Act, Telecommunications Act) by the client;

g) the infringement of copyright, related rights, other industrial property rights, or personality rights by the client;

h) private prosecutions for defamation or insult by the client;

i) media law claims or offenses caused by the client;

j) offenses set by the client regarding defamation or damage to credit;

k) the violation of regulations to prevent money laundering or terrorism financing by the client;

l) cases of force majeure according to point 6.10.

6.7 This also includes reasonable costs of extrajudicial legal defense. LEAN-CODERS will promptly inform the client of such claims and notify them of any legal action.

6.8 The client is aware that the services provided by LEAN-CODERS are based on electronic processes that can be disrupted despite security measures. LEAN-CODERS is not liable for disruptions of the internet or the connection to the client or third parties. LEAN-CODERS is not liable for network problems or system failures at the client or third parties.

6.9 LEAN-CODERS is not liable in the event of non-fulfillment or complete or partial delays in fulfilling its obligations if this is not attributable to LEAN-CODERS. In such a case, the client has no claim for damages, and LEAN-CODERS is entitled to the agreed fee without deductions.

6.10 In the event of force majeure or other unforeseeable, extraordinary, and unavoidable circumstances (e.g., legal or official orders, difficulties in obtaining materials, operational disruptions, computer viruses, hackers, malware, severe weather, earthquakes, strikes, war, or terrorism), LEAN-CODERS is released from its performance obligations and is not liable for damages caused thereby.

6.11 In general, LEAN-CODERS' liability for slight negligence – except for personal injury – is excluded.

6.12 Likewise, LEAN-CODERS' liability for gross negligence – except for personal injury – is excluded.

6.13 The burden of proof for gross negligence or intent lies with the client.

6.14 LEAN-CODERS is not liable for (i) lost profits, (ii) pure financial losses, (iii) consequential damages – except for personal injury or intent.

6.15 Liability in the event of damage is limited to a maximum of the amount of the fee or, in the case of ongoing obligations, to an annual fee. This limitation applies to each damaging event concerning all affected parties.

6.16 If data backup is expressly agreed as a service, liability for data restoration is limited to a maximum of EUR 10% of the order amount per damage event, but a maximum of EUR 15,000.

6.17 Any warranty and damage claims of the client beyond those mentioned in this contract, regardless of the legal basis, are excluded.

6.18 Damage claims expire within six months from knowledge of the damage and the injurer, but no later than three years after the occurrence of the damaging event.

7. SOFTWARE DEVELOPMENT AND CREATION OF WEBSITES

7.1 The provision of services by LEAN-CODERS in the area of software programming and website creation generally follows the approach of agile software development. After programming each module, feedback from the client is obtained to coordinate further development together. Therefore, there are no binding schedules. The progress of the project significantly depends on the client's cooperation.

7.2 LEAN-CODERS will consider the client's factual feedback on each development step and adjust the software/website accordingly. Once this is done, the client must approve the module for further development.

7.3 After completion of the work, the client is obliged to accept the work offered by LEAN-CODERS for acceptance and to confirm the acceptance in writing upon request.

7.4 If the client refuses the properly offered acceptance without valid reason, the work is deemed accepted. This also applies if the client does not respond to the acceptance offer within 14 days.

7.5 Unconditional payment of the final invoice is considered acceptance of the work.

7.6 Acceptance is associated with the handover of the work to the client. The performance obligation of LEAN-CODERS is considered fulfilled. From this point on, the client bears the risk of accidental loss.

7.7 The services of LEAN-CODERS in the area of software development or website creation are billed monthly unless otherwise agreed in the contract. If the client is more than 7 days late in paying an invoice, LEAN-CODERS is entitled to refuse further service provision until the invoice is paid and to withdraw from the contract after setting a further grace period of 7 days.

7.8 If the client is more than 7 days late in paying the invoice, LEAN-CODERS is entitled to take the website offline without further warning, provided the website is hosted by LEAN-CODERS. After full payment, the website will be brought back online within 3 working days.

7.9 If LEAN-CODERS considers the content provided by the client to be questionable, particularly due to suspicion of infringement of copyright, usage, or personal rights or other legal or moral violations, LEAN-CODERS has the right not to include this content and to withdraw from the contract with immediate effect at its discretion. In this case, LEAN-CODERS is entitled to demand proportional compensation for the work performed so far.

8. GRANTING OF RIGHTS

8.1 With acceptance and after full payment of all outstanding claims, the client acquires the agreed rights to the service or work, particularly the copyright exploitation rights according to the agreement and the following provisions.

8.2 Unless otherwise agreed, the client acquires a simple, non-exclusive, and non-transferable usage license in accordance with § 24 Abs 1 Satz 1 UrhG, to use the work to the agreed extent for the contractually agreed purposes for their own internal use.

8.3 When using templates, the client acquires usage rights only to the extent that LEAN-CODERS has been authorized by the template supplier to grant such rights.

8.4 For using software in a network, a license is required for each simultaneous user. For using software on "stand-alone PCs," a license is required for each PC.

8.5 For software products of third parties provided to the client, the respective license terms of the manufacturer apply primarily.

8.6 In the event of infringement of copyright and other protection rights, LEAN-CODERS is entitled to take defensive measures but is not obliged to do so. At the client's request, LEAN-CODERS will assign the respective claims to the client for legal enforcement.

8.7 In the case of individual development or individual design of a website, the client acquires the non-transferable, exclusive usage right in accordance with § 24 Abs 1 Satz 2 UrhG. This usage right exists for the design as well as for the entire website, but not for the underlying concept and programming (source code). However, the client is granted access to the source code to enable adjustments and further development.

8.8 Any use beyond § 18a UrhG, even partial use, particularly in the context of other media such as depiction in print media, requires a separate written agreement with LEAN-CODERS for an additional fee.

8.9 The granting of work usage rights or permissions only includes use for the client's own purposes. A transfer or granting of usage rights to third parties by the client is excluded in any case, even if it concerns companies affiliated with the client.

8.10 All documents provided to the client, particularly the documentation, may not be duplicated or distributed in any way, whether for payment or free of charge.

8.11 LEAN-CODERS has the right to place a copyright notice at suitable locations in the produced website at its discretion. The copyright notice may not be removed or altered by the client without authorization.

8.12 LEAN-CODERS has the right to refer to the services provided for the client for self-promotion, particularly to name the project on its own homepage and in presentations, as well as to publish images (e.g., screenshots) and descriptions. Furthermore, LEAN-CODERS is entitled to name the client in its reference list.

8.13 Unless otherwise agreed in the contract or in this point 8, no further rights are granted to the client. All copyright and other intellectual property rights to the services of LEAN-CODERS remain exclusively with LEAN-CODERS.

9. HOSTING

9. HOSTING

9.1 If the storage of websites or information entered by the customer (hosting) is part of the services provided by LEAN-CODERS, LEAN-CODERS will – unless otherwise agreed – carry out the hosting on a third-party server or as part of a cloud service.

9.2 Web hosting contracts are concluded for one year and can be terminated by either party at the end of the contract term with a notice period of two months. If no timely termination occurs, the contract will automatically extend for another year.

9.3 If the customer does not pay the fee for hosting within 2 months after invoicing, LEAN-CODERS has the right to terminate the hosting contract immediately without further conditions.

9.4 Access to the server (cloud) is via a client based on open-source software. The customer agrees to comply with the terms of use of the respective provider.

9.5 A customer account will be created for the customer, and access data will be provided. The customer agrees to keep the access data secure and confidential. The account may only be used personally by the customer.

9.6 LEAN-CODERS' function is limited to providing a technical platform for storing customer data. The content is provided solely by the customer, who is solely responsible for it. LEAN-CODERS is not obliged to generally monitor the content provided by the customer.

9.7 As soon as LEAN-CODERS becomes aware of any unlawful activity or information, LEAN-CODERS is entitled to remove the information or block access to it. The customer indemnifies LEAN-CODERS against any damages related to unlawful activities or information.

9.8 LEAN-CODERS takes all necessary measures to protect the data according to the state of the art, as long as it is within its sphere. LEAN-CODERS is not liable for unlawful access to the data or data loss caused by a third party.

9.9 LEAN-CODERS assumes no responsibility for damages that may arise to the customer due to misuse of the connections (including virus damage).

9.10 If the security of network operations or the maintenance of network integrity is at risk, LEAN-CODERS is entitled to temporarily restrict access to the services as necessary.

9.11 LEAN-CODERS has no influence over the availability of the internet outside its own sphere. The actual availability of the hosted content is solely the responsibility of the provider of the respective hosting service. If personal data is processed on behalf of the customer as part of the hosting, point 14.7 ff regarding order processing applies.

10. SOFTWARE SERVICE

10.1 In the area of software service, LEAN-CODERS provides the following services unless otherwise agreed in individual cases:

a) Elimination of software errors (bug fixing);

b) Provision and implementation of patches, bug fixes, and updates for the software;

c) Application support (support) by providing information and guidance on using the software and answering user questions;

d) Database maintenance, e.g., applying updates related to the database software and creating backups.

10.2 The following are not included in the scope of services:

a) Modifications and further developments of the software;

b) All activities related to the input of content of any kind (texts, graphics, photos, etc.);

c) Correction of errors caused by third-party software or by employees, agents, representatives, or suppliers of the customer;

d) (In-)training of any kind.

10.3 The customer acknowledges that the software is hosted in a cloud solution. The responsibility for server security, elimination of malware, measures related to hacker attacks, and server maintenance lies with the respective cloud service provider. LEAN-CODERS disclaims any responsibility in this regard.

a) Bug fixing

10.4 LEAN-CODERS will eliminate all errors in the software properly reported by the customer, as long as they are suitable to impair the proper operation of the website.

10.5 If an error occurs, the customer is obliged to promptly provide a specific, traceable, and accurate error report that includes all information necessary for LEAN-CODERS to identify the cause of the error and establish strategies for fixing it.

10.6 LEAN-CODERS will begin any bug fixing in accordance with the response times specified in point 10.10. The duration of the bug fixing will depend on the circumstances of the individual case.

b) Patches, bug fixes, and updates

10.7 LEAN-CODERS will provide the customer with the necessary patches, bug fixes, and updates and install them on the customer's IT systems, provided this is relevant for the security of the software solution and/or represents a significant benefit or added value for the customer.

10.8 The installation of service packs regarding the database software is at the discretion of LEAN-CODERS within its obligation for proper database maintenance.

c) Support

10.9 LEAN-CODERS generally ensures telephone availability 24/7. In exceptional cases, it may happen that LEAN-CODERS cannot answer the call. In this case, a callback will be made as soon as possible.

10.10 LEAN-CODERS will respond to incoming customer inquiries within the following response times:

• Error Class 1: by the next working day at 6:00 PM at the latest
• Error Class 2: by the day after next working day at 6:00 PM at the latest
• Error Class 3: within 7 days at the latest
• Error Class 4: within 14 days at the latest
• Support inquiries and other inquiries: by the next working day at 6:00 PM at the latest

10.11 It is understood that within the response time, the solution to the problem may not yet be possible, but only an initial response must be made (e.g., beginning with bug fixing, informing about the current status of the work).

10.12 The parties agree on the following error classes:

Class 1 – Critical: The use of the software is not possible or unreasonably restricted. The error has a serious impact on essential functions and/or the security of the software; the software cannot be reused.

Class 2 – Severe: The practical use of the software is seriously restricted. The error has a significant impact on functions and/or the security of the software but allows for continued use.

Class 3 – Minor: The practical use of the software is slightly restricted. The error has an insignificant impact on functionality and allows for further use with only minor limitations.

Class 4 – Negligible: The practical use of the software is possible without restrictions. The error has no or only negligible impact on functionality.

10.13 The classification of errors into the above classes is done by mutual agreement. If the parties cannot reach an agreement, LEAN-CODERS will take measures to remedy the error based on its own assessment.

10.14 Services provided by LEAN-CODERS that are utilized by the customer beyond the agreed scope will be compensated at the rates valid at LEAN-CODERS. Training services are generally not included in the services and require a separate agreement.

11. CONFIDENTIALITY / NON-SOLICITATION

11.1 The customer agrees to keep all technical knowledge, all documents, and all other information regarding the services of LEAN-CODERS and especially the software, including technical know-how (“confidential information”), disclosed to the customer strictly confidential and not to disclose it to any third party.

11.2 The customer is prohibited from using or exploiting all experiences, technical knowledge, and information obtained through, during, and in connection with the contractual relationship with LEAN-CODERS for any purposes other than for utilizing the services of LEAN-CODERS itself or through third parties.

11.3 The customer will not solicit employees deployed by LEAN-CODERS for the provision of services during the term of the contract and for one year after the end of the contract, either directly or through third parties.

11.4 The customer agrees to pay LEAN-CODERS a contractual penalty of EUR 50,000 (fifty thousand euros) as a minimum compensation for each case of violation against any of the obligations mentioned in points 11.1 to 11.3. In the case of a continued violation, the violation is considered newly established at the beginning of each week. In addition to this contractual penalty, LEAN-CODERS reserves the right to assert a claim for injunctive relief and/or a claim for damages exceeding the contractual penalty.

12. WARRANTY

12.1 Unless otherwise stated in the contract, LEAN-CODERS does not warrant and is not liable for a specific quality or intended use of its services.

12.2 For defects, LEAN-CODERS provides warranty at its discretion through improvement or replacement of the affected services.

12.3 If the defect is due to contributions or actions of the customer or a violation of the customer's obligations, any obligation to remedy the defect free of charge is excluded. LEAN-CODERS will undertake a paid remedy of the defect at the customer's request.

12.4 The customer will support LEAN-CODERS in remedying defects and provide all necessary information. Any defects that occur must be reported by the customer immediately in writing or by email to LEAN-CODERS.

12.5 The customer must always prove that the defect was present at the time of handover.

12.6 The warranty period is 6 months.

12.7 If LEAN-CODERS provides the work with the assistance of third parties and warranty and/or liability claims arise against these third parties in this context, LEAN-CODERS assigns these claims to the customer. In this case, the customer will primarily hold these third parties accountable.

13. TERMINATION FOR GOOD CAUSE

13.1 The contract may be terminated at any time and without notice by either party for good cause. Important reasons that entitle LEAN-CODERS to terminate early include, in particular:

a) the customer fails to meet the agreed payments despite being due;

b) the customer's financial situation deteriorates significantly, insolvency proceedings are opened against the customer's assets, or a receiver is appointed;

c) the customer uses the services of LEAN-CODERS in an unlawful or abusive manner;

d) LEAN-CODERS becomes aware of any unlawful activity of the customer or any unlawful information stored by LEAN-CODERS for the customer;

e) in case of violation of any of the obligations or regulations mentioned in points 5 or 6 by the customer;

f) any other persistent non-fulfillment of contractual and legal obligations by the customer.

13.2 In case of termination of the contract for a significant reason, the customer must pay LEAN-CODERS the full fee for the remaining contract period without deductions. Furthermore, the customer is liable for any additional damage to LEAN-CODERS.

14. DATA PROTECTION

a) General consent to data processing

14.1 The customer gives explicit consent for LEAN-CODERS to process the following personal data for the purpose of fulfilling the contract:

• First and last name
• Date of birth or company registration number
• Location/business address
• Phone/fax number
• E-mail address
• Bank details

Only the personal data of the customer is affected by the data processing; regarding the data of end customers, LEAN-CODERS acts solely as a processor according to points 14.7 to 14.20.

14.2 Data will not be transmitted to third parties without the customer's explicit consent, unless necessary for the provision of the service or contract execution (e.g., passing on to subcontractors).

14.3 The customer has the right to revoke their consent at any time. Even upon revocation, LEAN-CODERS is entitled to process the personal data if another legal basis exists.

14.4 The customer is entitled to receive their data until the end of the business relationship. After that, LEAN-CODERS is entitled to block the account and delete the data. If mandatory legal obligations require data retention, LEAN-CODERS will delete the data after the respective retention periods expire.

14.5 Data processing activities are carried out exclusively within the EU or EEA.

14.6 LEAN-CODERS will take the technical and organizational measures according to Annex ./1 to ensure the security of personal data. If the customer provides LEAN-CODERS with personal data for processing as a processor, the following provisions apply.

b) Provisions for order processing

14.7 When storing end customer data as part of hosting, the following data categories are processed: first and last name, date of birth, address, e-mail address, wallet address.

14.8 The duration of the agreement on order processing is determined by point 3.1.

14.9 LEAN-CODERS commits to process data and processing results solely within the scope of the customer's written orders. If LEAN-CODERS receives an official order to disclose customer data, it must inform the customer immediately, provided this is legally permissible.

14.10 LEAN-CODERS legally declares that it has obligated all persons involved in data processing to confidentiality before starting their work or that they are subject to an appropriate legal confidentiality obligation. The confidentiality obligation remains in effect even after their work at LEAN-CODERS ends.

14.11 LEAN-CODERS legally declares that it has taken all necessary measures to ensure the security of processing according to Art. 32 GDPR (details can be found in Annex ./1).

14.12 LEAN-CODERS takes the technical and organizational measures so that the customer can fulfill the rights of the data subject according to Chapter III of the GDPR (information, access, correction and deletion, data portability, objection, and automated decision-making in individual cases) within the legal deadlines at any time.

14.13 LEAN-CODERS supports the customer in complying with the obligations mentioned in Articles 32 to 36 GDPR (data security measures, reporting data protection breaches, data protection impact assessments, prior consultations).

14.14 LEAN-CODERS will create a processing directory for this order processing according to Art. 30 GDPR.

14.15 The customer is granted the right to inspect and control the processing of the data provided by them at any time, even through authorized third parties.

14.16 After the termination of this agreement, LEAN-CODERS is obliged to hand over all processing results and documents containing data to the customer or to destroy them on their behalf.

14.17 LEAN-CODERS must inform the customer immediately if it believes that an instruction from the customer violates data protection regulations of the Union or the member states.

14.18 Data processing activities are carried out exclusively within the EU or EEA.

14.19 LEAN-CODERS may engage sub-processors. It must inform the customer of the intended engagement of a sub-processor in a timely manner so that they can potentially object. If the sub-processor fails to meet its data protection obligations, LEAN-CODERS is liable to the customer for compliance with the obligations of the sub-processor.

c) Consent declaration according to § 107 TKG

14.20 The customer gives explicit consent for LEAN-CODERS to contact them – also for information and advertising purposes – via fax, e-mail, phone, and SMS in accordance with § 107 TKG. The consent given can be revoked at any time. The data protection regulations remain unaffected by this consent.

15. FINAL PROVISIONS

15.1 For all disputes arising from this contract, including its existence and termination, the international jurisdiction of the Austrian courts and the exclusive jurisdiction of the competent court for commercial matters in 1120 Vienna is agreed.

15.2 Austrian law applies exclusively to the contract, excluding the conflict of laws provisions of international private law and the UN Sales Convention.

15.3 Declarations from LEAN-CODERS are deemed to have been received at the last known address.

15.4 Should any provision of this contract be invalid or contestable or for any other reason ineffective, this does not affect the validity or legal effectiveness of all other contractual provisions. Instead of the inapplicable provisions, a regulation that best corresponds to the intent of the contracting parties applies.

15.5 Amendments and/or additions to this contract require written form for their legal effectiveness. The same applies to any deviation from this formal requirement. There are no oral side agreements.

15.6 Rights arising from this contract may only be transferred to third parties with the explicit consent of LEAN-CODERS.

15.7 This contract is also binding for all legal successors of the contracting parties. LEAN-CODERS is entitled to assign the contract at its discretion to a third party. The customer hereby gives their consent and waives any rights of objection, particularly in the event of the contract being transferred to the legal successor of LEAN-CODERS upon a change in legal form.

15.8 The place of performance for all services under this contract is the registered office of LEAN-CODERS.

15.9 The language of the contract is German.

ANNEX ./1 – TECHNICAL-ORGANIZATIONAL MEASURES

1.1 Confidentiality

• Access control: Protection against unauthorized access to data processing systems, e.g.: keys, magnetic or chip cards, electric door openers, porters, security personnel, alarm systems, video systems.
• Access control: Protection against unauthorized system use, e.g.: passwords (including corresponding policy), automatic locking mechanisms, two-factor authentication, encryption of data carriers.
• Access control: No unauthorized reading, copying, altering, or removal within the system, e.g.: standard permission profiles on a "need to know" basis, standard process for granting permissions, logging of accesses, periodic review of granted permissions.
• Pseudonymization: If possible for the respective data processing, the primary identification features of the personal data are removed and stored separately.
• Classification scheme for data: Based on legal obligations or self-assessment (secret / confidential / internal / public).

1.2 Integrity

• Transfer control: No unauthorized reading, copying, altering, or removal during electronic transmission or transport, e.g.: encryption, Virtual Private Networks (VPN), electronic signature.
• Input control: Determining whether and by whom personal data has been entered, altered, or removed in data processing systems, e.g.: logging, document management.

1.3 Availability and resilience

• Availability control: Protection against accidental or intentional destruction or loss, e.g.: backup strategy (online/offline; on-site/off-site), uninterruptible power supply (UPS, diesel generator), virus protection, firewall, reporting channels and emergency plans; security checks at infrastructure and application levels, multi-layered backup concept with encrypted outsourcing of backups to a disaster recovery data center, standard processes for employee changes/exits.

• Rapid recoverability.
• Deletion periods: For both data itself and metadata such as log files, etc.

1.4 Procedures for regular review, assessment, and evaluation

• Data protection management, including regular employee training.
• Incident response management.
• Data protection-friendly default settings.
• Order control: No order data processing in the sense of Art. 28 GDPR without corresponding instructions from the client, e.g.: clear contract design, formalized order management, strict selection of the processor (ISO certification, ISMS), prior persuasion obligation, follow-up checks.