GENERAL TERMS AND CONDITIONS OF BUSINESS
Section 1 Validity of the General Terms and Conditions of Business
The General Terms and Conditions of Business given below apply exclusively to business
transactions with Grapevine World GmbH, Fasangasse 12, 2102 Bisamberg, Austria, sales
tax ID ATU72465628 (hereinafter referred to as Grapevine World). Our contractual partner
is hereinafter referred to as Client (transferee or "contractual partner"). These General
Terms and Conditions of Business are binding for all current and future business
transactions with Grapevine World, regardless of whether or not explicit reference is made
to these terms and conditions.
Any regulations deviating from or supplementing these General Terms and Conditions of
Business - in particular the Client's General Terms and Conditions of Business and
Purchasing - shall only be binding if Grapevine World expressly confirms this in writing.
Subject
1.1. The General Terms and Conditions of Business of Grapevine World for licensed
programs regulate the transfer and usage of Grapevine World licensed programs and the
provision of services.
Grapevine World licensed programs in the context of these General Terms and Conditions
of Business are data processing programs and/or licensed data files (databases) in
machine-readable form including the corresponding documentation, hereinafter also
referred to collectively as "Licensed material". The licensed material is protected by
copyright.
Grapevine World provides the Client, under the conditions given below, with the nonexclusive right for the use unrestricted in terms of place and content of Grapevine World
licensed programs, limited to the project or contractual agreement defined in more detail in
the contract.
A contract is created with the acceptance of the quotation from Grapevine World by the
Client (= order). The date of creation of the contract is the day of receipt of the order signed
by the Client at Grapevine World.
1.2. Following an initial order, the Client can place follow-on orders in writing under these
terms and conditions. In this case, the contract is created with the transfer of the Grapevine
World order confirmation to the Client. If Grapevine World modifies the terms and
conditions, the Client can only place further orders once a new formal order has been
made under the modified terms and conditions.
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1.3. The responsibility for the installation and use of the licensed material, for the results
achieved and the required choice of licensed material to achieve these results lies with the
Client.
Section 2 Quotation and contract conclusion
Quotations from Grapevine World are non-binding unless expressly designated binding.
A quotation is produced by Grapevine World in line with the best of their specialist
knowledge, however no liability can be accepted for correctness.
If after the contract is awarded, cost increases arise totalling more than 15%, Grapevine
World will notify the contractual partner of this immediately in writing. If these are
unavoidable cost increases of less than 15%, no special agreement is required and these
costs can be invoiced with no further arrangements necessary. Unless otherwise agreed,
modifications to the quotation or additional orders may be invoiced at reasonable prices.
Scope of the right of use and conditions of use
2.1. "Use" is each full and partial copying (storage) of machine-readable licence material to
the relevant machine for which the licence key provided by Grapevine World is intended,
for the purpose of processing the instructions or data contained there, as well as the
storage and display of machine-readable licence material on machines that are connected
to the intended machine. The right of use also extends to the required usage of the
documentation belonging to the licence program.
2.2. For the use of licence material on a machine other than the intended machine, a
special licence is required; in cases where the intended machine cannot be used, use on
another machine is permissible temporarily.
For a planned change of the intended machine, the Client is required to notify Grapevine
World in advance; the change is permitted from the day on which Grapevine World
confirms this to the Client in writing and sends a new licence key.
2.3. The Client is entitled to produce copies of machine-readable licence material including
a backup copy, where this is required for the contractual usage. If the original or a copy is
kept at a location other than the location of the intended machine, Grapevine World shall
be informed in writing. Licence material provided in printed form is only permitted to be
reproduced to the extent required for direct use at the customer's site.
The Client shall also be entitled to modify machine-readable licence material for his own
purposes and to connect it to other programs as well as use the version of the licence
material processed in this way in accordance with the contract conditions.
2.4. If licence material is made available only in machine language (object code), any
conversion, including partial, into the source language (source code) is not permissible.
The exception to this is decompilation to the extent permitted by law. 
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Section 3 Assurance of rights to the licence material
3.1. All rights to the licensed material, including all copies of the machine-readable licensed
material produced by the Client, whether or not edited, translated or unchanged, or
processed using other connected programs, are reserved by Grapevine World as the rights
holder of the licensed program, without prejudice to the Client's ownership of the program
media. The Client is required to attach the copyright notice of the legal owner on all such
copies.
3.2. The Client is required to prohibit access by third parties to licensed material including
copies of all kinds without time restriction (including other licence holders of the
corresponding program). Third parties do not include employees of the Client, the rights
holder and other persons, assuming they are used for the contractual use of the licence
program at the Client's premises.
3.3. A transfer of the granted rights of use or granting of sub-licences to the licensed
material is not permissible, unless expressly agreed in the contract.
3.4. Before any transfer of program media to third parties, the Client is required to delete
the licensed material contained on that media.
Section 4 Confidentiality
The Client hereby irrevocably undertakes to keep confidential all operational and business
secrets made available to him by Grapevine World, or otherwise made accessible in
connection with or due to a business relationship or in contact with Grapevine World, and
to prevent all access by third parties in any way without approval from Grapevine World. In
addition, the Client is required to use information only on a "need to know" basis and only
in the context of the contract concluded.
The obligation for confidentiality shall remain in place for 5 years following termination of
the business relationship with Grapevine World or independently of any business
relationship for 5 years following submission of the quotation by Grapevine World
Section 5 Prices and payment terms
Our prices are given in Euro. The legal rate of sales tax shall also be invoiced at the
relevant rate in force. All fees must be paid by the Client.
The current, valid Grapevine World price list shall apply. The prices given apply "ex works"
INCOTERMS 2010 and do not include the costs for transport, assembly or installation. The
Grapevine World price list shall apply until revoked.
Services including the training and instruction of the employees of the contractual partner
shall be settled in accordance with the valid service price list. For services provided on
Saturdays/Sundays and any other times outside the normal working hours (Monday -
Thursday 7.30 to 16.30, Friday 7.30 to 12), as well as on public holidays, an additional
charge in the sum of 100% shall be invoiced, whereby the calculation of the normal hourly
rate arising from the price list is used as the basis. 
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All travel costs and expenses arising in performing this contract, shall be paid by the Client
in addition to the agreed price.
5.1. The fees may consist of one-off licence fees, basic licence fees, ongoing licence fees,
one-off initial fees, one-off additional fees, processing fees and/or combinations thereof.
One-off additional fees can be calculated for certain licence programs when the Client
moves over to a subsequent version from Grapevine World from the previously used
licence program.
The one-off licence fees as well as monthly, quarterly or other settlement periods for the
ongoing licence fees are given in the quotation.
5.2. Unless otherwise contractually agreed, the obligation to pay is incurred with the use of
the licence program.
For orders containing multiple units (e.g. programs and/or training courses,
implementations in multiple partial stages), Grapevine World shall be entitled to invoice
following the delivery of each individual unit or service.
5.3. All invoices become due, without deductions, within 14 days following date of invoice.
Default interest: In the event of a delayed payment, default interest shall be payable in the
sum of 8% over the relevant, applicable basic rate of interest.
Price adjustment: It is explicitly agreed that the amount payable plus additional payment is
required. The consumer price index (VPl 2004 = 100), published monthly by the Austrian
Statistical Office, or an index replacing it, serves as a measure of the value stability.
5.4. Taxes and deductions
All fees given on the order document exclude sales tax. Should deductions be levied (e.g.
legal fees, withholding taxes, other taxes, fees and charges) in connection with the
conclusion and implementation of this contract or a supplement thereto, these shall be
payable by the Client.
Section 6 Partial invoices shall always be permitted for partial deliveries.
If partial payments are agreed, a time deduction shall be incurred, even if only one partial
payment is late or incomplete. When a time deduction is incurred, the total remaining
amount due shall be immediately due for payment.
In the event of a time deduction, Grapevine World shall be entitled to take possession
under retention of title of the goods supplied without withdrawal from the purchase
agreement, until the entire amount due is covered in full, including additional costs.
Section 7 Place of fulfilment and risk assumption
The place of fulfilment is the headquarters of Grapevine World, costs and the risk of
transport shall be borne by the Client. For data, the risk of the loss or alteration of the data
during download and transmission via the internet is transferred to the Client when the
Grapevine World network interface is exceeded. 
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Section 8 Retention of title, rights of use
The goods shall remain the property of Grapevine World until paid for in full.
For the standard software supplied, the licence conditions agreed by the Client with the
relevant software manufacturer, such as Microsoft, SAP or other providers, shall apply.
Section 9 Acceptance and partial delivery
The contractual partner shall be required to accept the deliveries and services provided by
Grapevine World.
Our deliveries and services can always be made in parts. Partial acceptances are
permissible for partial deliveries.
With the delivery "ex works" INCOTERMS 2010, delivered goods shall be regarded as
accepted.
Insofar as installation services are agreed, the service shall be regarded as accepted at the
earliest of the following times: when the Client's acceptance or its end customers is
confirmed; when the installed delivery or service is operative at the Client's or put into
operation at the end customers' sites; or at the latest 4 weeks following completion of the
installation.
Service and production services shall be regarded as accepted at the time of provision.
Should the contractual partner determine significant faults following acceptance, the
partner shall be entitled to have these faults rectified by Grapevine World under the
warranty.
Section 10 Delay
10.1. Delivery delay
The delivery dates and deadlines shall be observed by Grapevine World where possible:
Unless explicitly agreed as binding, these are non-binding and always constitute an
anticipated time of delivery and transfer to the Client.
A withdrawal from the contract by the Client due to delays in delivery is only possible with a
reasonable extension of at least 6 weeks. The withdrawal shall be exercised via registered
letter.
The right of withdrawal refers only to the delivery or performance component to which the
delay relates.
Grapevine World shall not be liable for any delivery delays and cost increases resulting
from incorrect, incomplete or subsequently modified information and information or
documents provided and shall not result in any delays attributable to the Client. Any
resultant added costs shall be borne by the Client.
10.2. Acceptance delay
Any services not accepted at the agreed date will incur costs for which Grapevine World
will be invoiced at € 950 per calendar day.
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At the same time, Grapevine World shall be entitled either to insist on the fulfilment of the
contract or to rescind the contract after setting a reasonable deadline and to re-use the
goods elsewhere. In the event of re-use, a contractual penalty of 25% of the invoice
amount excluding VAT shall be regarded as agreed.
Section 11 Warranty
The warranty period is 6 months following acceptance in accordance with section 7 of
these terms and conditions.
Any faults occurring should be specified and notified in writing immediately by the
contractual partner
Evidence of the presence of faults shall be provided by the contractual partner. Section 924
of the Austrian Civil Code shall not apply.
In the event of a warranty claim, Grapevine World shall be entitled to determine the type of
warranty (repair, replacement, price reduction or conversion) itself.
11.1. Grapevine World shall warranty that the program media contains no material or
production errors on handover to the Client. Within the warranty period, Grapevine World
shall replace any data medium that is determined to be faulty.
11.2. No warranty can be provided for freedom from errors of the licence programs. Unless
otherwise contractually agreed, Grapevine World accepts no liability for ensuring that the
program functions meet the requirements of the Client or will function in the selection of
equipment chosen by the Client.
11.3. During the warranty period, program errors will be rectified by Grapevine World within
a reasonable period. However, Grapevine World shall make no warranty that the error
correction procedures will correct all errors or resolve all problems.
11.4. The warranty shall not cover faults caused by non-compliance with the specified
conditions of use.
No warranty shall be provided by Grapevine World for programs modified subsequently by
the Client or by third parties.
The warranty applies to Grapevine World products, for products from third party
manufacturers (e.g. SAP, Cisco), the warranty periods provided by the manufacturers shall
apply.
11.5. Generally available improvements to the licensed programs and / or the
documentation shall be made available to the Client during the warranty period without
additional charge, unless these are new releases / versions that are chargeable.
If Grapevine World remedies defects outside the warranty or provides other services or
production services, these will be invoiced at cost in line with the current Grapevine World
price list
Troubleshooting: A workaround agreed between the customer and Grapevine World is
permitted as a temporary solution until the fault correction process and can be resolved in
agreement with the Client in the context of the agreed patch cycles. 
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Section 933b of the Austrian Civil Code shall not apply.
Section 12 Compensation
In all cases considered, Grapevine World shall only be liable for compensation in the event
of malicious intent or gross negligence. In the event of minor negligence, Grapevine World
shall only be liable for personal injury. The liability shall be time-restricted to 6 months
following notification by the Client of the damage/injury and the injuring party.
Grapevine World shall not be liable for indirect damages, loss of profit, loss of interest,
omitted savings, consequential and property damages, damages from claims of third
parties and loss of data and programs and their recovery.
If, regardless of the situation, an agreed penalty has imposed on Grapevine World, this
penalty shall be excluded from the judicial right of moderation and the enforcement of
damages extending beyond the penalty.
Insofar as Grapevine World provides the works with the help of a third party and in this
connection, warranty claims and damage claims are incurred in relation to third parties,
Grapevine World hereby assigns these claims to the Client. In this case, the Client shall be
given priority over third parties.
If the data backup is explicitly agreed as a service, the liability for the loss of data shall not
be excluded, but shall be limited to a maximum of EUR 10% of the order total per claim, to
a maximum of EUR 15,000, for the recovery of the data. Warranty and damage claims of
the Client extending beyond those given in this contract, regardless of legal basis, shall be
excluded
Section 13 Termination, obligation to return licensed material,
modification of the contract
13.1. Licensed programs can, unless otherwise contractually agreed, be terminated in
writing by the Client with a one-month notice period. In this situation, Grapevine World can
terminate a contract in full and all individual licences in writing with a notice period of 6
months.
13.2. When a termination becomes effective, the Client shall be required to submit to
Grapevine World and destroy (delete) the original as well as all copies and partial copies
as well as modified copies of the relevant licensed material or copies connected to other
program material; this also applies to any program documentation delivered in advance.
However, if the Client replaces a licensed program with a new program version, the Client
shall be entitled to retain the previous version as a standby reserve before its return or
destruction for up to 3 months. The retention of an archive copy shall be agreed in writing.
13.3. Grapevine World will inform the Client in writing of a modification to the contract at
least 3 months before the planned modification is to become effective. 
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Section 14 General
It is not permissible to transfer the contract. The transfer of the licensed license or the
granting of sublicenses to the licensed material, copies or parts thereof is subject to the
prior written consent of Grapevine World, unless otherwise agreed in the contract.
Section 15 Place of jurisdiction and governing law
15.1. Place of jurisdiction
To resolve all disputes arising from a contract - including any dispute on the existence or
non-existence of the contract - shall be agreed as the sole responsibility of the relevant
court at the registered office of Grapevine World.
15.2 Governing law
The contract shall be subject exclusively to the law of the Republic of Austria under the
exclusion of UN sales law.
Section 16 Other conditions
16.1. Severability clause
Should any provision of these terms and conditions be or become invalid or unenforceable
in whole or in part, this shall not affect the legality or feasibility of all other business
regulations. The Contracting Parties shall replace the legally ineffective or impracticable
provision with an effective and feasible provision that is as close as possible to the content
and purpose of the legally ineffective or impracticable provision.
16.2. Formal requirement
Changes or supplements to a contract must be made in writing. This also applies to
changing the formal writing requirement.
16.3. Offsetting
Offsetting against our claims with counterclaims of any kind shall not be permitted.
16.4. Subcontractors
The use of subcontractors is always permitted.