General Terms and Conditions

1. Scope and contracting parties

These General Terms and Conditions apply to all contracts, deliveries and services of Corelane GmbH, FN 683803v, Landesgericht Innsbruck, Feldstraße 9d, 6020 Innsbruck ("Corelane"), with its customers.

Corelane provides services exclusively to entrepreneurs within the meaning of section 1 of the Austrian Commercial Code and to legal entities under public law. Contracts with consumers within the meaning of the Consumer Protection Act are not concluded. Prices published on this website are addressed to entrepreneurs only and are net of value added tax.

These terms apply in the version valid at the time the contract is concluded. Deviating, conflicting or supplementary terms of the customer do not become part of the contract, even if Corelane does not expressly object to them.

In the event of contradictions the following order of precedence applies: individually signed agreements, the offer or order confirmation issued by Corelane, any service description, the data processing agreement for its subject matter, and these terms.

2. Offer, conclusion of contract, changes

Unless expressly designated as binding, offers by Corelane are without obligation. Offers are valid for four weeks from the date of issue unless stated otherwise.

The contract is concluded by written order confirmation from Corelane, by an offer signed by both parties, or by commencement of performance. Email satisfies the written form requirement.

Publicly published prices and scopes of services do not constitute a binding offer. The individual offer prevails.

Changes and extensions to the scope of services require a separate agreement on scope, dates and remuneration. Additional effort caused by the customer is remunerated at the agreed rates.

3. Subject matter and types of service

Corelane provides services relating to the introduction, extension, integration and operation of enterprise platforms based on Odoo and supplementary components. Corelane is a platform partner and not a general IT provider; general workplace, network or end-device support is not owed unless expressly agreed.

Analysis and concept services with a defined result, as well as implementation projects with an agreed scope, are contracts for work. Corelane owes the agreed result and section 6 applies. Consulting, support and training charged by effort are service contracts under which no particular economic success is owed. Corelane Operate is a continuing obligation governed by section 7.

Corelane freely determines the approach, methodology and the personnel deployed unless expressly agreed otherwise. There is no entitlement to particular individuals.

Corelane may engage third parties and affiliated companies of the STASTO group to perform its services and is liable for them as for its own personnel. Where personal data of the customer are processed in doing so, this takes place exclusively under the data processing agreement pursuant to section 13.

4. Entry products and crediting

Corelane offers analysis and concept services at fixed prices. Scope, duration and result follow from the applicable service description.

If the customer commissions the implementation within 60 calendar days after delivery of the result of a chargeable entry product, 50 per cent of the net fee paid for it is credited towards the implementation project. Crediting requires full payment of the entry product, is granted once, is not transferable to third parties and is not paid out in cash. Receipt of the written order by Corelane is decisive for compliance with the deadline.

The non-binding initial consultation is free of charge and does not establish a consulting contract or any liability for decisions derived from it.

5. Customer's duties to cooperate

The customer ensures that the conditions required for performance are available in good time, in full and free of charge, in particular: a contact person authorised to take decisions; timely provision of information, data, documents, test data and expertise as well as timely decisions and approvals; access to the necessary systems, interfaces and premises including the required authorisations and third-party consents; availability of its own departments for coordination, testing and acceptance; and provision and maintenance of infrastructure supplied by the customer.

The customer is responsible for the accuracy, completeness and lawfulness of the data and content it supplies and for ensuring that their use does not infringe third-party rights.

Delays, additional effort and additional costs arising from a breach of duties to cooperate are borne by the customer, and agreed dates are postponed accordingly. Corelane will point out impending delays without undue delay.

The customer is responsible for backing up its data unless data backup is expressly agreed as a service of Corelane. Before any intervention in production systems the customer must create or ensure a complete and restorable backup.

6. Acceptance of work performances

Corelane notifies completion in writing. The customer inspects the performance without undue delay, at the latest within 14 working days, and declares acceptance in writing.

Insignificant defects which impair contractual use no more than marginally do not entitle the customer to refuse acceptance. They are recorded in an acceptance protocol and remedied by Corelane promptly.

If within the period the customer neither declares acceptance nor names specific material defects in writing, the performance is deemed accepted. The performance is likewise deemed accepted as soon as the customer uses it productively. Corelane draws attention to these consequences in the notice of completion.

7. Corelane Operate

Corelane Operate is offered in tiers that build on each other. The scope, response times and monthly allowances of the respective tier follow from the service description valid at the time the contract is concluded.

Response time is not restoration time. The agreed response time denotes solely the period within which Corelane begins processing and responds to the customer after a proper fault report. It does not constitute any commitment as to when the fault will be remedied; such a commitment requires an express separate agreement.

The following times are distinguished. The operating time is the period during which the customer operates the system. The availability time is the period during which the customer may request and claim the contractual services; it does not necessarily coincide with the operating time. The response time is the period after which, following a fault report, an employee familiar with the system contacts the customer. The intervention time is the period after which such an employee arrives on site; it is owed only where expressly agreed.

Unless agreed otherwise, the availability time is Monday to Friday, 08:00 to 17:00, on working days at Corelane's registered office; public holidays in Tyrol and 24 and 31 December are excluded. Response times run exclusively within the availability time. Reports outside the availability time are deemed received at the start of the next availability period.

Faults are assigned to three classes. A fault is critical if a production system or a business-critical process fails completely or is usable only with unreasonable restriction and no reasonable workaround exists; examples are a system standstill without restart, loss or corruption of data, and incorrect results in time-critical mass processing. A fault is major if the intended use of part of the system is seriously restricted but work can continue; examples are incorrect or inconsistent processing and a noticeable shortfall against agreed performance data. If a single workstation fails while all others function, the process flow is not interrupted and the fault is major, not critical. All other faults are minor.

Critical faults are subject to the response time agreed for critical faults in the respective tier; major and minor faults are subject to the general response time of that tier. Classification is made by agreement; in case of disagreement Corelane decides in the first instance at its reasonable discretion and the customer may escalate.

Unused hours from the monthly allowance may be carried over to the following month by agreement and expire at the end of that following month. Any further accumulation, transfer to third parties and cash settlement are excluded. Effort exceeding the allowance is charged at the agreed hourly rates. Corelane gives timely notice of a foreseeable overrun.

Not included are in particular: services on systems that are not the subject of the contract; remedying faults resulting from improper use, unauthorised intervention by the customer or third parties, from infrastructure supplied by the customer or from third-party software; new developments, migrations and version changes; training; and data recovery. Such services are charged by effort.

Corelane may carry out plannable maintenance and update work and temporarily take systems out of operation for that purpose. Maintenance windows are announced with at least five working days' notice and are scheduled primarily outside usual business hours. In case of imminent danger, in particular to avert security risks, Corelane may intervene without prior notice and informs the customer immediately afterwards.

A particular system availability is owed only if it is expressly agreed as a percentage, with a measurement method and a reference period. Periods of announced maintenance, outages at third parties (in particular data centre, network, cloud and AI providers), force majeure and causes attributable to the customer are disregarded.

Corelane Operate is concluded for twelve months; shorter terms are calculated individually. It is extended by the same period unless terminated in writing with three months' notice to the end of the term. The right to extraordinary termination for good cause remains unaffected; good cause exists for Corelane in particular in the event of payment default of more than 30 days despite a reminder.

8. Third-party software, licences and open source

The subject matter of the contract is the service provided by Corelane. Odoo and other third-party components used are third-party software. Their use is governed exclusively by the licence and subscription terms of the respective rights holder. Corelane owes neither their functional scope nor their further development, availability or continued existence.

The customer licenses the third-party software used, in particular any Odoo Enterprise subscription, directly from the respective rights holder. Corelane does not become a party to those licence agreements, owes neither their conclusion nor their continuation and does not charge any licence fees. Corelane points out the necessary licences and supports selection and procurement; this support is a consulting service, not an agency service. If a licence or subscription of the customer ends, services of Corelane depending on it lapse without reduction of remuneration for as long as the customer is responsible for the lapse.

Where open source software is used, its licence terms take precedence. The customer acknowledges that obligations may arise from this, in particular to disclose modifications upon distribution.

Modules and components created by Corelane are proprietary and are not placed under an open source licence. The customer receives solely the rights of use granted under section 9. The source code is made accessible to the customer for the installation it operates to the extent necessary for operation, review and maintenance; this does not transfer any exploitation rights and does not entitle the customer to pass it on to third parties.

There is a claim to an upgrade to new major versions of the software used only to the extent expressly agreed. Version changes are separate services.

9. Rights of use in work results

Corelane grants the customer a non-exclusive, non-transferable right of use, unlimited in territory and time, in the project-specific work results created for it — in particular configurations, individual developments, interfaces, documentation and concept documents — for the customer's own business purposes and those of its affiliated companies.

The grant is subject to the condition precedent of full payment of the remuneration agreed for it.

Corelane retains all rights in pre-existing material and in its own building blocks, libraries, templates, tools, methods and standard modules, even if these are used or adapted in the project. The customer receives a right of use in them to the extent set out above.

Corelane remains entitled to make unrestricted further use of the general know-how, ideas, concepts and procedures acquired in the project, provided that no confidential information of the customer is disclosed.

Passing the work results on to third parties, in particular to competitors of Corelane, and their commercialisation require prior written consent. This does not affect the customer's engagement of another service provider to support its own installation.

10. Use of artificial intelligence

Corelane uses AI-supported procedures, among other things to process documents, enrich data and generate proposals. Services of external providers may be used for this purpose.

AI-supported results are proposals. Unless expressly agreed otherwise, business-relevant decisions and postings take effect only after human review and approval. Responsibility for the approval and for the use of the results lies with the customer.

AI-supported systems can deliver incomplete or incorrect results. Corelane owes the agreed functionality of the processing chain, not the substantive correctness of generated or extracted content. A particular recognition, hit or error rate is owed only if expressly agreed together with a measurement procedure.

Only the data necessary for the respective purpose are transmitted to external models. Corelane selects providers in such a way that use of the transmitted data to train the provider's models is contractually excluded, and may change the providers and models used provided that the scope of services and the level of protection remain equivalent. The data protection classification, including sub-processors and any transfer to third countries, is governed by the data processing agreement pursuant to section 13.

The customer ensures that it is entitled to submit the data it contributes to such processing and that it complies with any co-determination and information obligations towards employee representatives.

11. Fees and terms of payment

All prices are in euro, net of statutory value added tax and other levies.

Unless agreed otherwise, fixed-price services are invoiced at 50 per cent upon order and the balance after acceptance; services charged by effort are invoiced monthly in arrears; recurring fees for Corelane Operate are invoiced monthly in advance.

Invoices are due for payment without deduction within 30 days of the invoice date. A discount of 2 per cent is granted for payment within 14 days of the invoice date, provided no other amounts are overdue.

In the event of default in payment, default interest at the statutory rate under section 456 of the Austrian Commercial Code applies, together with reimbursement of the costs necessary for appropriate legal action, including reminder and collection charges and legal fees. All outstanding invoices become immediately due. After a reminder and a reasonable grace period Corelane may suspend performance until payment is received.

If the customer withdraws from an order placed without Corelane being responsible for this, the services rendered up to that point and demonstrably incurred expenses must be remunerated. In addition Corelane is entitled to a cancellation fee of 20 per cent of the net order value of the part not performed; the assertion of higher proven damage remains reserved. For continuing obligations the notice periods above apply instead.

Travel, accommodation and travel time as well as out-of-pocket expenses are charged separately at the agreed rates. Travel time counts as working time unless agreed otherwise.

Corelane may adjust recurring fees and hourly rates once a year, for the first time twelve months after the start of the contract, in line with the change in the consumer price index published by Statistics Austria (CPI 2020 or its successor index). The index published for the month in which the contract was concluded serves as the basis. The adjustment is notified in writing at least one month before it takes effect. Increases going beyond this entitle the customer to terminate the continuing obligation concerned as of the effective date.

The customer may set off only against counterclaims acknowledged by Corelane or established by final judgment. A right of retention is available to it only in respect of claims arising from the same contractual relationship.

12. Warranty and notice of defects

Corelane warrants that the services rendered conform to the agreed service description. Complete freedom from defects in software cannot be warranted according to the state of the art.

The warranty period is twelve months from acceptance or from rendering of the service. The presumption of defectiveness under section 924 of the Austrian Civil Code is excluded; the customer must prove that the defect already existed at the time of handover.

The customer must inspect the performance without undue delay and give notice of apparent defects in writing and with a comprehensible description within 8 days, and of hidden defects within 8 days of their discovery. If notice is not given, the performance is deemed approved.

Corelane first has the right to remedy the defect or supply what is missing within a reasonable period. Only if this fails is the customer entitled to a price reduction and, in the case of defects that are not minor, to rescission.

No warranty applies to defects arising from changes by the customer or third parties without Corelane's consent, improper operation, data, specifications or infrastructure supplied by the customer, faults in third-party software, or operation outside the documented system requirements.

13. Data protection

If Corelane processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Article 28 GDPR before processing begins. That agreement takes precedence over these terms for its subject matter. A contract for services involving processing on behalf is concluded only upon conclusion of that agreement.

The customer remains the controller within the meaning of the GDPR. It is responsible for the lawfulness of the processing, for information obligations towards data subjects and for compliance with any co-determination obligations towards employee representatives.

Corelane engages sub-processors, including providers of AI services, in accordance with the data processing agreement, in which they are listed. The customer gives general authorisation under Article 28(2) GDPR; the right to object to changes remains preserved.

14. Confidentiality

The parties undertake to keep secret all confidential information of the other party obtained in the course of the cooperation, to use it only for the purposes of the contract and to make it accessible only to those persons who require it to perform the contract and who are themselves bound accordingly.

Excluded is information that is demonstrably publicly known or has become known without breach of a confidentiality obligation, was developed independently, or must be disclosed by statutory or official order; in the latter case the affected party is informed in advance where possible.

The obligation continues for three years beyond the end of the cooperation; for trade secrets within the meaning of the Act against Unfair Competition it applies without time limit.

Corelane may name the customer as a reference, stating its company name and logo. The customer may object to this at any time in writing with effect for the future. Any presentation of project content going beyond this requires the customer's prior approval.

15. Non-solicitation

The parties undertake not to actively solicit employees of the other party who were involved in the performance of the services during the term of the contract and for twelve months thereafter.

This does not cover recruitment based on general job advertisements not addressed to those individuals, or applications made on the applicant's own initiative.

16. Liability

Corelane is liable for intent and gross negligence in accordance with statutory provisions. In the event of injury to life, body or health and under the Product Liability Act, Corelane is liable without limitation; this liability is not restricted by the following provisions.

In the case of slight negligence Corelane is liable only for breach of material contractual obligations, limited to the damage typical for the contract and foreseeable.

Liability for slight negligence is limited in amount to the net remuneration paid under the contract concerned in the twelve months preceding the damaging event, and in any event to a maximum of EUR 50,000 per event of damage and EUR 100,000 per calendar year. Several events of damage arising from the same cause count as one event.

In the case of slight negligence, liability for loss of profit, indirect damage, consequential damage, loss of production, loss of interest, third-party claims and damage from loss of data is excluded. For loss of data Corelane is in any event liable in the case of slight negligence only to the extent that the damage would also have occurred had the customer carried out proper data backup in line with the state of the art.

Corelane is not liable for damage arising from the failure or malfunction of third-party services and third-party software, from infrastructure supplied by the customer, from incorrect or incomplete information provided by the customer, or from decisions the customer has taken on the basis of AI-supported proposals without the review provided for in section 10.

Claims for damages must be asserted in court within twelve months of becoming aware of the damage and the party causing it, failing which they lapse. The above limitations also apply for the benefit of Corelane's employees, agents and subcontractors.

17. Force majeure

Events of force majeure — in particular natural disasters, epidemics, war, industrial action, official measures, large-scale failures of power, network, cloud or data centre infrastructure and cyber attacks on third parties — release the affected party from its obligation to perform for their duration, and agreed dates are postponed accordingly. If the event lasts longer than 60 days, either party may rescind the affected contract in respect of the part not yet performed.

18. End of contract and return of data

Upon termination of a contract Corelane invoices the services rendered up to that point.

On request Corelane supports the customer in an orderly transition, in particular by providing the customer data in a common machine-readable format and by handing over the existing documentation. This service is charged by effort unless agreed otherwise. It is a prerequisite that the customer has settled all due fees.

Corelane will delete customer data after the end of the contract and the expiry of a reasonable transition period, unless statutory retention obligations prevent this. Details are governed by the data processing agreement.

19. Final provisions

Amendments and supplements require the written form; this also applies to any waiver of this formal requirement. Email is sufficient unless signature is expressly agreed.

Corelane may amend these terms for continuing obligations with effect for the future. Amendments are notified in writing at least eight weeks before they take effect. If the customer does not object within four weeks of receipt, the amendments are deemed accepted; the notification draws attention to this consequence separately. If the customer objects, either party may terminate the continuing obligation concerned as of the effective date.

The transfer of rights and obligations under the contract requires the consent of the other party. Corelane may transfer contracts to affiliated companies of the STASTO group without consent; the customer is informed of this.

Austrian substantive law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. The place of performance is Corelane's registered office.

The court having subject-matter jurisdiction for 6020 Innsbruck is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contract. Corelane is also entitled to sue the customer at its general place of jurisdiction.

Should a provision of these terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by a valid provision that comes closest to its economic purpose.