• Terms

General Terms and Conditions

I. Services rendered

1. Area of competence: Services are rendered for the purposes of solving business problems with working times, remuneration and related areas. A legal consultation is expressly excluded.
2. Support by the Client: The Client supports the comprehensive fulfilment of the contract, free of charge, and takes adequate measures to verify results.
3. Liability: The Contractor will provide compensation only in the event of malicious intent or gross negligence. The liability for all claims of the Client is limited to the fee agreed upon for the contract irrespective of their legal basis, to the extent permitted by law. The Contractor is in no way liable for loss of profit, non-achieved savings, damages from third-party claims vis-à-vis the Client, indirect damage and consequential harm caused by a defect, as far as it conforms with the law.
4. Guarantee: The Client shall inform in writing, within one month of delivery or service, whether there are defects and where these are. If the Client does not provide an explanation or begins using the system, then this shall be deemed to be faultless acceptance at the time of the delivery or service. The length of the guarantee is 6 months. The Contractor retains the right to rectifications of defects. If the rectifications of defects prove to be unsuccessful, the buyer can cancel the contract of purchase or reduce the purchase price appropriately.
5. Payment: Payment is due from the date of the invoice. Default interest shall be charged in the amount of 10% over the Inter-Bank rate per annum. All prices are fixed prices exclusive of taxes and duties. A deduction of discount is not possible.

  • a) Consultancy services or services that are invoiced on a time and material basis, are charged monthly. The employees of the Contractor record the daily working hours in a list specifying the position and the type of activity and present this with the invoice. The Client can demand to see the list at any time.
  • b) The Client is – irrespective of his or her rights to refuse payments due to missing or erroneous counter-performance – not authorised to withhold payments. The Client can set only receivables that are undisputed or determined to be legally binding off from amounts owed.

6. Confidentiality: The Contractor obliges to furnish the confidentiality of trade secrets and all information indicated as confidential, which are disclosed to him as a result of the order fulfillment, for an unlimited time. Confidential information shall only be passed on to third parties after written approval by the Client.

  • a) The Contractor obliges all persons involved with the order fulfillment to a written undertaking to comply with this regulation.
  • b) Both parties are permitted within the scope of the order fulfillment to process and store data of the other party automated.
  • c) The parties are allowed to name the installation as a reference case.

7. Feedback: Qmetrix shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, recommendations or other information provided by Customer relating to the operation of the Service.

8. Place of Fulfillment and legal domicile: Any disputes arising hereunder will be settled before a competent Vienna court of law.

Copyright (c) 2016 by Qmetrix GmbH. All rights reserved.

II. Licensing of Software

1. Subject matter of the contract: The scope of services of the agreed programs is stated in the respective program description supplemented by the user documentation.

2. Right of utilization and right of return: Qmetrix passes on the non-exclusive right to use the software for internal use to the Client. The use of the software for consulting or problem solution purpose for third parties is expressly excluded. Any other than internal use is only permitted through written approval of the Contractor or defined in the license agreement of the standard software.

Unless you have a different license agreement signed by Qmetrix GmbH, your use, distribution, or installation of the software indicates your acceptance of this agreement ("License").

If you do not agree to all of the terms and conditions of this License, then: (a) do not copy, install, distribute or use any copy of the software with which this License is included, and (b) in addition, if you paid Qmetrix or an authorized Qmetrix reseller for a package consisting of one or more copies of the software, you may return the complete package unused, within fifteen (15) days after purchase, for a full refund of your payment.

The terms and conditions of this License describe the permitted use and user(s) of each Licensed Copy of Operating Hours Assistant. For purposes of this License, if you have a valid single-copy license, you have the right to use a single "Licensed Copy"; if you or your organization has a valid multi-user license, then you or your organization have/has the right to use up to a number of "Licensed Copies" equal to the number of copies indicated in the documents issued by Qmetrix GmbH when granting the license.

3. License fee:  The amount of the license fee is defined by the scope of use. If the Client wishes to extend the agreed scope of use it must be defined upon in advance.

4. Delivery: The programs are delivered in whole, including a set of user documentation (printed or on electronic data medium). The Client has to confirm the program delivery in writing.

5. Interface description: The contractor agrees to provide the client with the required information for all existing interfaces of his programs to third party software, against reimbursement of the copy and delivery costs. This information may be distributed to other Clients.

6. Scope of License: Each Licensed Copy of the software may either be used by a single person who uses the software personally on one or more computers, or installed on a single workstation used non-simultaneously by multiple people, but not both. This is not a concurrent use license.

Each Licensed Copy may be accessed through a network, provided that you have purchased rights to use a Licensed Copy for each workstation that will access the software through the network. For instance, if 8 different workstations will access the software on the network, you must purchase rights to use 8 Licensed Copies of the software, regardless of whether the 8 workstations will access the software at different times or concurrently.

All rights of any kind of the software which are not expressly granted in this License are entirely and exclusively reserved to and by Qmetrix GmbH. You may not rent, lease, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the program, nor permit anyone else to do so. You may not make access to the software available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.

7. Installation: The contractor agrees to provide the client with the required information for all existing interfaces of his programs to third party software, against reimbursement of the copy and delivery costs. This information may be distributed to other Clients.

 8. Client obligation for program protection: The Client accepts that the program including the user documentation and additional documents are protected by copyright - also in future versions - and that they maintain trade secrets of the Contractor. He shall exercise all reasonable care for an unlimited time, to prevent disclosure of this Information to any third party.

9. Warranty Disclaimers and Liability Limitations: You will give written notice within thirty (30) days from delivery or service giving reasonable information about any faults. Should you not give notice within the stated period or start using the software this will be regarded as flawless delivery/notice of acceptance at delivery or service. Warranty period is six (6) months at the longest. Qmetrix GmbH reserves the right for finishing touches. Should these be ineffective you have the right to cancel the contract or to have the price reduced adequately.

The agreed program and any and all accompanying software, files, data and materials, are distributed and provided "AS IS" and with no warranties of any kind, whether express or implied.

Any liability of Qmetrix GmbH will be limited exclusively to refund of purchase price. In addition, in no event shall Qmetrix GmbH, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any indirect, incidental, consequential, or punitive damages whatsoever relating to the use of the software, or to your relationship with Qmetrix GmbH.

In addition, in no event does Qmetrix GmbH authorize you or anyone else to use the software in applications or systems where the software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use is entirely at your own risk, and you agree to hold Qmetrix GmbH harmless from any and all claims or losses relating to such unauthorized use.

You acknowledge that good data processing procedure dictates that any program, including the software, must be thoroughly tested with non-critical data before there is any reliance on it, and you hereby assume the entire risk of all use of the copies of the software covered by this License. This disclaimer of warranty constitutes an essential part of this License.

10. Place of Fulfillment and legal domicile: Any disputes arising hereunder will be settled before a competent Vienna court of law.

Copyright (c) 2016 by Qmetrix GmbH. All rights reserved.

III. Support and Maintenance

1. General: The purpose of the Qmetrix support and maintenance contract is fair use

troubleshooting over the phone and internet, basic advice on failure and free supply of new release versions of the software for a yearly lump-sum amount.

 

2. Duration and Termination: The contract begins with the delivery date of the solution and will continue indefinitely. It may be terminated by either party in writing once a year, at the end of the second quarter giving 90 days' notice.

 

3. Payment: The service is invoiced yearly one year ahead at the beginning of the support period. Payment is due after receipt of invoice.

 

4. Patching Policy: Qmetrix is delivering all Microsoft Windows based computers with the setting "install security patches automatically". This ensures the best level of security according to the known state of art. The risk of this policy is, that unexpected down-times can happen due to problems with installed security patches. Qmetrix can change this policy based on a written request by the customer.

 

Copyright (c) 2016 by Qmetrix GmbH. All rights reserved.

 

 

IV. Sales and Installation of Hardware

1. Validity of the Quotation: The quoted prices are based on this general terms and conditions and are valid for the actual status of the knowledge about the project and the customer requirements as defined in the documentation (usually called "Workbook") at the date of the quotation for the time stated in the quotation. Substantial changes of the requirements by the customer or changes in the agreed preconditions might require a change of the quotation. Qmetrix GmbH reserves the right to withdraw the quote, if the changed requirements cannot be met.

2. Support by the Client: The Client supports the comprehensive fulfillment of the contract, free of charge, and takes adequate measures to verify results.

3. Installation and Operation of the system: Operation of the Qmetrix system has to follow strictly the operations manuals. Some Qmetrix products are operated at mains voltage levels. Only licensed electricians are allowed to install and manipulate wiring in accordance with the supplied documentations and manuals and observing local regulations.

4. Statistical variance: Due to the statistical variance of the measured process, the measured values and indicators are calculated with a statistical error.

5. Liability: The Contractor will provide compensation only in the event of malicious intent or gross negligence. The liability for all claims of the Client is limited to a tenth of the fee agreed upon for the contract irrespective of legal basis, to the extent permitted by law. Higher liability insurance can be provided against reimbursement of insurance cost if required. The Contactor is in no way liable for loss of profit, non-achieved savings, damages from third-party claims vis-á-vis the Client, indirect damage and consequential harm caused by a defect, as far as it conforms with the law.

6. Set-up and Acceptance: Set-up is completed, when the system is operational according to specifications. Acceptance will be given latest one month after set-up. The Client shall timely inform in writing, whether there are defects and where these are. If the Client does not provide an explanation or begins using the system, then this shall be deemed to be faultless acceptance at the time of the delivery or service.

7. Guarantee: The length of the guarantee is 12 months from date of set-up. The guarantee is provided on a "bring-in" base. That means, the customer has to bring or send the defect parts on his own cost and risk. The Contractor retains the right to rectifications of defects. Rectifications do not extend the original guarantee period. If the rectifications of defects prove to be unsuccessful, the buyer can cancel the contract of purchase or reduce the purchase price appropriately.

8. Payment: Payment is due from the date of the invoice. All prices are fixed prices in Euro exclusive of VAT. A deduction of discount is not possible. Default interest shall be charged in the amount of the Inter-Bank rate (EURIBOR) plus 10% per annum.

  • Payment schedule for purchase: 1/3 at order, 1/3 at setup, 1/3 at acceptance if not agreed differently in the contract.
  • Consultancy services or services that are invoiced on a time and material basis, are charged monthly. The employees of the Contractor record the daily working hours in a list specifying the position and the type of activity and present this with the invoice. The Client can demand to see the list at any time.
  • The Client is - irrespective of his or her rights to refuse payments due to missing or erroneous counter-performance - not authorized to withhold payments. The Client can set only receivables that are undisputed or determined to be legally binding off from amounts owed.

9. Confidentiality: The parties mutually agree to keep trade secrets for an unlimited time confidential. Trade secrets are all documents and all information that is explicitly labelled as such. Secrets can only be passed on to third parties, if Qmetrix GmbH has approved this in writing.

10. Protection of data:The parties are permitted to automatically process and store data of the other parties with computers. Qmetrix is allowed to use the recorded system data in an aggregated manner for purpose outside of the customer system. Qmetrix warrants that this data cannot be identified to be from the customer.

Copyright (c) 2016 by Qmetrix GmbH. All rights reserved.