ICSL Consulting GmbH · icsl.at
General Terms and Conditions (GTC) for Businesses – ICSL
ICSL Consulting for Information-Technology and Telecommunications GmbH (hereinafter referred to as “ICSL”) is an internationally active company offering solutions for the protection and secure transmission of information and for identity protection. These include highly secure voice and data encryption and transmission systems suitable for government use, highly secure security tokens and their integration, solutions for stabilising and ensuring communications on mobile devices, data security solutions for businesses, jamming solutions for government agencies and counter-surveillance services; analysis, consulting and training complete the communications and data security business area.
ICSL has its own development department for cryptographic, security and communications solutions and also provides distribution, training, maintenance and support for various manufacturers of high-technology security products.
For historical reasons, a now separate ICSL business area involves developing, establishing and reorganising companies in the ICT sector for innovative new solutions. Work in recent years has produced an ICT reseller network spanning 28 countries, which also offers new technology partners the opportunity for rapid market testing and rollout of solutions, as well as an IT department that develops productivity tools and tools to simplify business and sales administration, through to comprehensive web portals.
The publicly accessible part of ICSL's product and service catalogue, in its current version, may be viewed at any time on the ICSL website.
2.1 These General Terms and Conditions (GTC) apply to all deliveries and services provided by ICSL to its customers and to the resulting rights and obligations, unless more specific provisions of a supplier take precedence in an individual case — particularly regarding the scope of services, warranty, liability and service or support.
2.2 Conflicting or differing customer terms apply only if ICSL expressly accepts them in writing. Accordingly, ICSL's GTC also apply where ICSL makes deliveries or provides services without reservation despite being aware of conflicting or differing customer terms.
2.3 These General Terms and Conditions apply exclusively to legal transactions between businesses and ICSL. For these GTC, a business is anyone operating an enterprise. An enterprise is any enduring organisation conducting independent economic activity, even if not for profit. This definition corresponds to §1 UGB. Under §1 KSchG, legal entities governed by public law are always treated as businesses.
2.4 These GTC also apply to future transactions between the contracting parties, even if no further reference is made to them.
3.1 Offers prepared by ICSL are non-binding on ICSL unless subsequently incorporated into a concluded contract.
3.2 A contractual relationship is established when, following receipt of an order or commission, ICSL issues a written order confirmation to the customer and/or the customer fulfils the conditions imposed in the offer (advance payments or deposits, suitable security or evidence of creditworthiness). ICSL is obliged to deliver only after these or other conditions agreed in writing (such as customs declarations or export licences) have been fulfilled. (ICSL may nevertheless deliver at its own discretion or by agreement with the customer.)
3.3 Continuing contractual relationships (product rental agreements, maintenance agreements or similar) commence when the customer receives an RFS (“ready for service”) or activation notification (product-specific variations are possible or may be individually agreed with the customer).
3.4 The content and scope of the order are determined solely by the written offer and, where applicable, the written order confirmation and related written agreements between the parties. Information in brochures, catalogues and other sales material binds ICSL only if expressly referenced in the order confirmation. ICSL is not obliged to provide additional characteristics. Representations in test programmes, product and project descriptions, presentations and similar materials do not constitute assurances of characteristics. Such assurances require express written confirmation.
3.5 Amendments and additions to the contract are effective only with ICSL's express written consent. Additional costs resulting from such changes or circumstances unknown to ICSL when the order was placed shall be invoiced separately to the customer.
3.6 Where the contract concerns the supply of software, delivery includes the software executable on the specified equipment and a programme description, supplied either on a data medium or available for download from the ICSL website. All rights to the programmes and documentation remain with ICSL or, for third-party software, with the software owner, unless expressly agreed otherwise in writing.
4.1 The customer shall fully disclose and provide to ICSL, at the customer's expense, all data and other information relevant to performing the services and obtain any necessary third-party consents. The customer shall notify ICSL immediately of any changes during performance of the contract. ICSL is not obliged to verify the completeness or accuracy of data, information or other particulars provided by the customer and is not liable for damage resulting from incorrect or incomplete customer information.
4.2 Unless otherwise agreed in an individual case, all customer notices to ICSL must generally be made in writing electronically; all ICSL notices and reminders shall be sent to the email address supplied by the customer.
4.3 The customer shall immediately notify ICSL in writing of changes to their name or email address until the transaction has been fully performed by both parties. If no change is notified, notices are deemed received when sent to the last address provided. If the customer does not wish to receive electronic delivery, the customer shall expressly notify ICSL in writing, provide a delivery address and bear all resulting fees. Requests for invoice amendments cannot postpone the due date.
4.4 If, after conclusion of a contract, it becomes apparent that ICSL's claim to counter-performance is jeopardised by the customer's inability to perform, ICSL has the rights under §1052 paragraph 2 ABGB, i.e. ICSL may require security from the customer where counter-performance is at risk. In this event, ICSL may declare immediately due all claims arising from the ongoing business relationship that are not yet payable.
4.5 Use or receipt of individual (software) products may require a network connection; for any necessary devices (PC, smartphone, etc.) not included in the scope of services and detailed technical requirements, see the service catalogue on the ICSL website. The customer must provide the network connection and device. ICSL is not liable for service disruptions caused by third parties or where third parties do not provide a required network service in certain regions, refuse required network services to individual customers or disable existing services.
4.6 ICSL subjects the use of its services to a fair use policy. This ensures that available transmission capacity is distributed fairly among all users.
5.1 All prices are based on ICSL's current price lists. Unless otherwise agreed, agreed prices are net prices in euros ex warehouse or EXW (under Incoterms 2010), excluding packaging and loading. Any duties or charges levied in connection with delivery shall be borne by the customer. If delivery to the customer is agreed, this and any transport insurance requested by the customer shall be charged separately.
5.2 Adherence to agreed prices assumes that the underlying items remain unchanged and can be provided without impediments attributable to ICSL. The customer shall pay additionally for subsequent unforeseen extensions and changes that cause extra work. If duties, procurement costs or other third-party costs included in the agreed price change more than 6 weeks after conclusion of the contract, ICSL may adjust the price accordingly.
5.3 The customer shall pay a deposit or advance payment equal to one third of the order value, unless otherwise agreed in writing between the parties or in the offer. ICSL is obliged to perform only if the payment is received on time.
5.4 Fees arising from service agreements (product rental, maintenance, software licence agreements, etc.) are always payable annually in advance.
5.5 Agreed fees (deposit or advance payment, outstanding purchase price, rental charges, software and/or maintenance fees, etc.) must be transferred to ICSL's account within 14 days of receipt of the respective invoice (or order confirmation), with the customer bearing transaction costs.
5.6 Any agreed prompt-payment discount always applies to the net invoice amount and requires full settlement of all customer liabilities due when the discount is granted. Unless otherwise agreed, discount periods begin on the invoice date.
5.7 In the event of late payment, even where not at fault, the customer shall reimburse ICSL for reminder and collection expenses and all other costs necessary for appropriate legal enforcement, provided these are proportionate to the claim pursued. In particular, where a collection agency is engaged, the customer shall reimburse ICSL's resulting costs insofar as they do not exceed the maximum collection agency fees under the BMWA regulation. Any further damage must also be compensated, particularly higher interest incurred on ICSL credit accounts due to non-payment, irrespective of fault for the delay. ICSL may also charge default interest of 12% p.a. on the gross invoice amount from the due date (see also 6.6).
5.8 If a customer with an ICSL service agreement is in payment default, ICSL may suspend the agreed services after issuing a reminder, granting a 2-week grace period and warning of suspension. The customer remains obliged to pay the agreed service fees until expiry of the period during which termination has been waived.
5.9 In the event of payment default, ICSL reserves the right, after first reminding the customer, to inform Kreditschutzverband von 1870 (KSV). The customer's name, date of birth, address and outstanding balance will be forwarded to the KSV von 1870 trade credit database.
5.10 The customer must raise objections to invoiced claims within 30 days of the invoice date; otherwise the claim is deemed acknowledged.
5.11 The customer may not set off outstanding claims against ICSL.
5.12 The customer may not withhold or reduce payments on the basis of claims asserted against ICSL.
5.13 The customer is not entitled to the defence of insecurity or the defence of improper performance under §1052 ABGB.
6.1 Delivery dates not expressly agreed as binding are non-binding. A binding delivery period specified by ICSL begins once all technical and other relevant matters are clarified and the customer has fulfilled any conditions (export licences, customs declarations) and other obligations, including cooperation obligations (see 4.1, 5.3), particularly payment of the deposit or advance payment.
6.2 For non-binding delivery dates, delay occurs only after the customer has issued a reminder granting ICSL a reasonable grace period, that period has expired without performance, and the other statutory requirements for delay are met.
6.3 The place of performance for ICSL deliveries is ICSL's registered office. The place of performance for ICSL services is determined by the relevant contract; in cases of doubt, ICSL's registered office applies.
6.4 When goods are ordered, ICSL determines the shipping route, means of transport and carrier unless otherwise agreed. ICSL arranges insurance or additional packaging, protective and/or transport aids during transit only at the customer's request or instruction and expense.
6.5 In the event of force majeure, both parties' contractual obligations are suspended. Force majeure also includes labour disputes at either party's or third-party businesses, transport delays, machinery breakdown, production outages for which ICSL is not responsible, governmental measures and other circumstances for which neither party is responsible.
6.6 The customer shall accept goods immediately once notified that they are ready for dispatch. If the customer delays acceptance or refuses delivery, the customer shall compensate ICSL. ICSL may insist on acceptance and claim reasonable compensation for resulting expenses (transport, handling and storage costs). (For further consequences of default, see 5.6.)
6.7 Risk passes to the customer upon handover to the carrier or commencement of storage.
6.8 If shipping or delivery is delayed at the customer's request, for reasons attributable to the customer or due to force majeure, risk passes to the customer for the duration of the delay from the date the goods are ready for dispatch.
6.9 The customer shall accept delivered items even if they are subject to complaints. Partial deliveries are permitted.
7.1 Goods remain ICSL's property until the purchase price and all associated costs and expenses have been paid in full, unless expressly agreed otherwise in writing with the customer.
7.2 The customer shall take all legal measures to secure and protect ICSL's property; in particular, resale, pledging, transfer by way of security, other disposal, alteration or processing of the goods is prohibited. (In this case, clauses 7.3 to 7.8 do not apply.)
7.3 Following individual agreement with ICSL and the customer's signature of an ICSL reseller agreement or other sales or distribution agreement, the customer may sell goods subject to retention of title in accordance with that agreement and clauses 7.4 et seq. of these GTC.
7.4 If the customer resells goods subject to retention of title, the purchase price claim against the customer's buyers, including all security, is hereby deemed assigned to ICSL.
7.5 At ICSL's request, the customer shall immediately notify its buyers of the assignment to ICSL and provide ICSL with the documents required for collection.
7.6 The customer may collect claims arising from resale. This authority ends upon revocation by ICSL and, at the latest, upon payment default, an application to open insolvency proceedings over the customer's assets or refusal to open proceedings for lack of assets. ICSL will revoke only if, after conclusion of the contract, it becomes apparent that its payment claim under this or other contracts is jeopardised by the customer's inability to pay.
7.7 If the customer defaults wholly or partly on one or more payments, suspends payments, is the subject of an application to open insolvency proceedings, or proceedings are refused for lack of assets, the customer may no longer dispose of goods subject to retention of title.
7.8 In such cases, ICSL may withdraw from the contract and the reseller or other sales or distribution agreement without first granting a period for performance. Even without withdrawal, ICSL may demand return of the goods subject to retention of title or revoke the customer's authority to collect resale claims.
8.1 Existing know-how, ideas, inventions and patents contributed to the development of the relevant contractual deliverable, or developed during its provision, remain ICSL's exclusive intellectual property.
8.2 The content and concept of ICSL's offer remain ICSL's intellectual property, and ICSL alone holds all usage rights. If no contract is concluded, the customer shall return all project documents and work products. Even if a contract is concluded, the customer may not reproduce the offer or other project documents or disclose them to third parties without ICSL's express written consent. Conversely, ICSL will not disclose the offer's content and concept to third parties.
8.3 All project-related records, documents, work products and other materials transmitted to the other contracting party in any form remain the exclusive property of the transmitting party. The receiving party shall treat them as confidential, use them only for the duration of the contract and return them immediately on request. The confidentiality obligation ends five years after the relevant business relationship ends (or is governed by any individual or project-specific non-disclosure agreement). If, with ICSL's prior approval, the customer transfers contractual rights and obligations to a third party, the customer shall impose the stipulated confidentiality obligation on that party.
8.4 Where ICSL's performance is based on information, documents or plans supplied by the customer or third parties connected with the customer, the customer shall ensure that all copyright permissions necessary to use the work are obtained.
8.5 Upon fulfilling their financial obligations under the contract, the customer receives the following usage rights for its duration:
a) a non-exclusive, non-transferable permission to use all ICSL ideas, know-how and inventions relevant to contract performance, whether patented or not, to fulfil the contractual purpose and no other purpose;
b) the right to use ICSL hardware and other results, materials and documentation relevant to contract performance, with the customer obliged to treat all project documentation supplied by ICSL as confidential; and
c) a non-exclusive, revocable, non-transferable, limited right to use any contractual software and updates, features, new technologies, associated documentation and similar items created in the course of its use, on the hardware defined in the relevant customer contract by type, quantity and installation location. “Use” includes, in particular, installation and execution of contractual software by the customer. The customer shall comply with the applicable licence terms and usage conditions for any software, whether ICSL's own or third-party software offered by ICSL, and refrain from distributing or copying it. The customer shall indemnify and hold ICSL harmless against breaches.
8.6 The customer is not entitled to any other form of use, particularly publication, distribution or disclosure to unauthorised third parties, or sublicensing with or without payment, unless expressly agreed otherwise in the relevant offer or contract. Nor may the customer reverse-convert (decompile) software components, even in part, or develop similar components using them as a template. Compliance is an essential contractual obligation. In the event of breach, the customer shall pay a minimum contractual penalty of 10 times the order value, without prejudice to further claims by ICSL or, for third-party software, other licensors.
8.7 The customer shall not remove, edit, alter or render illegible any ownership notices, trademarks, network identifiers or similar markings affixed to or included with the contractual items delivered.
8.8 ICSL confirms that it is unaware of any circumstances, particularly third-party intellectual property rights, that would impede or prohibit the development, manufacture or sale of the contractual items.
8.9 If a claim is made against the customer for infringement of third-party intellectual property rights during normal use of a contractual item, the customer shall inform ICSL immediately (within two working days) in writing. The customer shall refrain from statements, admissions or settlement proposals to the claimant. ICSL will defend the claim or modify the item accordingly. If the customer is permanently prohibited from using the product as contracted because it infringes existing third-party rights, ICSL will, depending on economic feasibility, modify the item to avoid infringement or acquire the necessary rights for the customer. If this is not possible with reasonable effort, the customer shall, at ICSL's request, immediately return the original and any copies, including supplied documentation. This exhaustively governs all customer claims concerning infringement of industrial property rights and copyright, excluding any further obligation on ICSL.
8.10 Apart from the preceding provision, ICSL accepts no liability for agreements or settlements concluded by the customer without ICSL's express written consent or for proceedings that also concern products other than those sold and manufactured by ICSL.
8.11 The customer shall indemnify and hold ICSL harmless against infringement of third-party intellectual property rights relating to: contractual items created exclusively from the customer's drawings, plans or other specifications; components, parts and similar items supplied to ICSL by the customer; and claims arising from installation, use, development or modification of the contractual item by the customer or a third party commissioned by the customer.
9.1 ICSL warrants that the contractual item is operational on the delivery date and has the characteristics expressly stipulated in the contract or otherwise ordinarily expected. Information in brochures, catalogues and other sales material binds ICSL only if expressly referenced in the order confirmation. ICSL is not obliged to provide additional characteristics. Representations in test programmes, product and project descriptions, presentations and similar materials do not constitute assurances of characteristics. Such assurances require express written confirmation. ICSL warrants the integrity (unalterability), reproducibility and confidentiality of uploaded documents insofar as these are within ICSL's control.
9.2 The customer shall inspect the contractual item for defects immediately upon receipt and report any defects to ICSL in writing and in detail within 14 working days. Hidden defects discovered later must be reported immediately. Failure to comply with inspection and notification obligations forfeits the customer's warranty claims, claims for damages due to the defect and claims based on a mistaken belief that the item was free from defects.
9.3 In the event of a complaint, the customer shall immediately give ICSL an opportunity to inspect the goods concerned. On request, the goods shall be sent to ICSL at ICSL's expense. If a complaint is unjustified, the customer shall, at ICSL's request, reimburse the costs of inspection (transport and inspection costs).
9.4 Where a defect is attributable to ICSL, ICSL will remedy it by repair or replacement at its discretion. Rescission and price reduction are available only at ICSL's discretion. If new parts used in a repair increase the goods' fair market value, the customer shall reimburse ICSL for that increase.
9.5 The warranty period is twelve months from handover unless otherwise agreed in writing. The warranty period may vary by product.
9.6 The customer bears the burden of proving that the defect existed at handover, including during the first 6 months thereafter. The reversal of the burden of proof under §924 sentence 2 ABGB is therefore excluded.
9.7 Any further customer warranty claims are excluded, particularly compensation for damage not occurring to the contractual item itself. This does not apply where liability is mandatory in cases of intent, gross negligence or absence of assured characteristics. Compensation for claims and losses that do not arise from the defect in the goods itself but are consequences of that defect is excluded.
9.8 In all cases, no warranty is provided, among other things, for faults, malfunctions or damage outside ICSL's control; unsuitable or improper use or handling; installation or commissioning by the customer or a third party; failure to observe installation requirements and operating conditions; natural wear and excessive use; unsuitable operating materials or processing by the customer using products from other sources; infringement of third-party rights resulting from manufacture and delivery by ICSL according to customer drawings and specifications; programme changes, additions or other interventions by the customer or third parties; software infection by computer viruses at the customer's premises or impaired programme execution caused by changes to the customer's system; use with products and/or software from other sources; unsuitable organisational tools and data media; network connection failure; transport damage, etc. Furthermore, ICSL does not warrant that supplied software meets all customer requirements (unless expressly agreed in writing as part of the contract), that programmes/software run continuously and without errors, that the offered software works with the customer's other programmes, or that all software errors can be corrected.
9.9 The warranty expires immediately if, without ICSL's written consent, the customer or a third party not expressly authorised modifies, repairs or adapts the contractual item. Invoices for such work will not be accepted.
9.10 ICSL may restrict access to services where required to ensure network security, maintain general service operation and network integrity, particularly to prevent serious disruption to the network, software or stored data.
9.11 The customer is familiar with the contractual item's essential functional characteristics and has informed themselves of all necessary circumstances and potential risks associated with IT projects generally and the specific project in particular. Any uncertainties have been discussed with ICSL staff or qualified third parties before conclusion of the contract. The customer therefore bears the risk that the item meets their wishes and needs, that the necessary system requirements are in place and that it is compatible with their infrastructure.
10.1 ICSL is liable only for damage to the delivered goods themselves where intent, gross negligence or culpable breach of material contractual obligations is proven, but not for damage attributable to ICSL's slight negligence. Other and further customer claims against ICSL, particularly for lost profit, lost savings, consequential damage caused by defects, financial losses, lost interest and damage arising from third-party claims, including product liability claims, are excluded in all cases.
10.2 Damages are limited to three times the order value, subject to a maximum of €10,000.00, unless otherwise agreed in writing between the parties. Order value means the fee for delivery of the contractual item.
10.3 Liability for personal injury and statutory product liability remain unaffected by the preceding provision.
10.4 In particular, ICSL is not liable for the consequences of disruption or interruption caused by unforeseen and exceptional circumstances, such as force majeure, labour disputes at its own or third-party businesses, transport delays, machinery breakdown, production outages not attributable to ICSL, governmental measures, interruptions or other defects in direct or indirect network connections, third-party actions within the network, other circumstances for which neither party is responsible, or necessary and appropriate technical measures (e.g. maintenance).
10.5 ICSL is obliged to perform regular data backups to the necessary extent. In particular, ICSL shall protect systems under its control against unauthorised viewing, storage, modification and other unauthorised access and attacks of any kind by third parties. ICSL takes appropriate measures to the necessary extent in accordance with the latest proven technology, particularly protection against viruses and other malicious programmes or routines and other measures to protect the infrastructure. However, ICSL is not responsible if someone succeeds in unlawfully obtaining and further using these data. The customer acknowledges that not every possible form of attack can be prevented, particularly future attack methods not yet known, and that ICSL's responsibility extends only to customary and reasonable industry practices. In particular, not all network components are under ICSL's control, and ICSL cannot secure or influence the customer's devices, the applications running on them or the network to which the customer is connected.
10.6 ICSL supplies certain products only to military organisations, police units, government agencies and governments (see ICSL's product and service catalogue for details), exclusively for professional use. If, despite ICSL's notice, a customer uses such a product for other purposes, the customer shall indemnify and hold ICSL harmless against all resulting damage and/or third-party claims.
10.7 The customer shall comply with all applicable directives, regulations and laws of the Republic of Austria and the laws of the country in which the product or service is used, including but not limited to anti-corruption, anti-mafia and anti-terrorism laws, rules combating corruption and money laundering, and data protection and data security laws. The customer shall not impair public networks in any way. ICSL is not liable if the customer fails to comply.
10.8 Where use of ICSL products or services requires a device to be provided by the customer, ICSL is not liable for that device's functionality.
10.9 ICSL operates its services with the utmost care, reliability and availability in mind. However, beyond §9 of the Product Liability Act, ICSL does not warrant uninterrupted access, that desired connections can always be established, or that stored data will be preserved under all circumstances.
10.10 ICSL exercises the utmost care and follows the current state of the art when installing and/or testing firewalls. ICSL expressly notes that absolute security (100%) cannot be guaranteed for firewall systems. ICSL's liability under warranty or for damages arising from circumvention or disabling of the firewall installed at the customer's premises is therefore excluded.
10.11 ICSL is not obliged to examine uploaded and/or transmitted data and documents for content, accuracy or completeness and accordingly is not liable for these, or for the content and completeness of data and documents made accessible through ICSL's services. ICSL is not liable for third-party actions within the network and accepts no responsibility for damage third parties cause to the customer during network operation or through its failure.
10.12 Claims for damages become time-barred within the period specified in 9.5. Statutory limitation periods apply to intentional breaches, grossly negligent breaches of duty, fraudulent concealment of defects and claims under the PHG.
10.13 Any limitation of liability also applies to the personal liability of ICSL's staff, employees, representatives and persons engaged in performance of its obligations.
11.1 If the customer has individually agreed with ICSL to receive a product for testing and is late returning test devices or systems supplied for limited use or a short test period, ICSL may, without prejudice to other agreements, charge a proportionate usage fee for the period exceeding the agreed test period.
11.2 This usage fee is based either on the customary useful life or warranty period of the supplied device. Devices and systems requiring special commissioning by the customer — for example, personalising smartcards by recording fingerprints on the device itself — restrict ICSL's ability to reuse and resell them. In such cases, ICSL may invoice the full agreed price under the price list or agreement and leave the devices permanently with the customer for further use.
12.1 Transfer by the customer of contractual rights and obligations to third parties, or transfer of the entire contract, requires ICSL's prior express written consent. This also applies to other grants of rights, such as licensing and sublicensing, which are permitted only by individual written agreement with ICSL, e.g. a reseller agreement, and to any other factual or legal disposition of the contract in whole or in part.
12.2 If ICSL consents to further use of the services by third parties, the relevant rights and obligations pass to the third party. The customer nevertheless remains responsible to ICSL for all liabilities arising before transfer. The customer shall indemnify and hold ICSL harmless if the third party breaches the contract and hereby assigns to ICSL, as security for its payment claim, all claims arising from the transfer against the customer's buyer, including all security.
12.3 ICSL may, in its own name and for its own account, commission third parties to perform the contract or individual contractual services after notifying the customer, provided this does not prejudice the customer's interests.
12.4 ICSL may also assign individual rights arising from its contractual relationship with the customer to third parties under §§1392 et seq. ABGB (assignment of claims).
12.5 All contractual rights and obligations pass to the respective legal successor. Unless universal succession applies, each contracting party shall transfer the contractual rights and obligations to its legal successor.
13.1 Service agreements (e.g. product rental, software licence or maintenance agreements) are generally concluded for an indefinite period.
13.2 However, unless otherwise agreed in writing, both parties expressly waive termination before two (2) years have elapsed. The precise waiver period may vary according to the type of service.
13.3 Either party may terminate an indefinite service agreement by registered letter to the other party, giving 90 days' notice before expiry of the termination waiver period; the postmark date applies.
13.4 If the customer does not terminate the service agreement in time within the notice period above, it automatically renews for one (1) further year.
13.5 The foregoing does not affect the non-waivable right to terminate for good cause. Good cause includes, in particular, the other party's incapacity to act, breach of statutory provisions, or non-performance or defective performance of the contract. ICSL may in particular terminate due to the customer's death, payment default despite a grace period, failure to pay deposits, advance payments or service fees or provide agreed security, suspected misuse of services, serious failures to fulfil cooperation obligations, or breach of other material obligations. ICSL is then entitled to payment for all services up to termination and reimbursement of subsequent idle time or wasted expenditure.
13.6 Changes to ICSL's company or brand name or ownership do not constitute good cause and therefore do not entitle the customer to extraordinary termination.
13.7 If a party wishes to end the contract early for other reasons, it is deemed terminated upon the other party's written acceptance of the declaration, subject to the conditions in the following paragraph.
13.8 If the customer ends the contract early and ICSL accepts, ICSL is entitled to the recurring fees (licence fees and fees for other agreed services) that would have remained payable during the termination waiver period or until expiry of the fixed term, plus a one-off compensatory payment for benefits granted (e.g. discounts for an agreed termination waiver), unless the customer proves that ICSL is at fault through gross negligence or intent for the early termination. The compensatory payment is specified in ICSL's current price list.
13.9 Even after full performance by both parties and termination of all continuing contractual relationships, the provisions on confidentiality, data protection and information obligations remain in force for a further five years. The same applies mutatis mutandis if the contract ceases to exist for other reasons.
14.1 If the customer exports goods, the customer is responsible for complying with applicable national and international import and export laws. In particular, the customer shall obtain the relevant export licence at their own expense.
14.2 When entering other countries, whether EU or third countries, the customer shall comply with the destination country's applicable laws relating to products offered by ICSL. If the customer fails to do so, the customer shall indemnify and hold ICSL harmless against all resulting consequences.
14.3 If the customer is based outside the EU, ICSL's delivery obligation is subject to permissibility under Austrian and applicable international import and export laws.
15.1 If a customer not resident in Austria (foreign buyer), or their representative, collects goods or transports or dispatches them to a third country, the customer shall provide ICSL with the proof of export required for tax purposes.
15.2 If this proof is not provided, the customer shall pay VAT on the invoice amount at the Austrian rate applicable to the exported delivery.
15.3 For deliveries from Austria to other EU Member States, the customer shall provide ICSL before delivery with the VAT identification number under which the customer accounts for intra-EU acquisition VAT. Otherwise, the customer shall pay the VAT owed by ICSL in addition to the purchase price.
16.1 ICSL also offers customers the option to lease certain ICSL products.
16.2 ICSL offers leasing in cooperation with a leasing partner, which determines the terms. ICSL therefore cannot guarantee that a lease will be concluded; this depends particularly on the customer's creditworthiness.
16.3 ICSL's calculation of potential lease instalments is non-binding. Instalments are calculated individually based on factors such as creditworthiness, lease duration and product value.
16.4 If the customer chooses leasing, the customer consents to their data (name, address, etc.) being disclosed to ICSL's partner company to assess whether a lease can be concluded. The customer also consents to a credit check by that company.
16.5 ICSL is not liable for claims arising from the lease.
17.1 These data protection provisions apply to all products, services and websites of ICSL, affiliated companies and partner companies.
17.2 ICSL collects personal data only when and to the extent that the customer knowingly and voluntarily supplies them through active input. Such data are processed and used only insofar as necessary to provide the service and handle enquiries or orders and as required or permitted by law.
17.3 Personal data are used for advertising, particularly as a reference on ICSL's website at www.icsl.at with the company name and logo, and for designing ICSL's services only where the customer has expressly consented.
17.4 The customer may withdraw consent at any time.
17.5 Data are disclosed to third parties without customer consent only where ICSL is legally obliged to do so. These data are not linked with other data.
17.6 The customer may request information at any time free of charge about data stored by ICSL, meaning data voluntarily provided as part of an enquiry or order. The customer may also request deletion of personal data supplied to ICSL at any time, except for data forming the basis of an existing business relationship. A written request to ICSL (email or ordinary letter) is sufficient to request deletion.
17.7 The contracting parties shall comply with applicable data protection provisions and take the necessary security measures within the meaning of §14 DSG 2000.
If any of the preceding provisions is or becomes invalid, the remaining provisions remain valid. Invalid provisions shall be replaced by rules that most closely reflect the contract's economic purpose while reasonably safeguarding both parties' interests.
19.1 The Vienna Commercial Court has jurisdiction over all disputes arising from contracts with the customer. ICSL may also sue the customer at the customer's general place of jurisdiction.
19.2 The parties' legal relations are governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods.