DIOVIS

Legal

Terms and Conditions – B2B IT Services

Last updated: 30 October 2026 · Version 1

Contracting party: Diovis e.U., proprietor Dean-Silviu Mitco, Eisenstraße 13, 4460 Losenstein, Austria. Companies Register court: Landesgericht Steyr. Companies Register number: FN 691692w.

Section 1 – Scope and order of precedence

  1. These T&C apply exclusively to business customers (B2B) in respect of IT, software, automation, network and maintenance services and supplementary website and agency services provided by Diovis. Consumer contracts are not covered by this version.
  2. The specific services, fees and dates are defined by the relevant written offer, statement of work and project or maintenance agreement. Individually agreed terms take precedence over these T&C.
  3. The customer's deviating terms apply only if expressly agreed. These T&C must be brought to the customer's attention before the agreement is concluded and expressly incorporated into that agreement.

Section 2 – Offers and conclusion of agreements

  1. A specific offer describes the scope, deliverables, exclusions, fee, payment schedule, term or deadlines and cooperation obligations. Whether it is binding and how long it remains valid are stated in the offer.
  2. An engagement is formed by documented acceptance of an offer or a separate agreement.
  3. Cost estimates must be clearly labelled. There is no automatic agreement to charge for exceeding package prices. Additional services and costs are approved through a documented change request before work starts.

Section 3 – Scope of services and customer cooperation

  1. Only the services individually agreed are owed. They may include business process automation, custom web and desktop applications, interfaces, AI integrations, data preparation and IT infrastructure work. Other services must be stated in the relevant engagement.
  2. Services not expressly included (such as ongoing licence fees, hosting, maintenance, new features or external specialist works) are not automatically included in the project fee.
  3. The customer provides agreed information, contact persons, access and approvals on time and is responsible for the factual correctness of materials and the authority to provide the relevant data and content.
  4. Credentials must be exchanged only through agreed secure channels. Required permissions are returned, restricted or revoked at the end of the engagement as agreed.

Section 4 – Third-party providers, cloud services and specialist works

  1. As a general rule, the customer orders and pays for hosting, domains, OpenAI/Anthropic API accounts, cloud software and other recurring third-party services in its own accounts, unless otherwise agreed for an individual project.
  2. Third-party availability, pricing, terms and intellectual property are governed by their respective providers. Diovis does not give a general guarantee that such services will remain unchanged.
  3. Electrical or cabling works requiring a separate trade authorisation are not performed by Diovis itself. If needed, an appropriately authorised specialist company may be engaged by prior arrangement; the contractual relationship, appointment and cost allocation will be established in advance.
  4. Where personal data are processed, sub-processors will be engaged only in compliance with any required data processing agreement.

Section 5 – Fees and payment

  1. Fees are determined by the offer. Diovis typically offers packages or fixed fees for clearly defined projects and, where agreed, hourly rates for additional work and support.
  2. Where expressly agreed in the engagement, the standard payment schedule is 50% upon order acceptance and 50% after go-live. For larger projects, a 50% / 30% / 20% milestone schedule may be individually agreed. The corresponding milestones and payment triggers are defined in the specific engagement; that individual agreement prevails.
  3. Unless otherwise stated in the offer, the payment term is 14 days from the invoice date.
  4. Diovis currently applies the Austrian small business VAT exemption. Supplies covered by that exemption are invoiced without Austrian VAT being charged (section 6(1)(27) Austrian VAT Act). Cross-border supplies and any change in VAT status are invoiced in accordance with the applicable tax law.
  5. Chargeable additional services and changes must be documented and approved before implementation.

Section 6 – Timelines, review and changes

  1. Binding deadlines and milestones must be expressly stated in the engagement. Delays caused by insufficient or late customer cooperation may require a documented change of schedule.
  2. Changes to the agreed scope, technical prerequisites or acceptance criteria require a separate agreement (change request). Any price and schedule implications must be communicated before implementation.

Section 7 – Delivery, go-live and acceptance

  1. For work capable of acceptance, deliverables and acceptance criteria are defined in the engagement. The customer is given the opportunity to check the agreed criteria, and the results are documented in an acceptance record.
  2. Go-live and acceptance can be separate events. Fee milestones are governed by the relevant agreement.
  3. Deviations are documented and handled in accordance with the applicable legal and contractual obligations.

Section 8 – Accompanied introduction period

  1. The agreed project package includes an accompanied introduction period of 14 calendar days from the agreed go-live date, covering the functions agreed in the project and their use.
  2. This covers questions concerning the use and agreed functions and reasonable assistance with initial use. No fixed number of questions or training hours is promised or capped; the service remains limited to the purpose of introducing the agreed deliverable.
  3. New functionality, additional integrations, materially new requirements or separate further development are not included and require a new engagement. Mandatory statutory defect rights remain unaffected.
  4. The introduction does not establish uninterrupted availability or a response commitment independent of a separate SLA. Specific support windows, response commitments, rates and any night emergency service are defined exclusively in the separate customer agreement.

Section 9 – Copyright, software licence and source code

  1. Unless otherwise agreed, Diovis retains its rights in its own pre-existing and reusable components and any source code not expressly supplied. Third-party rights and open-source licences remain unaffected.
  2. After full payment, the customer is generally granted a non-exclusive, perpetual right to use the delivered software for the expressly agreed business purpose. Territorial, functional and organisational scope must be specified in the project agreement where necessary.
  3. Source code delivery, exclusive exploitation rights, separately negotiated modification rights and resale rights are not automatically included. Such rights can be expressly agreed for an additional fee.
  4. Mandatory rights of lawful software users remain unaffected; in particular, statutory use and interoperability rights are not excluded wholesale.
  5. Customer names, logos, project details or results may be used as references only after the customer's prior express approval.

Section 10 – Maintenance and support

  1. Ongoing maintenance, on-call services, monitoring and response guarantees arise only under a separately and expressly agreed maintenance/support contract with a service level agreement (SLA). Completion of a software project alone does not provide any right to a 24/7 emergency service.
  2. Service windows, reporting channels, incident classes, response commitments, absence cover and hourly rates (including an optional critical night service) are defined in the particular maintenance agreement.
  3. An agreed response time concerns only the first qualified response, not a guarantee that the issue will be resolved in the same period.

Section 11 – Security, AI services and confidentiality

  1. Each party treats confidential project information and credentials confidentially according to their sensitivity. Disclosure to authorised staff or service providers is limited to what is necessary and lawful.
  2. For AI integrations, permitted data types, providers, human review requirements, technical limitations and responsibilities are defined in the engagement. AI-generated content is not inherently error-free; agreed performance obligations and review duties depend on the specific contract.
  3. Any security measures actually promised are documented, where appropriate, in a technical and organisational measures (TOM) annex. Unverified measures do not become implemented merely because these T&C mention them.

Section 12 – Data protection

  1. Each party complies with the data protection rules applicable to its role. If Diovis processes personal data on behalf of the customer, an appropriate Article 28 GDPR data processing agreement, with suitable TOMs and sub-processor arrangements, must be in place before processing begins.
  2. The website privacy policy describes processing in connection with visiting Diovis online services; it does not replace a project-specific data processing agreement or privacy arrangements for customer systems.

Section 13 – Defect rights and liability

  1. Rights and obligations relating to defects are governed by applicable law and valid individual agreements. Specific characteristics, testing procedures and any service levels are defined in the engagement.
  2. Liability is governed by applicable law and any legally reviewed and effectively agreed restrictions.

Section 14 – Late payment

  1. Late payment is governed by the applicable law, including statutory interest and recoverable debt collection costs in business transactions.
  2. Any suspension of further services is permitted only where lawful and validly agreed.

Section 15 – Term and termination

  1. One-off projects are completed according to the specific delivery and acceptance model. The duration, notice periods and consequences of terminating ongoing maintenance are set out in the relevant maintenance contract.
  2. Handover, data return, revocation of access rights, documentation and ongoing software use rights are governed by the specific engagement and any required data processing agreement.

Section 16 – Governing law, jurisdiction and languages

  1. Austrian law is intended to apply to B2B contracts insofar as effectively agreed and not contrary to mandatory law.
  2. Statutory jurisdiction rules apply.
  3. These T&C are available in German and English. In the event of inconsistencies, the German version is intended to prevail, provided that this rule has been validly incorporated into the individual agreement and does not conflict with mandatory law.