Terms and Conditions

1. Scope

These Terms and Conditions (“Terms”) apply to all present and future contracts for services provided by Suppe Labs – Daniel Djogic, sole proprietorship, Lange Gasse 73a, 2491 Neufeld an der Leitha, Austria (“SUPPE LABS”), with businesses (“Client”).

SUPPE LABS contracts exclusively with businesses. Consumers are not covered by these Terms. Deviating, conflicting or supplementary terms of the Client apply only if SUPPE LABS expressly confirms them in text form.

For digital products acquired through a merchant of record or authorised reseller, the relevant reseller’s terms prevail for the purchase process, payment, invoicing, applicable sales taxes, payment reversals and refund process. The applicable supplier, product or licence terms govern use, licence, permitted use, IP, product access and product-specific obligations. These Terms apply to such products only where expressly stated and where they do not conflict with those product-specific or reseller terms.

2. Contract formation

Offers from SUPPE LABS are non-binding unless expressly stated otherwise. A contract is formed when the Client accepts an offer or SUPPE LABS confirms the order in text form. Text form for the purposes of these Terms includes email.

Individual agreements take precedence over these Terms. Otherwise, the offer, order confirmation and these Terms, in that order, determine the contract. The scope, timing, remuneration and project-specific requirements are set out in the applicable offer or statement of work.

3. Services and delivery

SUPPE LABS provides services including AI automation, process and systems design, app and web-app development, digital products, dashboards, portals and technical consulting. A particular commercial result, cost saving or suitability for an undisclosed purpose is owed only where expressly agreed in text form.

Where services rely on AI systems, third-party software or integrations, their technical limitations, availability and changes may affect the result. AI outputs may be incomplete or incorrect; no guarantee is given as to factual accuracy or commercial results. The Client must not use AI outputs for legal, financial or other business-critical decisions without appropriate human review. Client data is shared with external AI providers only in the agreed technical setup and under applicable data-protection arrangements.

Special regulatory, sector-specific or client-specific requirements, particular security standards, compliance requirements or accessibility requirements are owed only where they were disclosed to SUPPE LABS before contract formation and expressly included in the offer or statement of work. Accessibility designed to meet legal requirements relevant to the particular Client is therefore owed only where agreed.

4. Client cooperation

The Client shall provide all complete and accurate information, content, access, contacts and decisions required for delivery in a timely manner. The Client shall notify SUPPE LABS in time of business-critical systems, special regulatory requirements and client-specific compliance requirements. The Client warrants that it may lawfully use and provide all data and content shared with SUPPE LABS.

Before work on productive Client systems, the Client is generally responsible for an adequate current backup unless backup is expressly part of the agreed scope. Access must be restricted to necessary permissions, granted according to the least-privilege principle where possible, and transferred securely. Access no longer required must be withdrawn promptly after the project ends.

Delays or additional work caused by missing, late or inadequate cooperation are not the responsibility of SUPPE LABS. Agreed timelines will be extended appropriately, and additional work is payable at the agreed rates or, where none are agreed, at the customary rate.

5. Changes to scope

Any change request after contract formation is subject to review by SUPPE LABS. Where a change affects scope, remuneration, timelines or technical prerequisites, those effects must be agreed in text form before implementation. SUPPE LABS is not obliged to implement the change before then.

6. Fees and payment

Fees are set out in the applicable offer. Unless otherwise agreed, invoices are due within 14 days of their date without deduction. All prices are in euro. VAT is shown and charged only where legally required.

For project services, an appropriate down payment may be agreed before work begins. SUPPE LABS is not required to start work until an agreed down payment has been received. The final invoice is issued on completion or acceptance. Ongoing instalment invoices are due only where expressly agreed in the applicable offer.

In the event of late payment, statutory consequences of default apply. SUPPE LABS may charge reasonable reminder and collection costs and, after notice, withhold further services until due amounts are paid.

7. Third-party services

Costs and contracts for domains, hosting, cloud services, AI models, licences, integrations, payment providers or other third-party services are included only where expressly stated in the offer. Otherwise, the Client contracts directly with and bears the costs of the relevant provider.

SUPPE LABS may use suitable qualified subcontractors to deliver the services. They receive confidential information only where necessary for delivery and are subject to appropriate confidentiality, agreed security requirements and applicable data protection law. Where SUPPE LABS acts as a processor under Art. 28 GDPR, the use of further processors is governed by the separate data processing agreement.

8. Acceptance and defects

Where acceptance is agreed, the Client shall inspect the deliverables within ten business days of provision and notify SUPPE LABS in text form of any material defect, describing it specifically and, where possible, reproducibly. If no substantiated notice is given within that period or the deliverable is put into productive use, it is deemed accepted.

For justified defects, SUPPE LABS may choose to remedy or replace within a reasonable period. Minor deviations that do not materially impair the agreed use do not give rise to defect claims. The inspection period does not affect statutory defect rights for defects that could not have been identified on a reasonable inspection. Statutory inspection and notice obligations, in particular § 377 UGB where applicable, remain unaffected.

If deliverables are changed by the Client or a third party after provision, warranty or defect rights are restricted only to the extent that the change caused or is relevant to the asserted defect.

9. Intellectual property and use rights

Upon full payment, the Client receives a non-exclusive, worldwide and perpetual right to use the deliverables specifically identified in the offer for its own business purposes, unless otherwise agreed. Any transfer, sublicensing, resale or use for third parties requires SUPPE LABS’ prior written consent.

Pre-existing components, frameworks, methods, templates, libraries, know-how and generally reusable building blocks remain the property of SUPPE LABS. Open-source and third-party components remain subject to their respective licence terms.

Delivery of source code, complete technical or deployment documentation, internal development materials, build systems or internal tools is owed only where expressly agreed in the offer or statement of work. An agreed handover takes place only after full payment, to the extent permitted by law and unless otherwise agreed.

10. Confidentiality and data protection

Each party shall treat the other party’s non-public business, technical and commercial information as confidential and use it only to perform the contract. This does not apply to information demonstrably already public, made public without breach, lawfully known to the recipient, lawfully obtained from a third party or independently developed. Where disclosure is required by law, authority or court, the affected party shall, where legally permitted, inform the other party in advance. This obligation continues after the contract ends.

Where SUPPE LABS processes personal data solely on the Client’s behalf, the parties will conclude a data processing agreement under Art. 28 GDPR before processing begins.

The Client remains responsible for the lawfulness of its processing, for ensuring that SUPPE LABS receives lawful instructions and for the required legal bases for personal data provided to SUPPE LABS.

11. Liability

SUPPE LABS has unlimited liability for intent, gross negligence, personal injury and mandatory statutory liability. In cases of slight negligence, SUPPE LABS is liable only for breach of essential contractual obligations and only for the typically foreseeable damage.

The foregoing liability rules remain unaffected. To the extent permitted by law, liability for lost profits, indirect loss and consequential loss is excluded. For data loss, compensation is limited to the typical recovery effort where the Client has carried out proper and regular data backups, unless backup is expressly part of the agreed scope. For the availability or change of third-party services, SUPPE LABS is liable only under the foregoing liability rules and where the cause is attributable to SUPPE LABS.

12. Term and termination

Project contracts end upon full delivery of the agreed services. Continuing-service contracts may be terminated by either party on 30 days’ written notice to the end of a calendar month, unless otherwise agreed in the offer. The right to terminate for cause remains unaffected.

Upon termination, services already provided, bindingly commissioned work and non-cancellable third-party costs remain payable.

13. Force majeure

Events outside a party’s reasonable control, including natural events, governmental action, infrastructure or third-party outages, cyberattacks, industrial action or comparable disruption, release the affected party from the affected obligations for the duration and extent of their impact. The parties shall inform each other without delay and coordinate next steps.

Cyberattacks or infrastructure disruptions qualify as events outside reasonable control only where they could not have been prevented despite appropriate technical and organisational measures and are not based on an attributable breach by the affected party.

14. Final provisions

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by law, the court having subject-matter jurisdiction at the registered seat of SUPPE LABS has exclusive jurisdiction.

If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain unaffected. The statutory provision replaces the invalid or unenforceable provision.