TERMS AND CONDITIONS

1.1. These General Terms and Conditions (GTC) apply to all current and future offers, contracts, deliveries and services of Z.E.U.S Smart Solutions FlexCo, Steyeregg 268, 8551 Wies, Austria, company register number FN 667252 d, VAT ID ATU82721609 (hereinafter referred to as “Z.E.U.S”).

1.2. These GTC apply exclusively to entrepreneurs within the meaning of the Austrian Commercial Code (UGB) and to legal entities under public law. Contracts with consumers are concluded only on the basis of separate agreements complying with mandatory consumer protection provisions.

1.3. Conflicting or deviating business, purchasing or contractual terms of the client apply only if Z.E.U.S has expressly agreed to their validity in text form. Performance without reservation does not constitute consent.

1.4. Individual agreements in the offer, order confirmation or a separate contract take precedence over these GTC. Unless otherwise provided therein, these GTC apply additionally.

1.5. The current version is available on the Z.E.U.S website before conclusion of the contract and can be saved. Amendments to these GTC apply to contracts already concluded only if agreed between the parties.

2.1. Z.E.U.S provides in particular consulting, development, design, software, electronics, sensor technology, prototyping, industrialisation, testing, documentation and regulatory services for technical systems, electronic products, wearables and medical devices. The specific scope of services is determined exclusively by the respective offer, order confirmation, requirements specification or other written project agreement.

2.2. Depending on the agreement, services may be provided as services, work products, deliveries, licences or a combination thereof. Unless a specific result is expressly owed, Z.E.U.S provides the service with customary professional care in accordance with the state of science and technology recognised at the time the contract is concluded, without guaranteeing a specific commercial, technical or regulatory outcome.

2.3. Concepts, prototypes, samples, test platforms and development stages serve testing purposes and, unless expressly agreed otherwise, are not intended for series operation, clinical use, placing on the market or safety-critical use.

2.4. Information on costs, dates, manufacturability, performance, service life, approval or series readiness is based on the information available at the respective time and constitutes a binding commitment only if expressly designated as such.

2.5. Z.E.U.S is entitled to use professionally qualified employees, affiliated companies and subcontractors to provide the services.

3.1. Offers by Z.E.U.S are non-binding unless expressly designated as binding. An order or commissioning by the client constitutes a binding offer and may be accepted by Z.E.U.S within 14 days.

3.2. The contract is concluded by written order confirmation, signature of a contract, express acceptance in text form or actual commencement of performance.

3.3. Offer documents, calculations, technical concepts, drawings and presentations remain confidential and the property of Z.E.U.S until the contract is concluded. Without prior consent, they may neither be reproduced nor made accessible to third parties or used for tenders or replicas.

3.4. Z.E.U.S may correct obvious errors, typographical, calculation and transmission errors in offers and order confirmations.

4.1. Projects may be divided into phases, work packages, milestones or sprints. Results of individual phases may be used as a basis for subsequent phases. Findings from development, testing, risk management or regulatory assessment may require adjustments to the further procedure.

4.2. Changes to the agreed scope of services require confirmation by Z.E.U.S in text form. Z.E.U.S is entitled to assess the impact on price, deadlines, resources, technical solution and services already performed before implementation.

4.3. Services outside the agreed scope, in particular additional variants, iterations, interfaces, tests, documentation, coordination, travel or revisions due to changed requirements, will be charged according to the agreed time and materials or, in the absence of an agreement, according to customary time and materials.

4.4. If, during processing, assumptions, specifications or information provided prove incomplete or technically unfeasible, Z.E.U.S will inform the client. Until a decision on the further procedure is made, Z.E.U.S may suspend the affected services; resulting consequences for deadlines and costs shall not be borne by Z.E.U.S insofar as Z.E.U.S is not responsible for the cause.

5.1. The client shall provide Z.E.U.S in good time with all information, requirements, data, samples, components, access, decisions, approvals and contact persons required for performance, completely and correctly.

5.2. The client shall review interim results, specifications, minutes and approval documents within the agreed period or, in the absence of an agreement, within ten working days, and shall approve them or communicate specific objections.

5.3. The client warrants that content, data, software, designs and components provided by it are free of third-party rights or may be used by Z.E.U.S in accordance with the contract. The client shall indemnify and hold Z.E.U.S harmless against justified third-party claims insofar as the claims are based on materials or instructions provided by the client.

5.4. Delays or additional expense resulting from late, incomplete or defective cooperation shall appropriately extend agreed deadlines and will be charged additionally.

6.1. Prices apply to the expressly agreed scope of services and are stated in euros plus statutory value added tax, duties, shipping, travel and ancillary costs, unless otherwise indicated.

6.2. Cost estimates are non-binding. Cost quotations are binding only if expressly designated as binding. Z.E.U.S will notify the client of foreseeable overruns of a binding cost quotation; necessary additional expense not caused by Z.E.U.S remains subject to remuneration.

6.3. Z.E.U.S is entitled to issue advance, partial and milestone invoices. Unless otherwise agreed, invoices are due without deduction within 14 days of the invoice date.

6.4. In the event of culpable default in payment, the statutory default interest for business transactions applies. Reasonable collection and recovery costs must additionally be reimbursed.

6.5. In the event of default in payment or justified doubts about solvency, Z.E.U.S may suspend further services until full payment or provision of appropriate security. Agreed deadlines shall be extended accordingly.

6.6. Set-off is permitted only against counterclaims that have been finally adjudicated or expressly recognised by Z.E.U.S. A right of retention exists only in respect of claims arising from the same contractual relationship.

7.1. Dates and deadlines are binding only if expressly agreed as binding. They commence only once the order has been fully clarified, all necessary cooperation has been provided and agreed advance payments have been received.

7.2. Deadlines shall be extended appropriately in the event of change requests, lack of cooperation, delays by suppliers or testing bodies, and events outside the reasonable control of Z.E.U.S, in particular force majeure, official measures, supply-chain disruptions, energy or internet outages, industrial disputes, illness or absence of essential specialists.

7.3. Partial performance and early deliveries are permitted insofar as they are reasonable for the client.

7.4. If performance becomes permanently impossible or economically unreasonable due to an event for which Z.E.U.S is not responsible, either party may withdraw in respect of the affected part of the service. Services already performed and non-cancellable third-party costs incurred must be remunerated.

8.1. Work and project services must be inspected immediately after provision. The client shall declare acceptance or submit a comprehensible written list of defects within ten working days.

8.2. The service is deemed accepted if the client does not report material defects within the inspection period, uses the service productively, processes it further, transfers it to third parties or approves a subsequent project phase based on the result. Immaterial defects do not prevent acceptance.

8.3. For divisible services, Z.E.U.S may require partial acceptance. Consulting, time-based and ongoing support services are deemed performed when rendered.

8.4. The statutory duties of inspection and notification apply to bilateral commercial transactions. Defects must be reported in text form immediately after discovery and with an adequate description.

9.1. Z.E.U.S warrants that the expressly agreed characteristics are present at the time of handover. Public statements, visualisations, drafts, samples or information outside the contractual documents do not establish any additional guarantee of characteristics.

9.2. For contracts between entrepreneurs, the warranty period is twelve months from handover or acceptance, unless mandatory law or an individual agreement provides otherwise. The statutory presumption under Section 924 of the Austrian Civil Code (ABGB) is excluded in business transactions.

9.3. Z.E.U.S must first be given the opportunity to improve or replace within a reasonable period. Z.E.U.S may choose the objectively and economically appropriate type of remedy. The statutory secondary remedies are available only if improvement or replacement fails, is refused or is unreasonable.

9.4. No warranty is provided for defects attributable to improper use, modifications by the client or third parties, unsuitable operating conditions, wear, unapproved components, incorrect client data or use outside the agreed intended purpose.

9.5. For third-party products, standard software, cloud services or purchased components, their licence, warranty and usage conditions apply additionally. Z.E.U.S assigns transferable claims against the respective provider to the client without thereby excluding its own mandatory warranty obligations.

10.1. Software services comprise only the platforms, versions, interfaces and operating environments described in the contract. Changes to operating systems, APIs, end devices, browsers or third-party services after acceptance are not part of the original service.

10.2. Care, maintenance, support, hosting, app-store support, security updates and adaptations to new platform versions are owed only if expressly agreed. Mandatory statutory update obligations remain unaffected.

10.3. Z.E.U.S may use customary open-source and third-party components. The respective licence terms apply to these components. The client receives only the rights granted by the respective rights holder.

10.4. The client is responsible for regular data backups appropriate to the risk unless data backup is expressly included in the scope of services of Z.E.U.S.

11.1. Regulatory, quality management, risk, verification, validation and documentation services by Z.E.U.S are professional consulting and support services. A specific classification, certification, CE marking, official approval, decision by a Notified Body or market authorisation is owed only if this is expressly and lawfully agreed; a positive outcome is not guaranteed.

11.2. The regulatory assessment is based on the information provided by the client, the agreed intended purpose, the target market and the state of law and standards known at the time of performance. Changes to these foundations may require reassessment and additional expense.

11.3. Insofar as the client is the manufacturer, distributor, sponsor or other person with regulatory responsibility, the statutory duties and ultimate responsibility remain with the client. This includes in particular intended purpose, product classification, clinical and technical evidence, approvals, quality management, reporting, market surveillance and the decision to place the product on the market.

11.4. Z.E.U.S does not provide legal advice and does not replace decisions by competent authorities, Notified Bodies, testing bodies or other conformity assessment bodies.

12.1. Delivered tangible items remain the property of Z.E.U.S until all claims arising from the relevant order have been paid in full.

12.2. Risk passes upon handover to the client or the third party commissioned with transport, unless otherwise agreed. For prototypes, samples and supplied components, the client is responsible for safe use, storage and insurance from the time of handover.

12.3. Items supplied by the client will be treated with reasonable care. Z.E.U.S is liable for their loss or damage only in accordance with these GTC.

13.1. Pre-existing methods, libraries, modules, circuits, design principles, templates, tools, know-how and other intellectual property rights of a party remain the property of that party.

13.2. Upon full payment, the client receives in project-specific work results those non-exclusive rights of use, unlimited in time and territory, that are required for the contractually agreed use, unless the offer agrees a broader grant of rights.

13.3. Delivery of editable source files, source code, original CAD data, development environments, production data or tools is owed only if expressly agreed.

13.4. Z.E.U.S may continue to use general, non-confidential know-how, experience, methods and non-client-specific components, provided that no trade secrets of the client are disclosed and no exclusive rights granted to the client are infringed.

13.5. Intellectual property applications, exclusive rights, buy-outs, transfer of source code and rights to edit or sublicense require a separate written agreement.

14.1. Both parties shall treat all commercial, technical and organisational information of the other party that is recognisably confidential as confidential and shall use it exclusively for performance of the contract.

14.2. Information is not confidential if it is demonstrably generally known, becomes known without breach of duty, was already lawfully known or was independently developed. Statutory disclosure obligations remain unaffected; where permitted, the other party must be informed in advance.

14.3. The confidentiality obligation applies for five years after the end of the contract; for trade secrets, it applies for as long as the conditions for their protection continue to exist.

14.4. Naming the client, using its logo and publishing project content as a reference require its prior consent in text form.

15.1. Z.E.U.S processes personal data within the framework of applicable data protection provisions for initiating and performing contracts, fulfilling statutory obligations and safeguarding legitimate interests. Further information is contained in the current Privacy Policy.

15.2. Where Z.E.U.S processes personal data on behalf of the client, the parties shall conclude any required data processing agreement before processing begins.

15.3. The client shall ensure that personal data is lawfully transferred to Z.E.U.S and that required information, consents or other legal bases are in place.

16.1. Z.E.U.S is liable for damage caused intentionally or through gross negligence. In cases of slight negligence, Z.E.U.S is liable only for breach of material contractual obligations and limited to the typical damage foreseeable when the contract was concluded.

16.2. To the extent permitted by law, liability per claim is limited to the net order value of the affected order, but no more than the coverage amount actually available under the relevant liability insurance. A separate agreement may be made for a different allocation of risk.

16.3. To the extent permitted by law, Z.E.U.S is not liable for indirect damage, production loss, business interruption, lost profit, lost savings, third-party claims or data loss. In the event of data loss, liability is limited to the typical restoration expense that would have been incurred with proper data backup.

16.4. Exclusions and limitations of liability do not apply to personal injury, mandatory product liability, fraudulent conduct or other cases in which a limitation of liability is prohibited by law.

16.5. The limitations of liability also apply in favour of the corporate bodies, employees, representatives and vicarious agents of Z.E.U.S.

17.1. Either party may withdraw in writing for good cause or terminate a continuing obligation extraordinarily if the other party breaches a material contractual obligation despite a reasonable grace period, continuation becomes unreasonable or insolvency proceedings are dismissed for lack of sufficient assets, to the extent permitted by law.

17.2. If the client causes an interruption of more than 30 days or terminates an order without good cause attributable to Z.E.U.S, all services performed up to that point, reserved capacities, non-cancellable third-party costs and necessary completion work must be remunerated. Further statutory claims remain unaffected.

17.3. Upon termination of the contract, confidential documents shall, at the option of the disclosing party, be returned or deleted unless statutory retention obligations or legitimate documentation interests prevent this. Rights of use already granted and paid for remain in force.

18.1. Austrian substantive law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

18.2. For all disputes arising from or in connection with the contractual relationship, the exclusive jurisdiction of the court having subject-matter jurisdiction for the registered office of Z.E.U.S is agreed.

18.3. The place of performance is the registered office of Z.E.U.S unless expressly agreed otherwise.

18.4. Amendments and additions to the contract require at least text form unless mandatory law requires a stricter form. Email satisfies the text-form requirement. Individually negotiated agreements remain unaffected.

18.5. Should any provision be invalid or unenforceable, the remaining provisions remain unaffected. In business transactions, it shall be replaced by an effective provision that comes as close as possible to the economic purpose, insofar as legally permissible.

18.6. The contract language is German. Translations are provided for information purposes only; in the event of discrepancies, the German version prevails.