General terms and conditions of CNT

§ 1. Purpose

  1. These General Terms and Conditions (“GTC”) govern the business relationship between CNT Management Consulting AG (“CNT” or the Contractor) and its clients (the Customer) in connection with consulting services, implementation projects, and the sale of SAP licenses. Where, instead of or in addition to CNT, an affiliated company of CNT (such as a sister company, subsidiary, or any other group company) is the contractual partner of the Customer, such affiliated company shall be deemed to be “CNT” or the “Contractor” for the purposes of these GTC.

§ 2. Scope of Application

  1. These GTC shall apply to all deliveries and services (in particular professional services such as consulting services) provided by CNT to the Customer. In particular, these GTC form an integral part of all master agreements, individual agreements and any additional agreements concluded thereunder. Any conflicting or deviating terms and conditions of the Customer shall not apply unless expressly accepted by CNT in writing.

§ 3. Definitions

  1. SAP SE means SAP SE itself as well as any of its affiliated companies, including subsidiaries, sister companies or other group companies that provide the respective SAP product.
  2. SAP Cloud Services means cloud services provided by SAP SE via the Internet (e.g. SAP S/4HANA Cloud, SAP Business Technology Platform (SAP BTP)).
  3. AI Functionalities means artificial intelligence components developed and provided by SAP, such as Joule, which are implemented by CNT.
  4. License Sale means the brokerage and sale of SAP software licenses by CNT.

§ 4. Subject Matter of the Agreement

  1. CNT primarily provides professional services including consulting, implementation and support services, as well as any other services agreed under an individual agreement, a master agreement or a statement of work concluded thereunder (collectively, the “Agreement”).
  2. CNT may perform the Services in whole or in part through its affiliated companies, employees, subcontractors, freelancers or other qualified third parties. The Customer hereby consents to the involvement of such parties where reasonably required for the performance of the Agreement. CNT shall remain fully responsible for the proper performance of the Services and for the acts and omissions of any subcontractors or affiliated companies engaged by it.
  3. Any amendment to the scope of services shall require written form or shall be made by means of a Change Request in accordance with the applicable master agreement.
  4. The use of SAP Cloud Services and AI Functionalities shall be governed exclusively by the contractual terms and conditions of SAP SE.

§ 5. Provisions Regarding Cloud Services

  1. CNT does not operate its own cloud infrastructure and does not provide its own cloud services (such as hosting, storage or computing capacity). Accordingly, CNT supports the Customer solely with the implementation, configuration and integration of SAP Cloud solutions as agreed under the Agreement.
  2. The use of SAP Cloud Services shall be governed exclusively by the contractual terms and conditions of SAP SE.

§ 6. Artificial Intelligence – Obligations of the Contractor and the Customer

  1. CNT uses artificial intelligence technologies in a transparent manner and in compliance with applicable laws and regulations and undertakes to observe recognized ethical AI principles, including fairness, transparency and security.
  2. However, CNT does not itself provide AI technology. CNT merely implements the AI functionalities made available by SAP. The Customer’s use of such AI functionalities shall be governed exclusively by the contractual terms and conditions of SAP SE.
  3. The Customer shall not use AI-generated results as the sole basis for decisions relating to critical business processes. If the Customer nevertheless does so, it shall bear the associated risk exclusively.
  4. To the extent that AI functionalities are used or implemented in connection with the services, including applications provided by SAP or other third-party providers, CNT shall not warrant or assume any liability for the completeness, accuracy, timeliness or correctness of any results generated by such AI functionalities. In particular, it cannot be excluded that AI-generated content may contain inaccurate, incomplete, misleading or biased information or may produce so-called “hallucinations.” AI-generated results do not constitute legal, tax, commercial or any other form of professional advice and do not replace an independent professional review by the Customer. The Customer shall be solely responsible for reviewing and verifying all results generated by AI functionalities prior to their use, in particular before using them in productive or business-critical processes, with regard to their plausibility, accuracy, completeness and compliance with applicable legal and regulatory requirements.

§ 7. Customer Cooperation Obligations

  1. All cooperation obligations of the Customer constitute obligations of cooperation only, even where referred to as “obligations.” They are not enforceable by specific performance. However, the Customer shall bear the sole risk arising from any failure to comply with such cooperation obligations.
  2. Depending on the circumstances, any breach of the Customer’s cooperation obligations may, among other things, result in acceptance default, adjustments to project schedules and costs, impossibility of performance, or contributory negligence on the part of the Customer.
  3. The Customer shall provide the Contractor in a timely manner with all information, access rights and resources required for the performance of the services and shall fulfil all other cooperation obligations within its sphere of responsibility as set out in the Agreement.
  4. The Customer shall be solely responsible for the quality of the data provided and for compliance with all applicable legal and regulatory requirements.

§ 8. Non-Solicitation

  1. The Customer undertakes that, during the term of the respective Agreement and for a period of twelve (12) months following its termination, it shall not, either directly or indirectly, solicit, recruit or employ, or otherwise engage, any employee or key independent contractor of the Contractor who has been involved in providing services to the Customer, unless the Contractor has given its prior written consent. This restriction shall not apply to general recruitment advertisements that are not specifically directed at employees or contractors of the Contractor, nor to applications submitted without any prior targeted approach by the Customer.

§ 9. Information Security

  1. CNT maintains an information security management system in accordance with recognized standards (e.g. ISO/IEC 27001). Appropriate access controls, encryption measures and regular security assessments shall be implemented and maintained. Security incidents shall be reported without undue delay.
  2. CNT undertakes to comply with all applicable information security and data protection requirements in connection with the implementation of the agreed services.
  3. CNT expressly assumes no responsibility for the operation, availability or security of the SAP Cloud Services platform.

§ 10. Data Protection

  1. CNT shall process personal data exclusively in accordance with the General Data Protection Regulation (GDPR) and the provisions of the Agreement.
  2. The Customer shall remain solely responsible for ensuring the lawfulness of any transfer of personal data to CNT.

§ 11. Fees and Payment Terms

  1. CNT shall provide its services against remuneration. The applicable fees shall be determined by the Agreement; otherwise, reasonable remuneration customary for such services shall apply.
  2. All prices are exclusive of applicable value added tax (VAT). Price indexation shall apply where agreed in the Agreement. Prices for SAP software licenses shall be based on SAP’s then-current price lists.
  3. Unless the Customer objects in writing to the correctness of an invoice or the accompanying time records or service reports within seven (7) business days after receipt, such invoice and supporting documentation shall be deemed accepted and approved.
  4. Unless otherwise agreed in the Agreement, invoices issued by CNT shall be payable within fourteen (14) days net.
  5. The Customer shall not be entitled to set off any claims against payment claims of the Contractor unless the Customer’s claim has been expressly acknowledged by the Contractor or has been finally determined by a competent court, and all other legal requirements for set-off have been fulfilled.
  6. Any taxes, duties, fees, charges and expenses arising in connection with the Agreement (including, without limitation, stamp duties and similar transaction taxes, where applicable) shall be borne by the Customer.

§ 12. Correction of Defects and Statutory Warranty

  1. CNT shall provide the services in accordance with the Agreement. Should any defects or other issues arise after delivery or acceptance of the services, CNT shall remedy such issues at the Customer’s expense in accordance with the provisions set out below. In any event, CNT’s obligation to remedy defects or problems shall expire twelve (12) months after acceptance of the relevant services. Where no formal acceptance takes place, this period shall commence upon delivery of the relevant services.
  2. The Customer shall notify CNT without undue delay and in writing of any defects or other problems affecting the work results. Such notification shall include a sufficiently detailed description of the observed symptoms.
  3. The Customer shall inspect all Services and Deliverables without undue delay upon delivery or completion and shall notify CNT in writing of any apparent defects or other non-conformities without undue delay, but no later than five (5) Business Days after delivery or completion, specifying the nature of the defect in reasonable detail. Hidden defects shall be notified in writing without undue delay, but no later than five (5) Business Days after their discovery. If the Customer fails to provide timely notice, the Services and Deliverables shall be deemed approved and accepted, and any warranty, mistake and damage claims relating to such defect shall be excluded to the extent permitted by applicable law. Sections 377 and 378 of the Austrian Commercial Code (UGB) shall remain unaffected and shall apply accordingly.
  4. The Customer shall pay CNT for the correction of reported defects unless the Customer demonstrates that CNT is liable for the respective defect pursuant to this Section 12. Where the Customer cannot establish such liability, the applicable charges shall be determined in accordance with the agreed application support services or, in the absence of such agreement, based on the market-standard rates specified in the Agreement.
  5. The Customer shall provide all reasonable cooperation required for the correction of defects free of charge, insofar as such cooperation is necessary. The parties may specify these cooperation obligations in greater detail within the Agreement.
  6. To the extent that statutory warranty rights apply to individual services provided by CNT, the warranty period shall be twelve (12) months from acceptance or, if no formal acceptance occurs, from delivery of the relevant service.

§ 13. Limitation of Liability and Limitation Period

  1. The statutory provisions governing the Contractor’s liability for damages shall apply subject to the following limitations, to the extent permitted by applicable law.
  2. CNT shall be liable without limitation for damages caused intentionally (wilful misconduct). For damages caused by gross negligence, CNT’s aggregate liability in connection with any individual project (being the services performed under a particular Statement of Work or individual agreement) shall be limited to the total remuneration received by CNT for that project. With respect to any single claim arising out of or in connection with such project, CNT’s liability shall in no event exceed ten percent (10%) of such remuneration. The reversal of the burden of proof pursuant to Section 1298, second sentence, of the Austrian Civil Code (ABGB) shall not apply.
  3. CNT shall not be liable for damages caused by slight negligence, except in cases involving personal injury.
  4. Liability for indirect damages, consequential damages, loss of profit and pure financial loss is expressly excluded.
  5. CNT shall not be liable for the availability, functionality or performance of SAP Cloud Services or AI Functionalities but solely for the proper performance of the consulting and implementation services expressly agreed under the Agreement.
  6. Any claims for damages by the Customer shall become time-barred one (1) year after the Customer became aware, or should reasonably have become aware, of both the damage and the party causing it, and in any event no later than three (3) years after the occurrence of the e vent giving rise to the damage.

§ 14. Force Majeure

  1. Neither Party shall be liable for any failure or delay in performing its contractual obligations to the extent such failure or delay is caused by an event of Force Majeure. Force Majeure shall include, without limitation, natural disasters, war, terrorism, pandemics, epidemics, strikes, governmental actions, interruptions of energy supply or telecommunications, cyberattacks, failures or disruptions of cloud or data centre services, as well as any other unforeseeable events beyond the reasonable control of the affected Party. The affected Party shall promptly notify the other Party of the Force Majeure event and its anticipated impact and shall use commercially reasonable efforts to mitigate its consequences. Any performance or delivery deadlines affected by such event shall be extended for an appropriate period corresponding to the duration of the Force Majeure event and its effects. If a Force Majeure event continues for more than ninety (90) consecutive days and continuation of the contractual relationship can no longer reasonably be expected from either Party, either Party shall be entitled to terminate the affected Agreement or the affected part of the services with immediate effect by written notice. Any services properly performed prior to such termination shall remain payable in accordance with the contractual provisions.

§ 15. Intellectual Property Rights in Work Results

  1. Upon full payment of all amounts due under the Agreement, the Customer shall acquire the rights of use to the work results to the extent expressly provided for in the Agreement. This shall not apply to rights relating to standard software, pre-existing software components, methodologies, know-how, templates, tools or any other intellectual property owned or licensed by CNT prior to or independently of the Agreement.

§ 16. Confidentiality

  1. Each Party shall keep confidential all confidential information received from the other Party. The Agreement may provide for more extensive confidentiality obligations or further specify the scope of such obligations.
  2. In any event, all confidentiality obligations shall survive the termination or expiration of the Agreement for a minimum period of three (3) years.
  3. The confidentiality obligations shall not apply to information that (i) is or becomes publicly available without breach of this Agreement (ii) was lawfully obtained from a third party without any confidentiality obligation; or (iii) is otherwise lawfully in the public domain.

§ 17. Term and Termination

  1. Unless otherwise expressly agreed in the applicable Agreement or, in the case of a Statement of Work, in the relevant Master Agreement, either Party may terminate the Agreement by ordinary notice regardless of whether the Agreement was concluded for an indefinite term, for a fixed term or for a defined scope of services.
  2. Unless otherwise agreed, either Party may terminate the Agreement by giving six (6) months’ prior written notice effective as of the end of a calendar month.
  3. The right of either Party to terminate the Agreement for good cause with immediate effect shall remain unaffected.

§ 18. Governing Law and Jurisdiction

  1. Unless otherwise expressly agreed in writing in the Agreement, the Agreement shall be governed exclusively by the laws of Austria, excluding its conflict of laws rules. The courts having subject-matter jurisdiction for the 1st District of Vienna, Austria, shall have exclusive jurisdiction over all disputes arising out of or in connection with the Agreement. excluding the UN Convention on Contracts for the International Sale of Goods (CISG)

§ 19. Severability

  1. Should any provision of these General Terms and Conditions be held invalid, illegal or unenforceable, the validity and enforceability of the remaining provisions shall remain unaffected. The Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the economic intent and purpose of the original provision.

§ 20. Written Form

  1. Any requirement for written form or written notice under these General Terms and Conditions or any agreement concluded between CNT and the Customer shall also be satisfied by ordinary email correspondence. Minutes of meetings transmitted by email shall likewise satisfy the written form requirement unless the recipient objects within a reasonable period. The transmission of scanned or electronically signed copies of signed documents shall also satisfy the written form requirement. For the avoidance of doubt, text messages (SMS), instant messaging services (including, without limitation, WhatsApp, Microsoft Teams chat, Slack messages or similar communication platforms) shall not satisfy any contractual written form requirement.
  2. The Agreement may expressly permit other forms of communication for specific actions. Such alternative forms shall only be valid where expressly agreed.