GTC – General Terms and Conditions

Last updated: 13 May 2026

I. General

1. Scope and validity

1.1. All orders and agreements are legally binding only if signed in writing and in accordance with company representation by Workheld GmbH (“Workheld” or “contractor”), and only to the extent specified in the order confirmation. Purchasing terms of the customer are mutually excluded for the entire business relationship. Offers are non-binding in principle.

2. Performance and review

2.1. The subject of an order may be:

  • preparation of organisational concepts;
  • global and detailed analyses;
  • development of individual programs;
  • delivery of library (standard) programs;
  • acquisition of usage rights to software products;
  • acquisition of permission to use protected works;
  • support during commissioning (transition support);
  • telephone consulting;
  • program maintenance;
  • other services.

2.2. Individual organisational concepts and programs are developed based on the type and scope of the binding information, documents and resources fully provided by the customer. This includes practical test data and adequate test capabilities, which the customer makes available in good time, during normal business hours and at its own cost. Where the customer is already operating in production on the system made available for testing, responsibility for backing up production data lies with the customer.

2.3. Individual programs are developed on the basis of the written specification, which the contractor prepares against compensation based on the documents and information provided to it, or which the customer makes available. The customer shall review the specification for accuracy and completeness and provide a written approval. Subsequent change requests may lead to separate agreements on timing and price.

2.4. Individually developed software or program adaptations require an acceptance test of the affected program package by the customer no later than four weeks after delivery. The acceptance is confirmed in a protocol by the customer (review of accuracy and completeness against the contractor-accepted specification using the test data referenced in section 2.2). If the customer allows the four-week period to pass without acceptance testing, the delivered software is deemed accepted as of the end date of that period. Use of the software in production by the customer constitutes acceptance in any event. Any defects, i.e. deviations from the specification, must be reported to the contractor by the customer in sufficient detail; the contractor will use best efforts to rectify the defects as quickly as possible. Where material defects exist that prevent commencement or continuation of production, a renewed acceptance is required after rectification. The customer is not entitled to refuse acceptance for non-material defects.

2.5. When ordering library or standard programs, the customer confirms with the order that it is aware of the scope of services of the ordered programs.

2.6. Should it become apparent during the work that the order cannot be performed in fact or in law as specified, the contractor is required to notify the customer immediately. If the customer does not amend the specification or create the conditions necessary for performance, the contractor may decline performance. Where the impossibility of performance is the result of an omission by the customer or a subsequent change to the specification by the customer, the contractor is entitled to withdraw from the order. Costs and expenses incurred up to that point as well as any wind-down costs are to be reimbursed by the customer.

2.7. Shipping of program media, documentation and specifications is at the cost and risk of the customer. Any training and explanations requested by the customer beyond this are invoiced separately. Insurance is taken out only at the request of the customer.

2.8. Accessibility in the meaning of the Austrian Federal Disability Equality Act (Bundes-Behindertengleichstellungsgesetz – BGStG) and the Austrian Accessibility Act (Barrierefreiheitsgesetz – BaFG) is not included in the offer unless expressly requested by the customer. Where accessibility has not been agreed, it is the customer’s responsibility to verify the lawfulness of the service against those rules. Likewise, the customer shall verify any content provided by it for legal admissibility, in particular under competition, trademark, copyright and administrative law. The contractor is not liable for the legal admissibility of content prescribed by the customer in cases of slight negligence or after a duty to warn has been fulfilled.

2.9. Cooperation duties in implementation and development projects. Where Workheld develops software individually for the customer, adapts it, integrates it into the customer’s system landscape or performs work as part of a joint development, the customer is subject to the following cooperation duties in addition to Section 2 and Section 4.2:

2.9.1 The customer provides, in good time and at its own expense, all test, integration and production environments, interfaces, API access, service accounts, VPN connections and configurations of its identity provider (e.g. Active Directory, Microsoft Entra ID, Auth0) required for performance of the services. Delays in such provision constitute a cooperation delay within the meaning of Section 4.2.

2.9.2 Master and transaction data provided by the customer (e.g. asset, equipment, order or material lists) shall be checked by the customer for completeness and accuracy before handover to Workheld. Effort caused by inadequate data quality (e.g. data cleansing, migration, re-mapping) shall be borne by the customer.

2.9.3 Clarification questions between the contracting parties regarding specifications, interfaces or data structures shall be answered within three (3) business days of receipt, unless a different period is agreed in the individual contract. If a question requires more complex coordination, the recipient shall communicate this within the said period and provide a binding date for the final answer. This obligation applies on a mutual basis.

2.9.4 To support quality assurance and acceptance, the customer shall provide a sufficient number of actual end users (e.g. technicians, operators, dispatchers) as test users for pilot and user acceptance tests. Participation by the customer’s IT department alone is not sufficient.

2.9.5 Where on-site activities at the customer’s premises are required, the customer shall provide, in good time, safety briefings, access authorisations, any required work permits and the necessary on-site IT connectivity for Workheld personnel. Waiting times arising from this area are at the customer’s expense.

2.9.6 In the case of iterative service delivery in sprints, phases or milestones, interim acceptances shall take place. If no written defect notice is given for an interim acceptance within the agreed period (or, absent agreement, within ten business days), the relevant sprint or milestone shall be deemed interim-accepted. Phases that are not interim-accepted may block subsequent phases; resulting delays are at the customer’s expense.

2.9.7 The customer warrants the functionality and availability of the interfaces, upstream systems and proprietary developments — whether provided by the customer or obtained from third parties — with which Workheld integrates. Workheld is not liable for malfunctions, failures or incompatibilities of such components.

2.9.8 The customer shall notify Workheld of material changes to its system landscape (in particular release changes to ERP, MES, CMMS or identity provider systems, interface changes, migration projects) that may affect Workheld’s services, without delay and at the latest before the changes take effect. Resulting adjustment effort on the Workheld components shall be invoiced separately.

2.9.9 In the case of material blockers in project delivery, either contracting party is entitled to escalate the matter within five business days to a steering committee designated in advance. Until clarification, Workheld may suspend the affected services without constituting a delay.

2.9.10 ERP integration. Where Workheld implements a connection to the customer’s ERP systems — for example SAP ECC, SAP S/4HANA, Microsoft Dynamics 365, Oracle ERP Cloud, Infor, IFS or comparable systems — or integrates Workheld components with them, the following additional cooperation duties apply to the customer:

  • Provision of a sandbox or Q system with production-like master and transaction data in good time before the start of the implementation work;
  • Provision of the required technical interfaces — for SAP in particular BAPI, RFC, OData/SAP Gateway, IDOC, SAP Cloud Platform Integration or SAP Integration Suite; for other ERP providers the integration interfaces customary for them — together with the authorisations required for their use by Workheld or the Workheld platform;
  • Designation of one functional and one technical ERP contact on the customer side, each with decision-making authority for the relevant module;
  • Customising, functionality and authorisation concept of the ERP modules in use are the customer’s responsibility. Workheld is responsible for ERP-side configurations only to the extent expressly agreed as a service of Workheld in the individual contract;
  • Material release changes (e.g. ERP upgrades, S/4HANA migrations), patches affecting interfaces, or changes to the customising of connected modules shall be communicated to Workheld with reasonable lead time and at the latest before they take effect; resulting adjustment effort on the Workheld components shall be invoiced separately;
  • Provision of interface specifications, mapping documentation, IDoc or message samples and API specifications for customer-side extensions, as far as required for the integration.

3. Prices, taxes and fees

3.1. All prices are in euros and exclude VAT. They apply only to the present order and ex registered office or branch of the contractor. Any contract fees are invoiced separately.

3.2. For library and standard programs, the list prices in effect on the date of delivery apply. For all other services (organisational consulting, programming, training, transition support, telephone consulting etc.), work is invoiced at the rates valid on the date of performance. Deviations from the time effort underlying the contract price that the contractor is not responsible for are charged based on actual time spent.

3.3. Costs for travel, daily allowances and overnight stays are invoiced separately at the rates in force from time to time. Travel time is treated as working time.

4. Delivery date

4.1. The contractor endeavours to meet the agreed performance (completion) deadlines as accurately as possible.

4.2. Target completion dates can only be met where the customer fully provides all required works and documents – in particular the specification approved by the customer pursuant to section 2.3 – by the dates set by the contractor and meets its cooperation obligations to the necessary extent. Delivery delays and cost increases caused by incorrect, incomplete or subsequently amended information or documents are not the responsibility of the contractor and cannot place the contractor in default. Any resulting additional costs are borne by the customer.

4.3. Where orders cover several units or programs, the contractor is entitled to make partial deliveries and issue partial invoices.

5. Payment

5.1. Invoices issued by the contractor including VAT are payable within 14 days of receipt of invoice without deduction and free of charges. The payment terms applying to the overall order apply to partial invoices accordingly.

5.2. Where orders cover several units (e.g. programs and/or training, phased implementation), the contractor is entitled to invoice each unit or service after delivery.

5.3. Compliance with the agreed payment dates is a material condition for delivery and contract performance by the contractor. Failure to comply with agreed payments entitles the contractor to suspend ongoing work and to withdraw from the contract. All related costs as well as lost profits shall be borne by the customer. In the event of payment default, default interest at the statutory rate under Section 456 of the Austrian Commercial Code (UGB) is charged. Where the customer fails to pay two instalments under a payment plan, the contractor is entitled to declare the entire amount due and to call in any bills of exchange.

5.4. The customer is not entitled to withhold payments due to unjustified warranty claims or other counter-claims. In the case of justified, undisputed warranty claims, the statutory right of retention (in particular under Section 1052 of the Austrian Civil Code, ABGB) remains unaffected to a reasonable extent.

5.5. Objections to invoiced amounts must be raised in writing by the customer within 14 days of the invoice date, failing which the claim is deemed accepted.

5.6. Objections raised by the customer against the invoice do not affect the maturity of the undisputed invoice amount.

5.7. The customer may set off claims against the contractor only with claims that are court-confirmed or recognised by the contractor in writing.

6. Copyright and use

6.1. All rights derived from patent, trademark, design, semiconductor or copyright law in the agreed services or otherwise from the creation of the services made available to the customer remain with the contractor or its licensors, unless agreed otherwise.

6.2. The contractor grants the customer, after payment of the agreed fee, a non-exclusive, non-transferable, non-sub-licensable and unlimited-in-time right to use the software on the hardware specified in the contract and to the extent of the licences acquired, and to use the work results created on the basis of the contract for its own internal purposes. All other rights remain with the contractor. The customer’s contribution to the development of the software does not give rise to any rights beyond the use specified in the contract.

6.3. The customer is permitted to make copies for archive and data backup purposes provided the software does not contain an express prohibition by the licensor or third parties and provided that all copyright and proprietary notices are reproduced unchanged on the copies.

6.4. Where disclosure of interfaces is required to establish interoperability, the customer shall instruct the contractor to do so against payment. Where the contractor does not comply with this request and decompilation takes place pursuant to copyright law, the results may be used solely to establish interoperability. Misuse gives rise to claims for damages.

6.5. Where software is provided to the customer for which a third party is the licensor (e.g. standard software from Microsoft), the granting of usage rights is governed by the licence terms of that licensor (manufacturer).

7. Right of withdrawal

7.1. In the event that an agreed delivery time is exceeded for reasons attributable solely to the contractor or due to its unlawful conduct, the customer is entitled to withdraw from the order by registered letter, provided the agreed performance has not been delivered in essential parts within a reasonable cure period and the customer is not at fault. Damage claims arising from the withdrawal are governed exclusively by section 9.

7.2. Force majeure, labour disputes, natural disasters and transport blockages and other circumstances outside the contractor’s control release the contractor from the delivery obligation or entitle it to reschedule the agreed delivery time.

7.3. Cancellations by the customer are only possible with the contractor’s written consent. If the contractor agrees to a cancellation, it is entitled to invoice, in addition to services rendered and costs incurred, a cancellation fee of 30 % of the unbilled value of the overall project.

8. Warranty, maintenance, modifications

8.1. The contractor warrants that the software performs the functions described in the related documentation, provided it is used on the operating system specified in the contract.

8.2.1 Defect remediation requires that:

  • the customer describes the defect sufficiently in a defect report so that the defect can be identified by the contractor;
  • the customer provides the contractor with all documents necessary to remedy the defect;
  • neither the customer nor a third party attributable to the customer has interfered with the software;
  • the software is operated under the intended operating conditions described in the documentation.

8.2.2 In the case of warranty, improvement takes precedence over price reduction or rescission. Justified defect notices are remedied within a reasonable period; the customer enables the contractor to take all measures required to investigate and remedy the defects. The presumption of defectiveness pursuant to Section 924 ABGB is excluded.

8.2.3 Warranty claims of the customer require timely written notification of defects. The customer shall examine the service for defects without delay after delivery. The same notification duty applies to hidden defects, with the obligation triggered upon discovery. Defects in part of a delivery do not entitle the customer to object to the entire delivery. Where notification is not made in time (within 14 days), the goods are deemed approved and warranty claims are excluded.

8.3. Corrections and supplements that prove necessary up to delivery of the agreed service due to organisational or programming defects attributable to the contractor are carried out by the contractor free of charge.

8.4. Costs for assistance, misdiagnosis, error and disturbance correction attributable to the customer, as well as other corrections, modifications and supplements, are carried out against payment. This also applies to the remediation of defects where program changes, supplements or other interventions have been made by the customer or by third parties.

8.5. The contractor does not warrant for errors, malfunctions or damages caused by improper operation, modified operating system components, interfaces and parameters, the use of unsuitable organisational means and storage media (where prescribed), abnormal operating conditions (in particular deviations from installation and storage conditions) or transport damage.

8.6. For programs subsequently modified by the customer’s own programmers or by third parties, all warranties by the contractor cease to apply.

8.7. Where the order is for the modification or supplementation of existing programs, the warranty extends to the modification or supplement. The warranty for the original program does not revive.

8.8. Warranty claims expire six (6) months after delivery, to the extent permitted by law.

9. Liability

9.1. The contractor is liable to the customer for damages demonstrably caused by it only in the case of gross fault. The same applies analogously for damages caused by third parties engaged by the contractor. In the case of personal injury caused with fault, the contractor is liable without limitation in accordance with statutory provisions.

9.2. Liability for indirect damages – such as lost profits, costs of business interruption, loss of data or third-party claims – is expressly excluded to the extent permitted by law.

9.3. Damage claims expire under statutory rules but in any event no later than one year from knowledge of the damage and the party causing it, to the extent permitted by law.

9.4. Where the contractor performs the work using third parties and where related warranty or liability claims arise against those third parties, the contractor assigns those claims to the customer. In such cases the customer shall first pursue those third parties.

9.5. Where data backup is expressly agreed as a service, liability for the loss of data is, contrary to section 9.2, not excluded but is, with respect to data restoration, limited to a maximum of 10 % of the contract value per case of damage and a maximum of EUR 15,000.00. Any further warranty or damage claims of the customer – on whatever legal basis – are excluded.

10. References

10.1 During and after the cooperation or use of the software developed by the contractor, the contractor may use the customer’s name and/or logo as a reference on websites and other marketing materials. The customer may withdraw this authorisation at any time with reasonable notice.

11. Loyalty

11.1. The parties undertake to act loyally towards each other. The parties will refrain from actively soliciting and employing employees who have worked on the orders of the other party during the term of the contract and for six (6) months after the end of the contract. This obligation extends solely to employees who, within the twelve (12) months preceding the solicitation, demonstrably worked on joint projects of the parties. Responses to publicly advertised vacancies and unsolicited applications without prior approach by the other party are excluded from this obligation. In the event of a breach, the affected party may claim reasonable compensation, but no more than six monthly salaries of the employee concerned; the judicial right of mitigation pursuant to Section 1336(2) ABGB remains unaffected.

12. Data protection, confidentiality

12.1. The contractor obliges its employees to comply with Regulation (EU) 2016/679 (GDPR) and the Austrian Data Protection Act (DSG), as amended. The contractor’s Data Protection Officer is Dipl.-Inf. Christine Geier, MBA, contactable via Workheld GmbH (e-mail: hallo@workheld.com with the subject line “Data Protection”).

12.2. A comprehensive privacy policy is available on the contractor’s website at workheld.com/en/privacy-policy/.

13. Miscellaneous

13.1 Should individual provisions of this contract be or become invalid, the remaining contents of this contract shall remain unaffected. The parties shall cooperate as partners to find a provision that comes as close as possible economically to the invalid provision.

14. Final provisions

14.1 Unless agreed otherwise, the statutory provisions applicable between businesses under Austrian law to the exclusion of its conflict-of-laws rules and of the United Nations Convention on Contracts for the International Sale of Goods (CISG) apply exclusively, even where the order is performed abroad. For any disputes, the local jurisdiction of the court competent ratione materiae for the registered office of the contractor is exclusively agreed. For sales to consumers within the meaning of the Austrian Consumer Protection Act, the foregoing applies only to the extent that the Consumer Protection Act does not mandatorily provide otherwise.

14.2. Amendments to these GTC. Workheld may amend these GTC where this is objectively justified by legal, technical or operational reasons. Material provisions — in particular main service obligations, prices and pricing models, liability provisions and the applicable law and jurisdiction — may only be amended by mutual agreement. Amendments will be communicated to the Customer in text form at least six weeks before they take effect; if the Customer does not object within that period (by mail to Workheld GmbH, Rotensterngasse 5, 1020 Vienna, Austria, or by e-mail to hallo@workheld.com), the amendments are deemed accepted. In the event of an objection, the Customer is entitled to terminate the contract on extraordinary grounds with effect from the date the amendment would otherwise have taken effect.

II. Special provisions for the provision of Software-as-a-Service and cloud services

1. General

1.1 Unless agreed otherwise in the offer, the provisions of this Part II take precedence over those of Part I in the case of SaaS and/or cloud services.

1.2 For the duration of the contractual relationship, Workheld provides the customer with the relevant software in the agreed version as a SaaS service (see the relevant offer).

1.3 All requirements for the software solution are described in detail in the offer or in the other contract elements.

1.4 The customer accesses and uses the software via the internet.

1.5 The customer pays Workheld a usage fee for the use and operation.

1.6 The monthly or annual fee depends on Workheld’s pricing, since the SaaS model allows for different pricing models. Unless a different pricing model is agreed in the offer, the following pricing models are available to the customer:

  • 1.6.1 Per user / month: the customer pays a fixed monthly recurring fee for each user registered to use the software. The user can use the software – regardless of the number of transactions and time – as a kind of “flat rate” to its full extent. The scope of services includes the use of the software.
  • 1.6.2 Function-based: this pricing model extends the per-user model under section 1.6.1. Here, too, the customer agrees to pay a fixed monthly recurring fee, which depends on the actually used scope of functions of the software.
  • 1.6.3 Other pricing models may also apply, such as billing by data volume, transactions or used CPU hours, or a constant price for a defined contract term. Workheld reserves the right to charge implementation costs separately based on actual effort, in addition to the pricing models listed here.

1.7 In the event of a conflict between these GTC and the General Terms of Use (GTU) of the Workheld platform, the provisions of these GTC prevail to the extent that they relate to the relevant subject matter. The GTU at workheld.com/en/general-terms-of-use/ apply on a complementary basis.

2. Customer cooperation duties

2.1 The requirements (minimum hardware/software setup) for the use of the relevant cloud service are made available to the customer in the offer or in another suitable form.

2.2 The provision of these minimum requirements as well as the telecommunication services including transmission services to and from the service handover point (Workheld’s network termination point) are not part of the agreement and are the sole responsibility of the customer.

2.3 Unless otherwise agreed in the offer, Workheld assumes the use of the latest stable version of the following browsers: Chrome, Safari, Firefox and Edge. Where iOS, Android or Windows apps are used, the latest stable version is required. Regarding Unicode encoding, Workheld assumes UTF-8 unless the offer specifies otherwise.

2.4 Where third-party software is required on the customer’s hardware to use the cloud service (e.g. browser, PDF reader software), the customer is responsible for installing and maintaining it and obtaining the necessary usage rights from the relevant third-party provider. The customer indemnifies Workheld in this regard regardless of fault.

2.5 In addition, the cooperation duties under Part I, Section 2.9 (Cooperation duties in implementation and development projects) apply where Workheld performs customisations, integrations or joint developments for the customer in connection with the SaaS / cloud services.

3. Rights to the cloud solution

3.1 All (intellectual property) rights to the cloud service belong to Workheld; no usage right beyond what is expressly listed in the relevant offer or any supplementary agreement is granted to the customer in connection with the cloud service.

3.2 The customer is, unless agreed otherwise in the offer or in a supplementary agreement, in particular not permitted:

  • to relicense, publish, rent, lease, make the cloud service or parts thereof available to others over networks or otherwise online, to provide it on a timeshare basis, to act as a service bureau, or to offer subscription services for the cloud service;
  • to transfer the usage agreement for the cloud service to another person without Workheld’s written consent.

4. Warranty

4.1 Workheld cannot warrant that the cloud solution is at all times error-free and fully functional without interruption beyond the state of the art prevailing in the professional IT industry. No express assurance is given that the cloud solution is fit for a particular purpose. The cloud solution and its availability are conclusively described in the offer; the customer cannot derive any rights from other statements. Where a specific service level (SLA) is separately agreed, in case of breach a service credit applies as a warranty remedy, calculated based on the percentage of the breach. Workheld assumes no responsibility for circumstances within the customer’s sphere, in particular its hardware, software and internet connection up to and from Workheld’s network termination point.

4.2 Where outages or errors of any kind occur in connection with the cloud solution, the customer shall report them to Workheld without delay. If the customer fails to report without delay, no claims may be asserted unless the customer proves that Workheld caused or concealed the outage or error intentionally or with gross negligence. The existence of outages or errors must be proved by the customer; Section 924 ABGB is mutually excluded.

4.3 Workheld does not warrant that the cloud service is compatible with the hardware and software used by the customer.

5. Billing

5.1 The monthly fee depends on Workheld’s pricing, since the SaaS model allows for different pricing models. The applicable prices and payment terms are set out in the offer.

5.2 Where the fee is calculated based on actual system usage (e.g. endpoints), the expected usage based on the customer’s information is taken as the basis for the first invoice. After the first month of use of the cloud solution, Workheld evaluates actual usage – the cost of this evaluation is invoiced separately – and uses it as a basis for further advance billing on the agreed periodic schedule. Where the evaluation shows that usage exceeds the originally assumed level, that excess usage is billed retrospectively.

5.3 The amount of all recurring fees is value-protected based on the consumer price index published by Statistik Austria (VPI) or any successor index. Recurring fees increase or decrease according to the change in the VPI. The service fees are adjusted once a year on 1 January each calendar year, in the proportion in which the annual average of the VPI for the previous year has changed compared with that for the year before. If Workheld does not adjust in the case of a VPI increase, this does not constitute a waiver of the right to take that increase into account at a later date or in subsequent years.

5.4 In the case of payment default, default interest at the statutory rate under Section 456 of the Austrian Commercial Code (UGB) is payable by the customer. Workheld is entitled, in the case of payment default, to claim further damages and to charge pre-procedural costs, in particular dunning and collection charges as well as legal fees.

5.5 Where the customer fails to settle arrears repeatedly despite reminders, Workheld is entitled to suspend the provision of services. It is hereby clarified that Workheld cannot be held responsible for any damage resulting from such suspension.

5.6 The customer is not entitled to withhold payments or to set off due to unjustified warranty claims or other counter-claims. In the case of justified, undisputed warranty claims, the statutory right of retention remains unaffected to a reasonable extent.

6. Termination of SaaS / cloud services

6.1 The contract for cloud services is concluded for an indefinite period upon order. It can be terminated in writing by registered letter or by e-mail with read receipt with two months’ notice to the end of any calendar month. This period complies with Article 25(2) of Regulation (EU) 2023/2854 (Data Act). During a transition phase of up to 30 days after termination, Workheld will support the Customer in switching to another provider in accordance with Article 26 of the Data Act. The Customer waives the right of ordinary termination of the cloud services for the duration of the first year. The right of extraordinary termination for good cause remains unaffected.

6.2 Workheld undertakes to return or destroy all data and documents owned by the customer upon termination of the contract.

7. Data protection and processing on behalf

7.1 Workheld processes personal data of the customer in connection with SaaS / cloud services exclusively in accordance with Regulation (EU) 2016/679 (GDPR) and the Austrian Data Protection Act (DSG), as amended.

7.2 Where Workheld processes personal data on behalf of the customer in connection with the services, the parties enter into a data processing agreement pursuant to Art. 28 GDPR. The data processing agreement forms part of the contractual relationship and is provided to the customer at the time of contract conclusion.

7.3 More information on data protection at Workheld is available in the privacy policy at workheld.com/en/privacy-policy/.

III. Special provisions for the provision of consulting services

1. General

1.1 Unless agreed otherwise in the offer, the provisions of this Part III take precedence over those of Part I in the case of consulting services.

1.2 The scope of a specific consulting engagement is agreed contractually on a case-by-case basis or arises from the relevant Workheld offer.

1.3 Workheld is entitled to perform the tasks assigned to it in whole or in part through third parties. Payment of those third parties is made exclusively by Workheld. No direct contractual relationship arises between the third party and the customer.

1.4 The parties undertake, on a mutual basis, not to actively solicit or employ any subcontractors of the respective other party who have demonstrably worked on joint consulting projects, during the term of the contract and for a period of six (6) months thereafter. Responses to public job postings as well as unsolicited applications without prior approach are excluded. In the event of a breach of this obligation, the affected party may claim reasonable compensation up to a maximum of six monthly fees of the affected subcontractor; the judicial right of moderation pursuant to Section 1336(2) of the Austrian Civil Code (ABGB) remains unaffected.

2. Customer cooperation duties

2.1 The customer ensures that the organisational conditions at its registered office during performance of the consulting engagement allow undisturbed work conducive to the smooth progress of the consulting process.

2.2 The customer will inform Workheld comprehensively about previously conducted and/or ongoing consulting engagements, including in other subject areas.

2.3 The customer ensures that all documents necessary for the fulfilment and execution of the consulting engagement are submitted to Workheld in good time even without specific request, and that Workheld is informed of all events and circumstances of importance to the engagement. This also applies to all documents, events and circumstances that become known only during Workheld’s activity.

2.4 The customer designates contacts and key persons (per location and area of responsibility) for compliance with approval procedures, sign-offs and the handling of service performance, and notifies any related changes immediately. The customer further ensures that the required contacts are reachable for Workheld; failing this, Workheld may suspend services until they become reachable.

2.5 The customer will provide approvals and decisions on submitted documents and materials in good time. The customer is aware that failure to meet deadlines may result in the timeline schedule not being met.

2.6 The customer enables Workheld to access the information necessary for the successful completion of the consulting engagement, where the customer can access this information.

2.7 The customer ensures that its employees and the legally provided and, where applicable, established works council are informed before Workheld starts its activity, where this is relevant for the provision of Workheld’s services.

2.8 In addition, the cooperation duties under Part I, Section 2.9 (Cooperation duties in implementation and development projects) apply where the consulting engagement includes implementation, customisation or integration services.

3. Reporting duty

3.1 Unless otherwise agreed for the specific project, Workheld undertakes to report on its work, the work of its employees and, where applicable, third parties engaged in line with progress.

3.2 The customer receives the agreed deliverables within a reasonable time, typically two to four weeks after completion of the engagement.

3.3 In the production of the agreed consulting services, Workheld is free of instructions, acts at its own discretion and on its own responsibility, and is not bound to any specific work location or working hours.

4. Protection of intellectual property

4.1 The copyrights to the works created by Workheld and its employees and third parties (in particular offers, reports, analyses, expert opinions, organisational plans, programs, specifications, drafts, calculations, drawings, data carriers etc.) remain with Workheld. They may be used by the customer during and after the term of the contractual relationship exclusively for purposes covered by the contract. The customer is therefore not entitled to reproduce or distribute the works without Workheld’s express consent. Unauthorised reproduction or distribution does not give rise to any liability of Workheld towards third parties (e.g. for the accuracy of the works).

5. Warranty

5.1 Workheld is, irrespective of fault, entitled and obliged to remedy any inaccuracies and defects in its services that become known. Workheld will inform the customer thereof without delay.

5.2 This claim of the customer expires six months after performance of the relevant service, to the extent permitted by law.

6. Confidentiality / data protection

6.1 Workheld undertakes to maintain absolute confidentiality regarding all business matters that come to its knowledge, in particular trade and business secrets and any information about the type, scale and practical activities of the customer.

6.2 Workheld further undertakes to maintain confidentiality vis-à-vis third parties regarding the entire content of the services and all information and circumstances received in connection with their preparation, including data on the customer’s own customers.

6.3 Workheld is released from confidentiality vis-à-vis any auxiliary persons and representatives it engages. Workheld must, however, fully impose the confidentiality obligation on those parties and is liable for any breach of confidentiality by them as for its own breach.

6.4 The confidentiality obligation continues without limitation beyond the end of this contractual relationship. Exceptions exist where statutory disclosure obligations apply.

6.5 Workheld is entitled to process personal data entrusted to it within the scope and purpose of the contractual relationship. The customer warrants to Workheld that all measures required for this – in particular consents of the data subjects – have been taken in accordance with the Austrian Data Protection Act.

6.6 Workheld further undertakes to comply with all GDPR provisions to the extent applicable in the context of the engagement. Where Workheld processes personal data on behalf of the customer, the parties enter into a suitable data processing agreement pursuant to Art. 28 GDPR.

7. Term

7.1 The service contract ends in principle upon completion of the project.

7.2 Notwithstanding the above, the contract may be terminated by either party at any time for good cause without observing a notice period. Good cause includes in particular:

  • where one party violates material contractual obligations;
  • where one party falls into payment default after the opening of insolvency proceedings;
  • where there are justified concerns regarding the creditworthiness of a party against whom no insolvency proceedings have been opened, and that party fails, upon Workheld’s request, either to make advance payments or to provide a suitable security before performance by Workheld, provided the other party was unaware of the poor financial circumstances at the time of contract conclusion.

IV. Special provisions for Workheld Sense (Edge and IIoT solutions)

1. Scope

1.1 This Part IV applies in addition to Parts I and II to the provision of the Workheld Sense platform, including the edge component “Luna”, which is operated in the customer’s OT network, and the related cloud components.

1.2 In case of conflict between Part II (SaaS and cloud services) and this Part IV, the provisions of this Part IV prevail for Sense-specific matters.

2. Customer cooperation duties in the OT environment

2.1 The customer provides, in good time and at its own expense, the hardware required to operate Luna (industrial PC or comparable edge device) according to the minimum specifications notified by Workheld. Procurement, commissioning, physical security and ongoing operation of the hardware are the customer’s responsibility.

2.2 The customer ensures proper network segmentation between IT and OT zones in line with common industrial standards (e.g. the Purdue model), suitable firewall rules for the outbound MQTT connection from Luna to the Workheld cloud, and the provision of the network parameters required for this purpose.

2.3 The customer designates a responsible OT contact with decision-making authority for OT security and patch management matters; this contact shall be specified in the individual contract or in a separate onboarding document.

2.4 The customer enables Workheld to perform routine updates of Luna within a maintenance window of at least two (2) hours per month; for critical security patches, the maintenance window shall be made available within five (5) business days of the request by Workheld. The customer may postpone a maintenance window for legitimate operational reasons; the risk resulting from such postponement — in particular with regard to security vulnerabilities — is borne by the customer.

3. Data rights and data use (Data Act Chapter II)

3.1 The machine and plant data (“product data” within the meaning of Article 2(15) Regulation (EU) 2023/2854) generated by the interaction of Luna and the Workheld Sense platform belong to the customer. Workheld collects this data exclusively for the performance of this contract and for the purposes set out in Section 3.3.

3.2 The customer may at any time, pursuant to Article 4 of Regulation (EU) 2023/2854, request the provision of an extract of the product data concerning it in a structured, common and machine-readable format; the first export per contract year is free of charge. Transfer to a third party designated by the customer in accordance with Article 5 of that regulation shall be performed on the customer’s written instruction, on fair, reasonable and non-discriminatory (FRAND) terms.

3.3 Workheld is granted a non-exclusive right, limited in time to the duration of the contractual relationship plus 24 months, to use the product data in pseudonymised and aggregated form for the improvement of the Workheld platform, anomaly detection, predictive maintenance models and industry benchmarks. The use of the data to develop products that compete with the customer’s main business is excluded in accordance with Article 4(10) in conjunction with Article 11 of Regulation (EU) 2023/2854.

3.4 To the extent the data covered by Section 3.1 contains personal components (in particular operator identifiers, RFID authentications, shift assignments), those components are subject to the separately concluded data processing agreement under Article 28 GDPR.

4. Scope of functions and liability allocation in the machine and production environment

4.1 Workheld Sense and the edge component Luna provide information, visualisation, workflow and diagnostic functions. They expressly do not perform control or regulation functions for machinery or plants, and do not perform safety functions within the meaning of Regulation (EU) 2023/1230 (Machinery Regulation); in particular, they are not “safety components” within the meaning of Article 3(3) of that regulation.

4.2 Ultimate operational responsibility for all machine and plant decisions, safety and shutdown functions, and the assessment and implementation of the information provided by Workheld Sense remains with the customer.

4.3 Subject to Section I.9, Workheld is not liable for damage to machinery, plants or workpieces, production losses, lost production profit or consequential damage caused by a decision taken by the customer or its employees on the basis of information provided by Workheld Sense.

5. Updates and support period

5.1 Workheld provides security-relevant updates for each productive Sense / Luna version supplied to the customer for a minimum period of five (5) years from the first installation at the customer. Functional updates are provided during the term of the contract.

5.2 Installation of the provided updates is the customer’s responsibility or, where expressly agreed, performed by Workheld within the maintenance windows agreed under Section 2.4.

6. Handling of vulnerabilities

6.1 Workheld will publish a public Vulnerability Disclosure Policy at workheld.com/en/vulnerability-disclosure/. Until publication, vulnerabilities can be reported by e-mail to security@workheld.com; Workheld confirms receipt within one business day and treats incoming reports as confidential.

6.2 Workheld will inform the customer about security-relevant vulnerabilities that directly affect it without undue delay; notification of personal data breaches is governed separately by Section 20 of the Data Processing Agreement.

7. Handling of cybersecurity incidents in the OT environment

7.1 In case of an OT security incident affecting a system of the customer or a data flow between customer and Workheld, the parties shall cooperate in good faith on containment, root cause analysis and remediation.

7.2 Each party initially bears its own costs of incident response. Final allocation of fault and costs is determined by the duty-of-care standards of this Part IV and the general liability provisions.

Note on § II 7.2 — Data Processing Agreement (DPA)

Supplementary to § II 7.2 of these GTC, the DPA between Workheld GmbH and the Customer is provided to the Customer at the time of contract conclusion and is additionally publicly available at workheld.com/en/dpa (English version) and workheld.com/auftragsverarbeitung (legally binding German version), including a Word document for download.