This English version of the general terms and conditions is auto-translated for your convenience. It is not part of any contractual relationship. All contracts of Workheld gmbh refer to the German version of the GTC.
1. Scope of contract and validity
1.1. All orders and agreements are only legally binding if they are signed by the contractor in writing and in accordance with the company and are only binding to the extent stated in the order confirmation. The customer’s terms and conditions of purchase are hereby excluded for the present legal transaction and the entire business relationship. Offers are generally subject to change without notice.
2. Performance and testing
2.1. The subject of an order may be:
- Development of organizational concepts
- Global- and detailanalyses
- Creation of individual programs
- Supply of library (standard) programs
- Acquisition of usage rights for software products
- Acquisition of permits for the use of works
- Participation in commissioning (changeover support)
- Telephone consultation
- Program maintenance
- Creation of program supports
- Other services
2.2. The elaboration of individual organisational concepts and programmes are carried out according to the type and scope of the binding information, documents and aids provided in full by the client. This also includes practical test data as well as test possibilities to a sufficient extent, which the client makes available on time, during normal working hours and at his own expense. If the client is already working in live operation on the system made available for testing, the client shall be responsible for securing the real data.
2.3. The basis for the creation of individual programs is the written service description, which the contractor prepares or the client provides against cost calculation on the basis of the documents and information made available to him. This service description has to be checked by the client for correctness and completeness and has to be provided with his approval note. Later requests for changes may lead to separate agreements on dates and prices.
2.4. Individually created software or program adaptations require a program acceptance for the respective program package concerned no later than four weeks after delivery by the customer. This will be confirmed by the client in a protocol. (Check for correctness and completeness on the basis of the service description accepted by the contractor by means of the test data provided under point 2.2). If the Customer allows the period of four weeks to elapse without program acceptance, the delivered software shall be deemed to have been accepted as of the end date of the said period. If the client uses the software in live operation, the software shall be deemed accepted in any case.
Any defects that may occur, i.e. deviations from the performance description agreed in writing, must be sufficiently documented by the client and reported to the contractor, who will endeavour to remedy the defects as quickly as possible. If there are significant defects reported in writing, i.e. if the live operation cannot be started or continued, a new acceptance is required after the defect has been remedied. The client is not entitled to refuse the acceptance of software due to minor defects.
2.5. If library (standard) programs are ordered, the customer confirms knowledge of the scope of services of the ordered programs with the order.
2.6. Should it become apparent in the course of the work that the execution of the order in accordance with the service description is actually or legally impossible, the contractor is obliged to notify the client of this immediately. If the client does not change the service description to this effect or creates the prerequisites for execution to be possible, the contractor can refuse to execute the order. If the impossibility of execution is the result of a failure on the part of the customer or a subsequent change to the service description by the customer, the contractor shall be entitled to withdraw from the order. The costs and expenses incurred up to that point for the contractor’s work as well as any dismantling costs shall be reimbursed by the client.
2.7. Program supports, documentation and service descriptions are shipped at the expense and risk of the customer. Any additional training and explanations requested by the client will be invoiced separately. Insurance will only be taken out at the request of the client.
2.8. We expressly point out that a barrier-free design (of websites) in the sense of the “Federal Act on the Equality of Persons with Disabilities (Federal Disability Equality Act – BGStG)” is not included in the offer, unless it has been requested separately or individually by the client. If the barrier-free design has not been agreed upon, it is the responsibility of the client to check the service for its admissibility with regard to the Federal Disability Equality Act. Likewise, the client must check the contents provided by him for their legal, in particular competition, trademark, copyright and administrative law admissibility. The contractor shall not be liable for the legal admissibility of content in the event of slight negligence or after fulfilment of any duty to warn the customer if such content was provided by the customer.
3. Prices, taxes and fees
3.1. All prices are in euro without value added tax. They only apply to the present order. The prices quoted are to be understood ex business location or office of the contractor. The costs of program carriers (e.g. CDs, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes etc.) as well as any contract fees shall be invoiced separately.
3.2. For library (standard) programs, the list prices valid on the day of delivery apply. For all other services (organizational consulting, programming, training, conversion support, telephone consulting, etc.), the work involved shall be invoiced at the rates valid on the day the service is provided. Deviations from a time expenditure on which the contract price is based and for which the contractor is not responsible shall be invoiced according to the actual time incurred.
3.3. The costs for travel, daily allowances and overnight stays will be invoiced separately to the client according to the respectively valid rates. Travel time is considered as working time.
4. Delivery date
4.1. The contractor shall endeavour to meet the agreed dates of performance (completion) as closely as possible.
4.2. The desired performance deadlines can only be met if the customer provides all necessary work and documents in full, in particular the performance specification accepted by the contractor according to point 2.3, on the dates specified by the contractor and fulfils his obligation to cooperate to the necessary extent. Delays in delivery and cost increases resulting from incorrect, incomplete or subsequently changed data and information or documents provided are not the responsibility of the contractor and cannot lead to the contractor’s default. Any resulting additional costs shall be borne by the customer.
4.3. In the case of orders comprising several units or programs, the contractor is entitled to make partial deliveries or issue partial invoices.
5.1. The invoices issued by the contractor, including value added tax, are payable within 14 days of receipt of the invoice without any deductions and free of charges. For partial invoices, the terms of payment specified for the entire order shall apply analogously.
5.2. In the case of orders comprising several units (e.g. programmes and/or training courses, implementation in partial steps), the contractor is entitled to invoice after delivery of each individual unit or service.
5.3. Compliance with the agreed payment dates is an essential condition for the performance of the delivery or the fulfilment of the contract by the contractor. Non-compliance with the agreed payments entitles the contractor to stop the ongoing work and to withdraw from the contract. All associated costs and loss of profit shall be borne by the customer. In case of default of payment, default interest will be charged at the usual bank rate. If two instalments are not paid in instalments, the contractor shall be entitled to have the loss of deadlines come into force and to make any accepted bills of exchange handed over due for payment.
5.4. The client is not entitled to withhold payments due to incomplete total delivery, guarantee or warranty claims or complaints.
5.5. Objections to invoiced claims must be raised by the client in writing within 10 days of the invoice date, failing which the claim shall be deemed accepted.
5.6. Objections to the invoice raised by the client do not prevent the due date of the invoice amount, unless it is a matter of objection to obvious errors in the invoice.
5.7. The client may only set off claims of the contractor against claims of the contractor with claims that have been established in court or acknowledged in writing by the contractor.
6. Copyright and use
6.1 All rights derived from patent, trademark, design protection, semiconductor protection and/or copyright law to the agreed services or otherwise from the creation of the services made available to the client are the property of the contractor or its licensors, unless otherwise agreed.
6.2. After payment of the agreed remuneration, contractor shall grant customer only a non-exclusive, non-transferable, non-sublicensable and perpetual right to use the software for the hardware specified in the contract and, to the extent of the number of licenses acquired, for simultaneous use on several workstations, to use all work results created on the basis of contractor’s contract for its own internal use. All other rights remain with the contractor. The cooperation of the customer in the production of the software shall not result in the acquisition of any rights over the use specified in this agreement. Any violation of the contractor’s copyrights shall result in claims for damages, in which case full satisfaction shall be provided.
6.3. The client is permitted to make copies for archiving and data backup purposes under the condition that the software does not contain an express prohibition of the licensor or third parties and that all copyright and ownership notices are transferred unchanged to these copies.
6.4. Should the disclosure of interfaces be necessary for the production of interoperability of the software in question, the customer shall order this from the contractor against payment of costs. If the contractor does not comply with this request and decompilation is carried out in accordance with copyright law, the results are to be used exclusively for the production of interoperability. Misuse will result in compensation for damages.
6.5. If the customer is provided with software whose licence holder is a third party (e.g. standard software from Microsoft), the granting of the right of use is based on the licence conditions of the licence holder (manufacturer).
7. Right of withdrawal
7.1. In the event that an agreed delivery time is exceeded due to the sole fault or unlawful action of the contractor, the client is entitled to withdraw from the order in question by registered letter, even if the agreed service is not provided in essential parts within the reasonable grace period and the client is not at fault. The Customer shall not be entitled to any claims for damages against the Contractor due to the withdrawal.
7.2. Force majeure, labour disputes, natural disasters and transport blocks as well as other circumstances beyond the control of the contractor shall release the contractor from the delivery obligation or allow it to redefine the agreed delivery time.
7.3. Cancellations by the client are only possible with the written consent of the contractor. If the contractor agrees to a cancellation, he has the right to charge a cancellation fee in the amount of 30% of the unbilled order value of the entire project in addition to the services rendered and accrued costs.
8. Warranty, maintenance, modifications
8.1. The contractor guarantees that the software fulfils the functions described in the associated documentation, provided that the software is used on the operating system described in the contract.
8.2.1 The prerequisite for error correction is that
- the client describes the error sufficiently in an error message and this error message is determinable for the contractor;
- the customer provides the contractor with all documents required for the correction of the error;
- customer or a third party attributable to customer has not interfered with the software;
- the software is operated under the intended operating conditions according to the documentation.
8.2.2 In case of warranty, improvement has priority over price reduction or rescission. In the event of a justified notice of defects, the defects shall be remedied within a reasonable period of time, whereby the customer shall enable the contractor to take all measures necessary for examination and remedy of the defects. The presumption of defectiveness according to § 924 ABGB is excluded. The contractor is only obliged to provide a warranty if the client has fully met his payment obligations.
8.2.3 Warranty claims of the client require a written and timely notice of defects. The client is obliged to examine the service for defects immediately after it has been performed by the contractor. The same obligation to give notice of defects shall also apply to hidden defects, whereby the obligation to give notice of defects shall be triggered upon discovery of the defect. Defects of a part of the delivery cannot lead to a complaint about the entire delivery. If no complaint is made in due time (within 14 days), the goods shall be deemed to have been approved, which shall exclude the assertion of warranty claims.
8.3. Corrections and additions which prove to be necessary until the handover of the agreed service due to organisational and programming deficiencies for which the contractor is responsible shall be carried out by the contractor free of charge.
8.4. Costs for assistance, misdiagnosis as well as error and malfunction removal for which the client is responsible as well as other corrections, changes and additions will be carried out by the contractor against payment. This also applies to the elimination of defects if program changes, additions or other interventions have been carried out by the customer himself or by third parties.
8.5. Furthermore, the contractor does not assume any warranty for errors, malfunctions or damage caused by improper operation, changed operating system components, interfaces and parameters, use of unsuitable organisational means and data carriers, if such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) and transport damage.
8.6. For programs that are subsequently modified by the customer’s own programmers or third parties, any warranty by the contractor is void.
8.7. Insofar as the subject of the order is the modification or supplementation of already existing programs, the warranty refers to the modification or supplementation. The warranty for the original program is not revived thereby.
8.8. Warranty claims expire six (6) months after delivery.
9.1. The contractor shall only be liable to the client for damages for which it can be proven that it is responsible in the event of gross negligence. This also applies analogously to damage attributable to third parties called in by the contractor. In the case of culpable personal injury, the contractor is liable without limitation.
9.2. Liability for indirect damages – such as loss of profit, costs associated with a business interruption, loss of data or third-party claims – is expressly excluded.
9.3. Claims for damages shall become statute-barred in accordance with the statutory provisions, but no later than one year after knowledge of the damage and the damaging party.
9.4. If the contractor performs the work with the assistance of third parties and if warranty and/or liability claims against these third parties arise in this connection, the contractor shall assign these claims to the client. In this case, the customer shall give priority to these third parties.
9.5. If data backup has been expressly agreed as a service, liability for the loss of data is not excluded in deviation from point 9.2, but for the restoration of data is limited to a maximum of EUR 10 % of the order amount per case of damage, but not exceeding EUR 15,000. Further warranty and compensation claims of the OP other than those mentioned in this contract – regardless of the legal basis – are excluded.
10.1 During and after the cooperation or use of the software developed by the contractor, the contractor may use the name and/or logo of the client as a reference on websites and in other advertising material. customer may revoke this authorization at any time with a reasonable conversion period.
11.1. The contracting parties undertake to be loyal to each other. They will refrain from any enticement and employment, including via third parties, of employees who have worked on the realisation of the orders, of the other contracting party during the duration of the contract and for 12 months after termination of the contract. The party to the contract who violates this provision shall be obliged to pay lump-sum damages in the amount of one annual salary of the employee.
12. Data protection, secrecy
12.1. The contractor obliges his employees to comply with the provisions of §15 of the Data Protection Act.
13.1 Should individual provisions of this contract be or become ineffective, the remaining content of this contract shall not be affected. The contractual partners will work together in a spirit of partnership to find a provision that comes as close as possible to the invalid provision.
14. Final provisions
14.1 Unless otherwise agreed, the statutory provisions applicable between entrepreneurs shall apply exclusively under Austrian law, even if the order is carried out abroad. In the event of any disputes, the local jurisdiction of the competent court for the contractor’s place of business shall be exclusively agreed. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions shall only apply to the extent that the Consumer Protection Act does not mandatorily provide for other provisions.
II. Special Terms for the Provision of Software as a Service and Cloud Services
1.1 Unless otherwise agreed in the offer, the provisions of this Part II. take precedence over the provisions of Part I. in the case of the provision of SaaS and/or cloud services.
1.2 For the duration of the contractual relationship, Workheld provides the client with the respective software in the mutually agreed version in the form of a SaaS service for use (see offer etc.,).
1.3 All requirements for the software solution are described in detail in the offer or in the other contractual components.
1.4 Access to and use of the software by the customer shall take place via the Internet.
1.5 The Client will pay Workheld a usage fee for the use and operation of the Software.1.6 The monthly or annual fee will depend on Workheld’s pricing, as the SaaS model allows for different pricing models. Unless a different pricing model is agreed in the Proposal, the following pricing models are available to the Client:
1.6.1 Per User/Month: The Client pays a fixed, recurring monthly fee for each registered User who uses the Software. The user can use the software to its full extent, regardless of the number of transactions and the time, like a kind of “flat rate”. The scope of services includes the use of the software.
1.6.2 Dependence on the scope of functions: This price model is an extension of the model according to point 5.7 (per user/month). Here, too, the Client undertakes to pay a fixed, monthly recurring fee, which, however, depends on the actually used functional scope of the software.
1.6.3 Other pricing models may also apply, such as billing by data volume, transactions or by CPU hour used, or a constant price over a certain contract term. Workheld reserves the right to charge the client separately for implementation costs in addition to the price models mentioned here, depending on the effort involved.
2. Obligations of the client to cooperate
2.1 The requirements (minimum hardware or software equipment) for the use of the respective cloud service are provided to the Client in the offer or in any other way.
2.2 The provision of these minimum requirements as well as the telecommunication services including the transmission services from or to the service transfer point (is equal to the network termination point of Workheld) are not the subject matter of the agreement but are the sole responsibility of the Client.
2.3 Unless otherwise agreed in the offer, Workheld requires the use of the following browsers in the latest stable version: Chrome, Safari, Firefox and Edge. If iOS, Android or Windows Apps are used, the latest stable version is required. With regard to Unicode encoding, Workheld generally assumes UTF-8, unless otherwise agreed in the offer.
2.4 If third-party software is required on the client’s hardware for the use of the cloud service (e.g. browser, PDF reader software), the client must independently take care of its installation and maintenance as well as the rights of use of the corresponding third-party provider. The client shall indemnify and hold Workheld harmless in this respect irrespective of fault.
3. IP-Rights to the Cloud Solution
3.1 Workheld is entitled to all (intellectual property) rights to the Cloud Service and the Client is not granted any further (usage) rights to or in connection with the Cloud Service that are not explicitly stated in the respective offer or in a supplementary agreement.
3.2 Unless otherwise specified in the offer or in a supplementary agreement, the customer is not permitted in particular to
relicense, publish, rent or lease the Cloud Service or parts thereof, make it available to others via networks or otherwise online, make it available within the scope of a timeshare or act as a Service Bureau or offer Subscription Services for the Cloud Service;
transfer the agreement to use the Cloud Service to any other person without Workheld’s written consent.
4.1 Workheld cannot warrant that the Cloud Solution will be error free and fully functional at all times and beyond the prevailing state of the art in the professional computing industry. Therefore, no warranties, guarantees and/or assumption of risk of success are given by Workheld with respect to the Cloud Solution, in particular with respect to a particular suitability of the Cloud Solution for a particular purpose. The Cloud Solution and its availability are conclusively described in the offer and the Client cannot derive any rights from any other information. The only warranty remedy is a down payment by the percentage by which the agreed service level is undercut, provided that a specific service level is agreed separately. For the avoidance of doubt, Workheld cannot accept any responsibility for circumstances within the control of the Customer, including but not limited to the Customer’s hardware, software and internet connection from or to Workheld’s network termination point.
4.2 In the event of any failure or error of any kind in connection with the Cloud Solution, the Client will immediately notify Workheld of such failure or error. Failure by the Client to notify Workheld immediately will not entitle the Client to make any claim unless the Client proves that Workheld caused or concealed the failure or error intentionally or by gross negligence. The existence of failures or errors must always be proved by the client – in particular, § 924 ABGB is excluded by mutual agreement.
4.3 Workheld cannot assume any responsibility for the cloud service being compatible with the hardware and software used by the client.
5.1 The monthly charge is dependent on Workheld’s pricing as the SaaS model allows for different pricing models. The respective prices and payment terms are specified in the offer.
5.2 In the event that the fee is calculated according to the actual use of the system (e.g. end points), the extent of the expected use according to the information provided by the client will be used for the initial billing. At the end of the first month of use of the respective cloud solution, the actual use will be evaluated by Workheld – whereby the costs of this evaluation will be charged separately – and subsequently, on this basis, the billing in advance according to the agreed periodic billing will be used as the basis of value. In the event that it is determined during the respective evaluation that the use exceeds the originally assumed extent, this use shall be subsequently invoiced.
5.3 The value of all ongoing fees shall be adjusted in accordance with the Consumer Price Index 2015 (CPI 2015) published by Statistics Austria or the index replacing it. The current charges shall therefore increase or decrease to the same extent as the CPI 2015 changes. The service charges will be adjusted once a year on 1 January of each calendar year in the proportion in which the annual average of the CPI 2015 for the last calendar year has changed compared to the CPI 2015 for the penultimate calendar year before the adjustment. If Workheld does not make an adjustment in the event of an increase in the 2015 CPI, Workheld does not waive the right to take the relevant increase in the 2015 CPI into account in adjusting the Charges at a later date or in subsequent years.
5.4 Even in the event of late payment through no fault of the Client, the Client will be liable to pay 1% interest per month. Workheld is in any case entitled to claim further damages in the event of default of payment by the Client or to charge pre-litigation costs, in particular reminder and collection fees as well as legal fees.
5.5 If the client repeatedly fails to pay his arrears despite being requested to do so, Workheld is entitled to discontinue the provision of services. It is made clear that Workheld cannot be held responsible for any resulting damages.
5.6 The client is not entitled to withhold or offset payments due to warranty claims or other counterclaims.
6. Termination of SaaS/Cloud Services
6.1 The contract for the provision of cloud services is concluded for an indefinite period upon placement of the order. It may be terminated in writing by registered letter or by e-mail with read confirmation in compliance with a three-month notice period to the last day of the respective month. The client waives termination of the cloud services for the duration of the first year. The right to extraordinary termination for good cause remains unaffected.
6.2 Workheld undertakes to return or destroy all data, documents, etc. owned by the client upon termination of the contract.
III. Special Terms for the Provision of Consulting Services
1.1 Unless otherwise agreed in the offer, the provisions of this Part III. take precedence over the provisions of Part I. in the case of consulting services.
1.2 The scope of a specific consulting order is contractually agreed in each individual case or results from the respective offer of Workheld.
1.3 Workheld is entitled to have the tasks incumbent upon it performed in whole or in part by third parties. Payment of the third party shall be made exclusively by Workheld. There is no direct contractual relationship of any kind between the third party and the client.
1.4 The Customer undertakes not to enter into any business relationship whatsoever with persons or companies that Workheld uses for the performance of its contractual obligations during and until the expiry of three years after the termination of this contractual relationship. In particular, the Client will not commission these persons and companies with such or similar consulting services that Workheld also offers.
2. Cooperation obligations of the client
2.1 The client shall ensure that the organizational framework conditions for the fulfillment of the consulting assignment at its place of business allow for undisturbed work that is conducive to the rapid progress of the consulting process.
2.2 The Client shall also inform Workheld comprehensively about previously performed and/or ongoing consultations – also in other fields of expertise.
2.3 The Client shall ensure that Workheld is provided with all documents necessary for the fulfillment and execution of the consulting order in a timely manner, even without a special request by Workheld, and that Workheld is informed of all processes and circumstances that are of importance for the execution of the order. This also applies to all documents, processes and circumstances that only become known during Workheld’s activities.
2.4 Notification of the contact persons or key persons (for each location or area of responsibility) of the Client for compliance with the approval procedures, releases and processing of the performance of services as well as immediate notification of any changes in this regard. Furthermore, the Customer shall ensure that the required contact persons are available for Workheld, otherwise Workheld may stop services until they are available. For this purpose, the Customer undertakes to announce adequate contact persons and to provide them with appropriate decision-making authority. Internally, the Client must also ensure that short or rapid decision-making paths are defined and that the named contact persons are also present on site at appointments if required.
2.5 The Ordering Party shall provide approvals and resolutions for the documents and materials submitted in due time. The Customer is aware that failure to meet the deadlines may result in failure to meet the deadlines specified in the schedule.
2.6 The Customer shall provide Workheld with access to the information necessary for the successful completion of the Consulting Order, provided that the Customer has access to such information.
2.7 The Client shall ensure that its employees and the employee representation (works council) provided for by law and established, if any, are informed by Workheld prior to the commencement of Workheld’s activities, insofar as this should be relevant for the provision of Workheld’s services.
3. Obligation to report
3.1 Unless otherwise agreed in the specific project, Workheld undertakes to report to the Client on its work, that of its employees and, if applicable, that of commissioned third parties, in accordance with the progress of the work.
3.2 The Client will receive the agreed result documents within a reasonable period of time, i.e. two to four weeks, depending on the type of consulting assignment after completion of the assignment.
3.3 Workheld is free from instructions in the production of the agreed consulting services, acts at its own discretion and on its own responsibility. Workheld is not bound to any particular place of work or working hours.
4. Protection of intellectual property
4.1 The copyrights to the works created by Workheld and its employees and commissioned third parties (in particular offers, reports, analyses, expert opinions, organizational plans, programs, performance specifications, drafts, calculations, drawings, data carriers, etc.) shall remain with Workheld. They may be used by the client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client is not entitled to reproduce and/or distribute the work(s) without the express consent of Workheld. Under no circumstances shall an unauthorized reproduction/distribution of the Work give rise to any liability on the part of Workheld – in particular, for example, for the correctness of the Work – vis-à-vis third parties.
5.1 Workheld shall be entitled and obligated to remedy any inaccuracies and defects in its performance that become known, irrespective of fault. Workheld shall inform the Customer thereof without delay.
5.2 This claim of the client expires after six months after the performance of the respective service.
6. Secrecy / Data Protection
6.1 Workheld undertakes to maintain absolute secrecy about all business matters coming to its knowledge, in particular business and trade secrets as well as any information it receives about the type, scope of operation and practical activities of the Customer.
6.2 Furthermore, Workheld undertakes to maintain secrecy vis-à-vis third parties about the entire content of the services as well as all information and circumstances it has received in connection with the provision of the services, in particular also about the data of the Client’s own customers.
6.3 Workheld is released from the duty of confidentiality with respect to any assistants and substitutes it uses. Workheld shall, however, fully transfer the duty of confidentiality to them and shall be liable for their breach of the duty of confidentiality as for its own breach.
6.4 The duty of confidentiality extends indefinitely beyond the end of this contractual relationship. Exceptions exist in the case of legally stipulated obligations to testify.
6.5 Workheld is entitled to process personal data entrusted to it within the scope of the purpose of the contractual relationship. The Customer warrants to Workheld that all necessary measures have been taken for this purpose, in particular those within the meaning of the Data Protection Act, such as declarations of consent of the persons concerned.
6.6 Workheld furthermore undertakes to comply with all provisions of the Data Protection Regulation, insofar as these are applicable according to the content of the respective order. Should there be any commissioned data processing for the Customer within the scope of Workheld’s activities, the contracting parties will conclude a suitable data processing agreement within the meaning of Art 28 DSGVO.
7. Contract duration
7.1 The service contract ends in principle with the completion of the project.
7.2 Notwithstanding the foregoing, the contract may be terminated by either party at any time for good cause without notice. Good cause shall be deemed to exist in particular
- If a contractual partner violates essential contractual obligations or
- If a contractual partner defaults on payment after insolvency proceedings have been opened.
- If there are justified concerns regarding the creditworthiness of a contracting party over which insolvency proceedings have not been opened and the contracting party, at Workheld’s request, neither makes advance payments nor provides suitable security prior to Workheld’s performance and the poor financial circumstances were not known to the other contracting party when the contract was concluded.