General Terms and Conditions

1 Scope, validity and amendment

The General Terms and Conditions (“GTC”) of Unwired Networks GmbH (“Unwired”) apply to all services, deliveries and managed services that Unwired provides to the client (“Client”).

Unwired may make changes to the GTC and these shall become effective after the expiry of a one-month objection period, which begins upon delivery by email to the email address provided by the customer. The current version is available on the website of Unwired.

Any terms and conditions of the client are expressly rejected by Unwired and, even if known, are not accepted and therefore not part of the contract, unless expressly agreed otherwise in writing in individual cases. No further objection to the client’s GTC by Unwired is required.

2 Client

The Client and the companies affiliated with the Client at present and in the future (within the meaning of Section 15 AktG) have the right to place orders under the conditions specified in these General Terms and Conditions. In this case, this contract is concluded between Unwired and the respective group company (KU) in relation to this service.

3 Contractual basis

Contractual bases for orders by the Client or its KU shall be drawn up in the following order:

1. Order (order confirmation by Unwired)
2. Unwired standard service description in the currently valid version (according to website)
3. these General Terms and Conditions

Documents not expressly listed do not apply.

If a framework agreement has been concluded between the client and Unwired Networks GmbH, its provisions in the respective valid version shall take precedence over the above-mentioned documents.

In the event of contradictions between the aforementioned components of the contract, the provisions in the documents listed first shall take precedence over the provisions in the documents listed below. By way of exception, provisions in subordinate documents shall take precedence, provided that the deviating provision in the subordinate document expressly clarifies, with reference to the primary document, that the parties intend a deviating provision for the specified exceptional case.

The parties may conclude further service agreements on the basis of these GTC in the future, which shall also become part of the contract. Service agreements are all contracts for essentially new services as well as agreements that contain changes to agreements already fulfilled by the parties.

4 Commissioning

The content and scope of the deliveries and services shall be regulated in detail in a written order.

4.1 Commissioning process

Unwired submits a non-binding offer to the client.

For the purpose of commissioning, the client shall send Unwired the legally binding (signature or qualified digital signature valid in Austria) offer from Unwired including all enclosures or a legally binding order via client systems, which contains all offer contents such as item texts and ancillary conditions and which clearly refers to the offer from Unwired or lists it as an enclosure.

The order is concluded when Unwired accepts the implementation of the legally binding offer signed by the client by sending an order confirmation (the order of precedence of documents according to point 3 applies). All order confirmations relating to third-party services (e.g. Internet access, …) are subject to technical feasibility.

Unless expressly agreed otherwise between the parties, there is neither an obligation on the part of the Client or its KU to place orders nor an obligation on the part of Unwired to accept them.

5 Service provision/service content

5.1 Services

Unwired provides standardized and individual services to the client.

The commissioned scope of services and price of standardized services (e.g. setting up a client) is set out in the Unwired service description – Standard products section. Services not explicitly marked as “flat-rate” are provided and charged according to actual expenditure.

The scope of individual services (e.g. software customization, installation, project management) is specified in the offer and/or the Unwired service description section “Individual services”. Unless otherwise stated in the offer, the fee is calculated according to the actual expenditure based on Unwired’s current price list.

Individual agreements between the client and Unwired or its KUs on the basis of this framework agreement are separable and divisible, can be accepted separately and are also to be assessed completely separately from each other in legal terms.

5.1.1 Project management

Unless otherwise agreed, project management (and thus overall responsibility for the success of the project) is the responsibility of the client.

The contracting parties agree that the client shall nominate a contact person authorized to make decisions, who shall be solely responsible for operational project management – in particular internal schedule coordination, decision-making, acceptance and delivery of documents – at the client’s premises. Unwired shall also nominate a project manager with decision-making authority.

The client shall name a direct contact person for the respective local technical project manager. The local technical project managers can access the support of Unwired during the planning on site against payment of the announced hourly support rates.

5.1.2 Duty to cooperate

The client undertakes to fulfill the obligations to cooperate specifically listed in the order as well as the usual obligations to cooperate for the provision of such a project. The timely fulfillment of the contract by Unwired essentially depends on the fulfillment of these obligations to cooperate. These obligations to cooperate include:

• Appointment of a technical and organizational project contact person on the part of the client with decision-making authority
• Provision of necessary project resources such as:
  • Graphics, logos, color definitions and the corresponding rights
  • Infrastructure in the vehicle or at the client (space, electricity, network) Software and tools for prototypes, installation, assembly
  • Implementation of agreed or generally customary preliminary services (DSL & LTE Internet access incl. SIM cards, accessibility of installation locations, trained personnel, cabling, permits, …)
  • Installation, documentation and official approval of hotspots, cabling and antennas in vehicles (bus/train/cable car)
  • Timely provision of personnel for planning, execution and acceptance
  • Provision of delivery schedules
  • Prompt communication and naming of administrative contacts (e.g. for billing)

Insofar as Unwired is prevented from providing the contractual services due to the client’s failure to comply with its contractual obligations to cooperate, Unwired shall not be responsible for any resulting deficiencies in performance.

Agreed deadlines shall be postponed to a reasonable extent. The extension shall be calculated according to the duration of the non-contractual cooperation/provision.

Unwired shall do everything it can reasonably be expected to do to compensate for any disruptions in performance caused by the Client’s failure to fulfill its obligations to cooperate. In particular, it shall offer to support the Client – as far as possible – in the fulfillment of its obligations to cooperate. Unwired shall be entitled to separate remuneration for these support services in accordance with the agreed or current hourly rates of Unwired.

If the client is in default of acceptance due to the improper performance of the duties to cooperate, Unwired shall also be entitled to charge the client for the costs incurred in connection with the provision of services in accordance with the aforementioned hourly rates.

5.1.3 Training courses

Unwired shall train the client’s employees in the operation of the components if this has been agreed separately. The selection of suitable employees for training, as well as the provision of suitable premises and IT systems, shall be at the client’s risk. Unwired assumes no guarantee or liability for the success of the training. Unless otherwise agreed, training shall take place online.

Individually agreed on-site training courses must be ordered in writing from Unwired at least 4 weeks before the training date in Austria and at least 6 weeks before the training date in other EU countries. If an ordered training course is canceled less than 2 weeks before the agreed date, a 30% advance payment for the training course and, if the premises were booked through Unwired, the costs for providing the training room are also due. Travel costs, reimbursement of expenses and accommodation will be charged at cost, unless otherwise agreed.

5.1.4 Change in performance

Either party may request a contract amendment at any time. The intended contract amendment must be made in writing and contain sufficient information to enable the other contracting party to assess the requested contract amendments. Each contract amendment must contain at least the following information:

• Description of the nature of the desired change with exact time and quantity specifications;
• Sense and purpose of the desired change;
• Special circumstances and backgrounds to be considered with regard to the desired change;
• Urgency of the desired change.

Unless otherwise agreed, the project manager of one contracting party shall notify the project manager of the other contracting party of any change requests.

All agreed changes require a written agreement between the contracting parties, which must be signed by the authorized representatives. The representatives must be named in each case.

5.1.5 IP rights for services

Intellectual property (copyrights, trademark rights, patent rights, other property rights or rights of use, etc.) as well as all other rights to work results, such as software in particular, shall always remain with Unwired, unless expressly granted and/or transferred to the Client in writing.

Upon full payment of the agreed remuneration, Unwired shall grant the client the non-exclusive, temporally, materially and geographically unrestricted right to use these work results within the scope of its business operations. The above granting of rights does not include the right to edit, but does include the right to reproduce and the right to transfer the rights of use within the Client’s company.

If the work results are software, the regulation for standard software as a service applies.

Unwired is entitled to incorporate all knowledge and developments arising from or in connection with the contractual relationship with the Client into other developments with third party contractual partners.

5.1.6 Acceptance

The service shall be deemed to have been rendered upon handover, but at the latest to the extent that it is put into operation (i.e. used as intended).

The Client has satisfied itself that the components to be delivered or services to be rendered are compatible with each other and with the existing ones and are sufficient to cover the Client’s requirements.

The Customer shall be obliged to give notice of defects. It must notify Unwired of any defects in writing without delay, at the latest within ten working days of delivery, failing which it shall forfeit all rights.

Unwired shall provide the Client with the components or other project works for acceptance. The service within the scope of this contract can be provided in parts and can also be made available for acceptance in parts by Unwired. Parts whose defects have been rectified following a timely and justified complaint by Unwired shall be made available again by Unwired for acceptance. The unjustified refusal of acceptance, in particular in the absence of a timely and proper notice of defects, shall not entail any legal consequences.

If the Client has made changes to the components used in the project that contradict the original specifications or impair the functionality of the software components created, all warranty claims and liability shall lapse.

5.1.7 Schedule

Dates and deadlines are only binding for Unwired (i.e. non-compliance with them triggers default consequences) if they were expressly agreed as such in the individual order. Cases of force majeure, technical difficulties and operational disruptions that are not exclusively within Unwired’s sphere of influence (e.g. hardware problems, line problems, …), in particular also the violation of obligations to cooperate by the client, release Unwired from compliance with agreed deadlines. If the problem is not exclusively in the direct sphere of Unwired when meeting an agreed deadline or if an end cannot be predicted, Unwired is entitled to declare its withdrawal from the contract and to invoice the services rendered up to this point in time. Non-compliance with expressly agreed deadlines shall only entitle the client to withdraw from the contract if they have granted Unwired a reasonable grace period of at least two weeks, depending on the individual case. The respective period shall commence upon receipt of a reminder letter by Unwired.

5.2 Deliveries

Unwired deliveries of goods include hardware, software as well as assembly and small items.

Unless otherwise specified, Unwired Hardware are devices that are exclusively compatible with the Unwired Hotspot systems, for the operation of which a corresponding license agreement must be concluded. Furthermore, the devices are approved for use in certain markets (e.g. European Union). Use outside of these areas or with settings outside of the parameters permitted by regulations and modification of the devices is not permitted. Further hardware specifications are included in the performance description. Data, dimensions, weights and illustrations in brochures or catalogs are given to the best of our knowledge and are only binding if they are expressly designated as such. We reserve the right to make technical changes.

Delivered goods remain the unrestricted property of Unwired until full payment has been received.

If devices are only provided to the client for use, they remain the property of Unwired, even if they have been installed, and must be returned to Unwired at the client’s expense within 30 days upon termination of the contract, including all accessories such as power supply units or similar. Otherwise the full purchase price will be charged. The customer and the persons subject to their area of responsibility must use these end devices or accessories as intended. In the event of damage for which Unwired is not responsible, the client shall not be released from its obligation to pay. Service and maintenance of rented end devices and accessories shall be carried out exclusively by Unwired or service providers commissioned by Unwired for the entire duration of the contract.

Unless otherwise agreed, prices and delivery terms shall be EXW (Incoterms 2020) Unwired Networks GmbH, Gonzagagasse 11/25, 1010 Vienna or EXW (Incoterms 2020) the location of the manufacturer or distributor, which Unwired shall specify for each product.

Returns of goods will only be accepted with the prior approval of the responsible sales outlet. Goods returned without authorization will be returned at the buyer’s expense. A processing fee may be charged for administrative expenses. Transport packaging will be taken back if there is a legal obligation to take it back (see § 19 para. 3 of the Packaging Ordinance) in accordance with the legal requirements.

If delivery dates are not explicitly specified in the order confirmation, the Client shall be obliged to provide the Contractor with a binding delivery schedule for deliveries no later than 4 weeks after acceptance of the order by the Contractor. If this notification is not made, the delivery shall be made in accordance with the delivery deadlines of the respective manufacturer, but at the latest within 18 months of acceptance of the order. If the Customer changes the delivery schedules after the period of 4 weeks, the Contractor reserves the right to charge the Customer processing costs of 0.5% of the value of the goods of the affected delivery plus any third-party costs (e.g. storage costs).

5.2.1 Third-party software & firmware

By ordering licensed software from third parties, the contractual partner confirms knowledge of and compliance with the license conditions of this third-party software.

Some of the hardware and software supplied may contain open source software. This open source software is made available under the terms of the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), or Open Source Initiative Licenses (OSI), among others. To obtain the corresponding open source sources, please contact our technical support.

Unwired assumes no warranty for such third-party software or for software that is classified as “public domain”, “open source” or “shareware”. However, Unwired is prepared to assign any warranty claims to which it is entitled against the manufacturer of the third-party software to the client.

Upon full payment of the hardware, Unwired grants the client a non-exclusive, temporally and spatially unrestricted license to use the firmware contained therein within the scope of its business. Unwired points out that the use of hardware and firmware is not possible or only possible to a very limited extent without the licensing of Unwired’s cloud services. The functions available to the client are based on the product version ordered by the client according to the Unwired Networks service description. The client does not receive any processing rights.

5.3 Provision of managed services

5.3.1 Service description

The managed service includes the provision of

• Standard software as software as a service
• Internet service providing services
• Operational monitoring (monitoring, recovery, …)
• optional: provision of hardware
• Support as part of the Managed Service

based on the detailed specification according to the Unwired Networks service description.

5.3.2 Standard software as a service

The Unwired Edge Cloud (hereinafter “UEC”) is operated by Unwired as cloud-based Software as a Service (“SaaS”). The Client is enabled to use the software stored and running on the servers of Unwired or a service provider commissioned by Unwired via an Internet connection for its own purposes during the term of this contract and to store and process its data with its help.

Unwired shall provide the client with the latest version of the UEC at the router output of the data centers in which the UEC is operated for the client’s geographical region (“transfer point”) for use by users or the hardware operated by Unwired for the client (“CPE”, Customer Premises Equipment). Unless explicitly agreed otherwise, Unwired is not responsible for establishing and maintaining the data connection between the customer’s IT systems and the described transfer point.

The transfer of user accounts in the UEC to third parties, including their short-term transfer, is not permitted.

Unwired will make necessary adjustments to the functionality resulting from changes to the legal framework (e.g. data retention, ePrivacy Directive). The Client shall accept the resulting one-off fees and changes to ongoing fees, insofar as objectively justified.

Unwired shall include extensions requested by the Client in the UEC service description at its own discretion and is entitled to offer these functions to all of its customers for use. There is no obligation to implement extensions from UEC.

If the Client uses Unwired’s marketing and publication systems, it shall ensure that its employees and commissioned third parties comply with the statutory regulations, in particular the obligation to provide a legal notice and compliance with the prohibition of certain content and compliance with data protection regulations.

5.3.3 Provision of Internet Service Providing services (ISP services)

5.3.3.1 Internet access services

As a provider of public telecommunications services, Unwired provides the client with a network termination point (e.g. DSL, LTE modem, VPN gateway) for access to the Internet with the technical features available according to the service description in the jurisdictions listed therein.

Unwired shall ensure that the agreed quality of service is guaranteed. Compensation or reimbursement in the event of non-compliance with the quality of service is based on the SLA. An official order or a court order may legally oblige Unwired to monitor the customer’s connection or to block access to certain websites. Unwired also reserves the right to prevent the transmission of data or services that are contrary to the applicable laws or morality, but is not obliged to do so. In order to protect the integrity and security of the network, Unwired uses traffic management measures (e.g. bandwidth restrictions for individual services).

Unwired is authorized to transfer its obligations in whole or in part, thus also with regard to individual services, or the entire contract to a third party with debt-discharging effect and shall inform the customer of this. The right to use vicarious agents remains unaffected.

5.3.3.2 Public Internet access (hotspot Internet)

Unwired provides a public telecommunications service on behalf of the client via various technical media (e.g. WLAN, LAN, VPN, …) for end users (e.g. passengers). This is a special form of Internet access, which is characterized by the need to register via a so-called “captive portal”.

The Client shall only use these services within the agreed jurisdictions.

Unwired acts either as a technical service provider for the client or as the operator of this telecommunications access.

As the operator of a telecommunications access, Unwired assumes liability towards the client for the usage behavior of end users (e.g. passengers), so that the client is not liable for any legal violations by users of the public Internet access at the client’s location that are unknown to it.

The Customer is aware that hotspot internet is not a complete internet access, but can only be used by end devices with certain features. In particular, data traffic with hotspot internet may be restricted by quantity, time and bandwidth restrictions, access filters, authentication methods and country-specific regulations depending on the product selected according to the service description. Furthermore, the Customer is aware that changes in the legal situation may lead to restrictions on the use of Hotspot Internet and that any costs for system adjustments are not included in the scope of the contract (e.g. identification of end users).

Public Wi-Fi networks, if operated without encryption, cannot protect the end customer’s data traffic. The client acknowledges that Unwired therefore cannot guarantee data security for its end customers or its own use.

5.3.3 Complaint management

Illegal content and/or information that is incompatible with the General Terms and Conditions of Unwired Networks can be reported to our complaint management via our support form. It is also possible to make a complaint by telephone on 0043 1 996 20 51 in German and English (see: https://unwirednetworks.com/impressum/#dsa-kontakt).

It should be noted that customers are responsible for the content they post themselves. As soon as content is reported and classified as illegal, it will be removed immediately.

5.3.4 Availability and operational monitoring

Unwired operates the UEC with a view to high reliability and availability according to the product variants commissioned in accordance with the Unwired Networks service description.

Unless explicitly agreed otherwise, Unwired shall provide the client with options for monitoring the operation of the commissioned services via UEC in accordance with the service description, but not the proactive reporting and rectification of failures, in particular of the client’s end devices. Operating times and availabilities according to the service description, or if individually agreed, only apply to the central services of UEC (in Unwired’s data center) and not to end devices (e.g. WLAN access points or routers) at the client’s location or in vehicles.

5.3.5 Provision of hardware

If, in addition to the provision of UEC and ISP services, the client is also provided with hardware for use during the term of the contract, this shall remain the property of Unwired and must be returned to Unwired at the client’s expense within 30 days, including all accessories, upon termination of the contract. Otherwise, the full purchase price will be charged.

In the event of damage to the hardware for which the client is responsible, the client shall not be released from its obligation to pay the agreed ongoing fees. Service and maintenance of rented end devices and accessories may only be carried out by Unwired or service providers commissioned by Unwired for the entire duration of the contract.

For certain products or managed services according to the Unwired service description, the client is entitled to free replacement during the term of the contract, unless this was necessary due to improper use or culpable behavior on the part of the client.

5.3.6 Support

In the event of service failures or product malfunctions, the Client shall have access to support from Unwired in the version selected according to the service description. A prerequisite for the use of Unwired’s support is the use of the latest released software version of Unwired.

The client must support Unwired in identifying the fault to the extent possible and grant Unwired or third parties commissioned by Unwired the necessary access at all times to enable the fault to be rectified. If Unwired or third parties commissioned by Unwired are called to rectify a fault and it is determined that there is no fault in the provision of the contractually agreed services or that the fault is the responsibility of the client, the client must reimburse Unwired for any expenses incurred as a result.

5.3.7 Defective performance

If the service does not conform to the contract, the service levels (SLAs) agreed in the service description shall apply. The rights and claims to which the customer is entitled therein are conclusive.

5.3.8 IP rights SaaS

Unless otherwise agreed in individual cases, the entire intellectual property of Unwired existing at the time of conclusion of a Managed Services contract as well as any adaptations, changes and further developments thereof shall remain the property of Unwired during the term of the contract.

Unwired grants the Principal access to the UEC within the scope of a non-exclusive license to use the work for the duration of the contract for use within the scope of its business. The functions accessible to the client are based on the product version ordered by the client according to the service description.

6 Term, termination

6.1 Term, (ordinary) termination

Contracts concluded between the client and Unwired for the purchase of managed services or other continuing obligations shall become effective upon acceptance of the order by Unwired, at the latest upon intended use by the client, and shall initially be concluded until December 31 of the third year following the date of conclusion of the contract (basic contract term). They are automatically extended by a further calendar year if they are not terminated by one of the contracting parties subject to a notice period of 3 months to the end of the respective term. If no proper notice of termination is given, the contract is automatically extended by 12 months.

For each order involving an extension of the existing installation, the term of all services ordered is extended by a further basic contract term.

6.2 Premature termination of the contract (extraordinary termination)

Both contracting parties may terminate the contract prematurely without notice for good cause.

Important reasons include, but are not limited to:

• Late payment despite 2 reminders;
• the rejection of an application to open insolvency proceedings due to a lack of assets to cover costs and the application for an out-of-court settlement attempt or similar proceedings
• repeated breach of material contractual provisions despite reminders;
• misuse or repeated toleration of misuse of the Unwired Networks network infrastructure

Unwired shall also have the right to temporarily suspend its contractual services until the client restores the contractually compliant condition after setting a reasonable grace period twice. Its right to contractual remuneration shall remain unaffected.

In addition, Unwired has the right to terminate the contract prematurely with a reasonable notice period for good cause, due to which it cannot be reasonably expected to continue to maintain the contract, in particular for economic reasons. Such reasons can be, for example: significant changes to the regulatory framework (e.g. prohibition of public WLANs without identification of end users, changes to the basic technical infrastructure of the client, etc.).

If an important reason that entitles the Client to terminate the contract prematurely only relates to a partial service, the Client may only declare the termination with regard to this partial service. In particular, the discontinuation of an agreed service does not entitle the Client to terminate the contract with regard to the provision of other (still available) services.

In the event of premature termination of the contract, the services rendered up to this point in time shall be invoiced on a pro rata basis.

Good cause for a justified extraordinary termination exists if the circumstances have changed significantly since the contract was concluded and this change was not foreseeable when the contract was concluded and, in addition, the change in circumstances was not caused by the terminating party itself.

If the client approaches Unwired with an extraordinary termination, it must disclose the important reason for the extraordinary termination. The assertion of good cause in the context of extraordinary termination must be made in good time, i.e. immediately after the client becomes aware of the good cause. If an extraordinary termination is made late or without there actually being good cause for the extraordinary termination, Unwired shall reinterpret the Customer’s declaration of intent to the effect that it is an effective ordinary termination on the next possible termination date in accordance with point 6.1. of these GTC.

6.3 Term of framework agreements

Framework agreements based on the Unwired Networks GTC shall become effective upon signature by both contracting parties and shall be concluded for an indefinite period. They can be terminated by either party with a notice period of 6 months to the end of the year, whereby in the case of a valid individual agreement, the termination of the framework agreement only becomes effective at the end of the individual agreement.

6.4 Product life cycle

The Contractor does not guarantee that services and managed services will be updated and/or produced for a certain period of time and/or that maintenance and customer service for the products will be available for a certain period of time beyond the minimum contract term agreed with the Customer, unless otherwise agreed with the Customer. This applies both to software products that are developed and distributed directly by the Contractor and services that are provided directly by the Contractor, as well as to products that are manufactured by third parties and supplied by the Contractor.

For deliveries (e.g. hardware), the product life cycle regulations (“end-of-life policies”) of the respective manufacturer of the product apply.

The Contractor and/or third parties may terminate the updating and/or production and/or maintenance and customer service for the hardware and software products at any time (so-called “end-of-life” or “EOL”). The Contractor shall not be liable for damages of any kind suffered by the Customer due to the lack of updating of the products, the lack of maintenance and after-sales service or the incompatibility of these products with other systems and/or products of the Customer. It is the Customer’s responsibility to replace its products in good time in the event of end-of-life.

Information on product updates or the discontinuation of the Contractor’s service and software products shall be published on the Contractor’s website. Information on product updates and discontinuation of delivery products shall be published on the websites of the respective manufacturers (no guarantee by the Contractor).

7 Subcontractors

The Client hereby gives its consent for the data center operation to be provided by external service providers (e.g. Google, Amazon or comparable service providers).

In the event that personal data is processed on behalf of the client, Unwired shall inform the client in advance about the subcontractors it uses for this processing activity or a change of subcontractors during the ongoing contractual relationship. If the client has objectively justified objections to the use of a new subcontractor, the client may terminate the service in question prematurely with a notice period of 3 months to the end of each month, at the earliest with the arrival of the new subcontractor, regardless of any agreed commitment periods.

8 Prices and terms of payment

The agreed prices apply. All prices offered are current prices. The prices on the day of the order confirmation by the Contractor or its supplier shall apply.

Unwired reserves the right to change prices, in particular but not exclusively in the event of changes to hardware purchase prices and regulated advance service prices of Internet service providers.

VAT will be charged additionally in accordance with the applicable statutory regulations.

Furthermore, changes in the law and the resulting mandatory legal requirements may result in price adjustments, which Unwired may make unilaterally.

For deliveries of hardware, 100% of the purchase price is due when the order is placed. Fees for flat-rate services are due 100% when the order is placed.

Non-lump-sum services (items with estimated time expenditure without a lump sum) are due 50% upon commissioning and 50% at the latest after completion of the agreed service.

Ongoing fees for the operation of the UEC shall be charged from the 1st day of the following month at the latest for the delivery of hardware or with the installation or configuration in the UEC. The earlier date shall apply. The regulation applies if a payment plan for the current fees was not defined at the beginning of a project. Invoicing of the ongoing fees takes place after the described procedure, but at the latest at the time of commissioning or acceptance, by the end of the year and subsequently in January of the following year for 12 months in each case. In the case of self-installation, invoicing of the ongoing charges shall take place upon commissioning and subsequently in January of the following year for 12 months in each case.

Unless a lump sum has been agreed, small items will be invoiced according to actual expenditure.

The term of payment is 10 days net from the invoice date.

All current fees are indexed according to the Austrian Consumer Price Index 2020 (CPI 2020). The adjustment is made once a year in January based on the index figure for September of the previous year. The fee then increases to the same extent as the CPI 2020 (or any successor index) has changed from September of the previous year to September of the following year.

The client explicitly agrees to the electronic delivery of the invoice by e-mail.

Objections to the invoiced claims must be raised by the Client within 2 weeks of the invoice date, otherwise the claim shall be deemed to have been accepted in terms of reason and amount.

Offsetting with alleged counterclaims against Unwired and the retention of payments due to alleged defects that are not recognized by Unwired is excluded.

Default interest of 9.2% p.a. applies in the event of late payment. In addition, Unwired is entitled to suspend its contractual services until full payment has been made in the event of late payment after setting a reasonable grace period.

9 Liability

Unwired’s liability for slight negligence, consequential damages, damages to third parties and loss of profit is excluded to the extent permitted by law. Otherwise, liability for gross negligence is limited in total to the contractual remuneration for the year in which the event causing the damage took place, up to a maximum of the scope and amount of Unwired’s corresponding insurance. Liability for intent shall be governed by the statutory provisions.

Claims for damages shall lapse in accordance with the statutory provisions, but no later than one year after knowledge of the damage and the party responsible for the damage.

The prerequisite for any claims against Unwired is the immediate and detailed and specific written or electronic notification of the damage after the occurrence of the damage becomes recognizable in accordance with the formal and content-related specifications of the service description.

10 Warranty

The warranty period for work services and deliveries is 180 days from handover or from installation in the UEC. The earlier date shall apply here. Defects subject to warranty shall be remedied at Unwired’s discretion either by repair or replacement within a reasonable period of time. Conversion or price reduction shall be excluded by mutual agreement, to the extent permitted by law. There is no right to replacement with a new device, but there is a right to replacement with a functionally equivalent refurbished device. The warranty shall expire if repairs or modifications, such as the installation of non-approved firmware, have been carried out. The presumption of defectiveness according to § 924 ABGB is excluded.

11 Secrecy

Unless a separate non-disclosure agreement (NDA) has been concluded, the following shall apply to all SMEs belonging to the Client’s group: documents transmitted by Unwired must be treated confidentially and may not be passed on to third parties. If a separate non-disclosure agreement is necessary due to the shareholding relationship, Unwired shall conclude a corresponding non-disclosure agreement with the CC in the course of the commissioning process.

12 Final provisions

All agreements made between the Client, its KU and Unwired for the purpose of executing this contract are conclusively set out in this contract and its annexes. Verbal collateral agreements shall not be effective.

With the exception of amendments to this Agreement and statutory written form requirements, fax and e-mail are sufficient for written form (including qualified digital signatures valid in Austria) within the meaning of this Agreement.

Austrian substantive law shall apply, with the exception of its conflict of law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is the registered office of Unwired.

Should a provision of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

The Client must notify Unwired immediately in writing of any changes to its name or address. If no notification of change is made, documents shall be deemed to have been received by the client if they were sent to the last address provided by the client. If the client requests a new invoice in the event of name changes that were not notified in good time, Unwired shall comply with this request as far as possible. However, this shall in no way prevent the original invoice from falling due.

13 Operator data

Unwired Networks GmbH
Gonzagagasse 11/25
1010 Wien

Office address:
Gonzagagasse 11/25
1010 Wien

Management: Mag. Alexander Szlezak
Register court: HG Wien, FN 365784v
UID: ATU66578027

Raiffeisenlandesbank NOE-Wien
BIC: RLNWATWW
IBAN: AT883200000011402401