MINDSTREAM
DE · EN ← Back to homepage

General Terms and Conditions

General Terms and Conditions

Last updated: July 2026

These terms govern the cooperation between MINDSTREAM GmbH and its clients in software development, platforms, data and AI solutions, operation, maintenance and consulting. They are designed for long-term, reliable partnerships. The German version is legally binding; this English translation is provided for convenience only.

§ 1Scope & definitions

These General Terms and Conditions (GTC) apply to all contracts, deliveries and services of MINDSTREAM GmbH, FN 588854 m (hereinafter "MINDSTREAM"), towards entrepreneurs within the meaning of § 1(1)(1) of the Austrian Consumer Protection Act (KSchG) and towards legal entities under public law. Consumer transactions are not the subject of these GTC.

They apply in the version valid at the time the contract is concluded and also to all future transactions, without any need for renewed reference. Any differing, conflicting or supplementary terms and conditions of the client are expressly rejected; they become part of the contract only with the express written consent of MINDSTREAM. Accepting services without objection does not constitute such consent.

§ 2Subject matter & scope of services

The subject of the contract is the services described in more detail in the respective offer, order or statement of work, in particular:

The relevant written service description governs the nature and scope of the service. MINDSTREAM performs the services with customary professional care in accordance with the state of the art at the time the contract is concluded. Fitness for a particular purpose going beyond the agreed service description is owed only insofar as it has been expressly warranted.

§ 3Offer & conclusion of contract

Offers from MINDSTREAM are without engagement unless they are expressly designated as binding or provided with a period of commitment. The contract is concluded by written order confirmation from MINDSTREAM, by signing an offer or by commencement of performance. Cost estimates are non-binding unless designated otherwise.

§ 4Performance, cooperation & subcontractors

MINDSTREAM performs the services on its own responsibility and is free to choose the methods, technologies and staff used, unless otherwise agreed in the contract. Where cooperation is agile or iterative, the parties jointly specify the scope of services on an ongoing basis; interim results are not deemed defects.

MINDSTREAM is entitled to engage suitable third parties (employees, freelancers, partners in its network, cloud and hosting providers) as subcontractors to perform the services. In this case, MINDSTREAM remains the client’s sole point of contact and contractual partner and is liable for its vicarious agents within the framework of these GTC.

§ 5Client’s duties to cooperate

The client provides all information, documents, data, content, system access and test environments required for performance in good time, completely and in suitable form, and names a contact person authorised to make decisions. The client reviews interim and final results promptly and makes necessary decisions without undue delay.

The client warrants that it holds the necessary rights to the content and data provided and that their processing does not infringe any third-party rights or legal provisions. Delays or additional expenses resulting from untimely, incomplete or faulty cooperation are not borne by MINDSTREAM and entitle it to a reasonable adjustment of deadlines and remuneration.

§ 6Dates, deadlines & default

Dates and deadlines are binding only if they have been expressly agreed in writing as binding. Circumstances for which MINDSTREAM is not responsible — in particular delayed cooperation by the client, subsequent changes to services and force majeure (§ 20) — extend agreed deadlines appropriately. If MINDSTREAM is in default, the client must set a reasonable grace period of at least 14 days.

§ 7Changes to services

The client may request changes to the scope of services. MINDSTREAM assesses feasibility and communicates the effects on effort, remuneration and deadlines. Changes are implemented only after written confirmation by both parties. Until agreement is reached, work continues on the basis of the original order, insofar as this is reasonably possible.

§ 8Acceptance

Where formal acceptance is agreed, the client reviews the service within 14 days and declares acceptance in writing. The service is also deemed accepted if the client uses it productively or does not object within the deadline, specifying material defects in concrete terms. Immaterial defects do not entitle the client to refuse acceptance.

§ 9Remuneration & payment terms

Remuneration is based on the offer or order confirmation. If no flat rate is agreed, billing is based on actual effort at the hourly rates in force from time to time. Travel, external and licence costs are charged separately where agreed. All prices are net plus statutory value-added tax.

Unless otherwise agreed, invoices are due without deduction within 14 days of the invoice date. For larger projects, MINDSTREAM is entitled to issue down payments and partial invoices according to project progress. In the event of late payment, default interest of 9.2 percentage points above the base rate (§ 456 UGB) is due, as well as reimbursement of necessary reminder and collection costs. MINDSTREAM is entitled to withhold ongoing services until due remuneration has been paid in full.

§ 10Rights of use & exploitation

For the custom work results created under the order, MINDSTREAM grants the client, upon full payment of the agreed remuneration, the geographically and temporally unlimited, non-exclusive right to use them for the contractually intended purpose. An exclusive right, the right to modification by third parties or the transfer of the source code require a separate written agreement and remuneration.

Pre-existing know-how, concepts, libraries, frameworks, tools and reusable components of MINDSTREAM remain its property; MINDSTREAM is entitled to use the general and empirical knowledge gained during the project for other projects without limitation in time or content. The respective licence terms of the rights holders apply to any external, open-source and third-party software used; MINDSTREAM points out material licence obligations.

§ 11Data, data quality & artificial intelligence

The client is responsible for the accuracy, completeness and lawfulness of the data it provides. The quality of data-driven and AI-supported results depends substantially on the quality of this data.

The client acknowledges that artificial intelligence and machine learning methods are inherently probabilistic: their outputs may be incomplete, erroneous or non-reproducible. MINDSTREAM owes the professional design, integration and safeguarding of such methods, but gives no guarantee for the factual accuracy of individual AI-generated results. AI outputs do not replace professional, legal or business review by the client; appropriate human oversight before business-critical use is the client’s responsibility.

§ 12Operation, hosting, maintenance & availability

If MINDSTREAM assumes operation, hosting or maintenance, the scope, response and recovery times are governed by the respective agreement (service level). Without a separate agreement, MINDSTREAM owes maintenance and support during customary business hours and without any warranted availability.

One hundred percent availability is technically impossible. Reasonable maintenance windows, failures of third-party inputs (e.g. data centres, network operators) and events of force majeure are disregarded when calculating availability. MINDSTREAM endeavours to announce maintenance work in a plannable manner and to carry it out with minimal disruption to operations.

§ 13Warranty

MINDSTREAM warrants that the services conform to the agreed description. The client must give notice of defects without delay, at the latest within 14 days of their becoming apparent, in writing and comprehensibly (with details on reproducibility); § 377 UGB remains unaffected. In the case of a justified notice of defect, MINDSTREAM remedies the defect within a reasonable period or provides a replacement. If the remedy ultimately fails, the client is entitled to the statutory warranty remedies. The warranty period is, insofar as legally permissible, six months from handover or acceptance.

No warranty applies to defects arising from specifications, data or content provided by the client, from external or open-source software, from improper use, from unauthorised changes by the client or third parties, or from changes to the system environment after handover. A waiver of recourse pursuant to § 933b ABGB is agreed to the extent legally permissible.

§ 14Liability & damages

MINDSTREAM is liable for damages only in cases of intent and gross negligence. Liability for slight negligence is excluded — except in the case of personal injury. Compensation for pure financial loss, consequential damage, lost profit, foregone savings, loss of interest, damage from business interruption, data loss and third-party claims is excluded to the extent legally permissible.

MINDSTREAM’s liability is limited in amount, per event of damage, to the net annual fee paid for the relevant order, but at most to the coverage amount of any business / financial-loss liability insurance. Claims for damages become time-barred, insofar as legally permissible, six months after knowledge of the damage and the party causing it, at the latest three years after the damaging event. Mandatory liability provisions (in particular under the Product Liability Act) remain unaffected.

§ 15Data backup

The client is responsible for regularly backing up its data in accordance with the state of the art, unless data backup is expressly agreed as a service. Before any intervention in productive systems, the client ensures a current, restorable backup.

§ 16Confidentiality & secrecy

Both parties treat all information, business and trade secrets, data and documents of the other party that become known in the course of the cooperation as strictly confidential, use them exclusively for the purposes of the contract and disclose them only to persons who need them to perform the contract and who are themselves bound to confidentiality. This obligation applies without time limit beyond the end of the contract. Discretion is part of MINDSTREAM’s self-image.

§ 17Data protection & commissioned processing

Both parties comply with the applicable data protection provisions. Insofar as MINDSTREAM processes personal data on behalf of the client, the parties conclude a data processing agreement pursuant to Art. 28 GDPR, which is attached to the contract as an integral part. In all other respects, the Privacy Policy applies.

§ 18References & discretion

MINDSTREAM names the client and the services provided for it as a reference only with the client’s prior consent. Likewise, the client’s name and projects are treated confidentially on request. Consent already given may be revoked for the future.

§ 19Term & termination

Continuing obligations (in particular operation, hosting, maintenance, support) run for an indefinite period unless otherwise agreed and may be terminated by either party in writing subject to a notice period of three months to the end of the month. The right to extraordinary termination for good cause — for example in the event of a serious breach of contract or default in payment despite a grace period — remains unaffected. Services rendered up to termination are to be remunerated. On request, MINDSTREAM supports an orderly handover for a separate fee.

§ 20Force majeure

Events of force majeure — unforeseeable circumstances beyond the parties’ control such as natural disasters, pandemics, cyberattacks, failures of utility or telecommunications networks, official measures or industrial action — release the affected party from its performance obligations for the duration and to the extent of the impediment. The parties inform each other without delay and endeavour to reach an amicable solution.

§ 21Final provisions

Austrian law applies, excluding the conflict-of-law rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance and exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is the court having subject-matter jurisdiction for 6020 Innsbruck.

Amendments and supplements to these GTC and to the contract must be in writing; this also applies to any waiver of the written-form requirement. The transfer of rights and obligations under the contract by the client requires the consent of MINDSTREAM. Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected; the invalid provision is replaced by a rule that comes closest to its economic purpose.