These General Business Terms ("Terms", "AGB") govern all offers, contracts and services of:

Wavect GmbH, FN 575337 i
Häusern 6a, 6070 Ampass
Tirol, Austria

hereinafter the "Service Provider", and its business clients (each a "Client").

Preamble and scope

The Service Provider is a company based in 6070 Ampass, Austria, specialising in custom software engineering, quality assurance, product management, fractional CTO/CPO leadership, AI enablement and related consulting.

These Terms apply to all contracts between the Service Provider and the Client in the version in force at the time the contract is concluded. Deviating, conflicting or supplementary terms of the Client do not become part of the contract unless the Service Provider has expressly agreed to them in writing.

The individual contract is concluded on the basis of the Service Provider’s offer, an applicable subscription, or an Agent Commerce order placed by an AI agent authorized by the Client. Individual agreements made in a specific offer take precedence over these Terms.

The Client may authorize an AI agent to obtain quotes, accept the versioned Terms, make payments and manage an order within rules and payment mandates configured by the Client. Actions of such an authorized agent are attributed to the Client. The Service Provider may rely on the agent’s authorization declaration unless there are concrete indications of misuse.

For every Agent Commerce order, the Client confirms that the transaction belongs to its existing business activity, that its legal billing details are accurate, and that the agent is authorized for the selected offer and the full tax-inclusive amount. The agent must submit a mandate reference, an authority scope and a spending ceiling before payment. Possession of a wallet, card credential or order token alone does not prove authority. The Service Provider may request reasonable business or authority evidence and may reject or suspend an order where the information is inconsistent, unverifiable or suggests consumer use or misuse.

Business customers only. These Terms apply exclusively to entrepreneurs (Unternehmer) within the meaning of § 1 KSchG and the Austrian Commercial Code (UGB). The Service Provider’s offers and services are directed solely at businesses and are not addressed to consumers (Verbraucher); no contract is concluded with consumers on this basis. Consumer-protection provisions (KSchG, FAGG), including any statutory right of withdrawal, therefore do not apply.

I. Subject of the contract

The Client commissions the Service Provider to perform the services set out in the respective offer, subscription or Agent Commerce order.
The parties distinguish two types of engagement:
- Contracts for work (Werkvertrag): fixed-scope deliverables (e.g. a defined build, MVP or module) for which the Service Provider owes a defined result. Such deliverables are subject to acceptance (Abnahme) under point I.4 and to change requests under point II.
- Service contracts (freier Dienstvertrag): ongoing or effort-based engagements (e.g. fractional CTO/CPO leadership, consulting, advisory and time-and-materials work) for which the Service Provider owes its diligent, industry- and project-appropriate efforts, but not a specific result or success.
The Service Provider hands over the software and materials on request, including the required passwords and access data, the project code, any open tickets/tasks and the documentation about the software, in a way that enables the Client to further develop or modify it through a qualified specialist.
Acceptance (Abnahme): For contracts for work, the Client shall examine each deliverable without undue delay and declare acceptance or notify defects in text form within fourteen (14) days of delivery. A deliverable is deemed accepted if the Client uses it productively or does not notify material defects within that period.
The Client is obliged to change the required passwords and access data within 14 days of handover. The Service Provider deletes these access data and all other Client data within 30 days of the handover, unless statutory retention obligations require otherwise.
Cooperation duties (Mitwirkungspflichten): The Client shall provide, in good time and free of charge, all information, data, materials, accesses, licences and decisions required for the performance of the services, and shall name a contact person authorised to give instructions and take decisions.
If the Client fails to meet its cooperation duties or does so late, agreed dates and deadlines are extended accordingly. The Service Provider may charge for waiting time and for additional effort caused by the delay at the agreed hourly rate, and is not in default for the duration of the Client’s delay.

II. Compensation

The services are billed as quoted in the respective offer. Anything out of scope is charged on an hourly basis after implicit or explicit approval by the Client. The hourly rate is EUR 130, adjusted annually on 1 January in line with the consumer price index (VPI).
A fixed price may only be offered following a mandatory discovery phase, which is charged at a fixed amount of EUR 3,500 (plus VAT if applicable) unless expressly stated otherwise in the offer. Based on the results of the discovery phase, the Service Provider prepares a fixed-price offer.
All services, deliverables and requirements not explicitly listed in the fixed-price offer are deemed excluded from the agreed fixed price. Any change in scope after issuance of the fixed-price offer entitles the Service Provider to adjust the price. The Service Provider may charge such additional efforts either:
- on a time-and-materials basis at the agreed hourly rate, subject to implicit or explicit approval as described in point II.1, or
- as a flat fee determined at a justified and reasonable rate.
Once a formal offer has been signed by the Client, the Service Provider is entitled to payment of the contractual value stated in the offer. Should the Client cancel the agreement after signing, the Service Provider is entitled to a cancellation fee of 25% of the agreed contractual value, without prejudice to its right to claim compensation for any work already performed or expenses incurred prior to cancellation.
After the documents and software have been handed over, the Client is sent an overview of the services provided and the time required, together with an invoice. Invoices are payable within 14 days of the invoice date without deductions.
The Service Provider is additionally entitled to issue monthly interim invoices, to which the same payment terms apply. Payment terms stated on an invoice supersede this provision.
All services are invoiced plus VAT if applicable.
Payment may be made by bank transfer, tokenized card payment through Stripe and MPP, or USDC on Base through MPP or x402, as offered for the respective order. The Client shall verify the amount, network and recipient contained in the payment request. Blockchain transactions are irreversible once settled.
QA Weekly and Fractional Co-Founder Weekly renew for consecutive seven-day periods. The Client or its authorized agent may cancel before the next renewal. No more than one renewal charge is due per seven-day period.
For QA Weekly and Fractional Co-Founder Weekly, the Client or its authorized agent may request reimbursement of the latest paid week during that same seven-day billing period. The Service Provider reviews the request. If approved, the latest payment is refunded through the original payment rail and the subscription ends. This contractual guarantee does not create a consumer withdrawal right.
Prepaid developer-hour packages contain 5, 10, 20, 40 or 100 hours at EUR 130 per hour, remain valid for twelve months after activation and are non-refundable after activation, unless the Service Provider cannot provide the purchased service.
If payments are not made on time, default interest is charged on the outstanding amount from the end of the payment period at the statutory rate for business transactions pursuant to § 456 UGB.
In the event of default, the Client additionally owes a lump sum of EUR 40 for collection costs pursuant to § 458 UGB, without prejudice to the Service Provider’s right to claim further, actually incurred collection and legal costs (§ 1333 para 2 ABGB).
Cost and time estimates are non-binding and provided without guarantee (§ 1170a ABGB) unless expressly designated as a fixed price. The Service Provider shall notify the Client without undue delay of any foreseeable material overrun.
The Client may only set off against, or withhold payment on the basis of, counterclaims that are undisputed or have been established by a final court decision.
If the Client is in default with a material payment, the Service Provider may, after setting a reasonable grace period, suspend its services and withhold deliverables and access data until all due amounts have been paid, without thereby falling into default itself.

III. Confidentiality, non-use and data protection

The Service Provider keeps all trade and business secrets received secret, uses them only for the purpose of the cooperation under this contract, and neither exploits them nor allows them to be exploited for its own use, nor makes them accessible to uninvolved parties, without the prior written consent of the other party.
The Service Provider may pass on the other party’s trade and business secrets to employees of its company [and affiliated companies] as well as subcontractors, but only to the extent that they absolutely need the information to provide the target service. The parties must ensure that these persons are obligated in writing to maintain secrecy and non-use in a manner at least consistent with this contract, including for the period after they leave the company or after termination of the subcontractor relationship.
This confidentiality and non-use obligation does not apply to information that can be proven:
- was already known to the receiving party prior to its transmission;
- was already evident at the time of its transmission;
- became evident after transmission without the receiving party being responsible for this;
- has been made available to the receiving party by a third party after its transmission in a manner permitted by law and without restriction as to confidentiality or use;
- has been independently developed by the receiving party; or
- must be disclosed due to legal regulations, court decisions or official orders; in this case, the party obliged to disclose must immediately inform the other party of the disclosure, to the extent this is legally permissible.
The above confidentiality and non-use provisions remain in effect indefinitely even after termination of the contract, as long as the information is not publicly known.
Where the Service Provider processes personal data on behalf of the Client within the meaning of Art 28 GDPR, such processing is governed by a separate data processing agreement (Auftragsverarbeitungsvertrag) that meets the requirements of Art 28 GDPR and § 11 DSG; in respect of that processing, the data processing agreement prevails over these Terms. The Client remains responsible for ensuring that corresponding agreements are in place along any chain of processors.

IV. Warranty

For contracts for work, the Service Provider warrants that deliverables materially conform, at the time of acceptance, to the specification agreed in the offer. Software of any complexity cannot be produced entirely free of errors; only defects that materially impair the agreed use constitute a warranty defect.
The Client shall inspect deliverables and notify defects in text form without undue delay pursuant to § 377 UGB, describing the defect in a comprehensible manner. Defects not notified in time are deemed approved.
The Service Provider shall remedy notified defects primarily by improvement or replacement (Verbesserung or Austausch) within a reasonable period. Only if improvement or replacement fails, is refused or is unreasonable may the Client claim a price reduction; rescission (Wandlung) is excluded for merely minor defects.
The warranty period is twelve (12) months from delivery or, for deliverables subject to acceptance, from acceptance. The presumption rule of § 924 ABGB (defect present at handover) is excluded for entrepreneurs.
Warranty is excluded for defects resulting from: specifications, data or materials provided by the Client; third-party or open-source components; operating conditions or infrastructure outside the Service Provider’s control; and modifications, maintenance or further development carried out by the Client or third parties without the Service Provider’s involvement.
For service contracts (freier Dienstvertrag) no warranty for a specific result is owed; the Service Provider is liable only for the diligent performance of the agreed efforts.

V. Liability

Disruptions in use, for example due to limited reliability, availability or bugs, do not in themselves constitute a breach of duty by the Service Provider, provided the Service Provider has performed its services with due professional care.
The Client is aware that the software requires ongoing maintenance and that the Client is solely responsible for concluding any maintenance agreements.
The Service Provider is liable under statutory provisions for intent and gross negligence. For slight negligence, liability is excluded, save for damage from injury to life, body or health and to the extent mandatory statutory liability cannot be excluded.
Insofar as the Service Provider is liable for slight negligence under the preceding paragraph, liability is limited to the typical, foreseeable damage and, in total, to the value of the respective order or, for continuing engagements, to the fees paid in the twelve (12) months preceding the event causing the damage. Liability for consequential damage, loss of profit, loss of data and pure economic loss is excluded for slight negligence.
The Client is responsible for keeping independent, regular backups of its data appropriate to the risk. In the event of data loss, the Service Provider is liable only for the effort that would have been required to restore the data had proper backups been maintained.
The Service Provider is not liable for defects or damage arising from open-source or third-party software, or from the Client’s or third parties' extension or modification of the software, except in the case of intent or gross negligence.
The Client shall indemnify and hold the Service Provider harmless against third-party claims arising from the Client’s use or operation of the software, unless the claim is attributable to the Service Provider’s intent or gross negligence.
Any advice, recommendations, analyses or assessments provided by the Service Provider are qualified, independent professional opinions within the meaning of § 1299 ABGB. They do not replace the Client’s own decision-making or the involvement of its legal, financial or technical advisors; all decisions on implementation, use or operation are taken at the Client’s own risk and responsibility.
The Service Provider excludes liability for economic, strategic, technical or operational decisions made by the Client or by third parties engaged by the Client, except in cases of intent or gross negligence where mandatory statutory liability cannot be excluded.
Claims for damages against the Service Provider must be asserted in writing without undue delay after the damage and its cause become known and must be brought before a court within one (1) year of that knowledge, at the latest within three (3) years of the event causing the damage. This time limit does not apply to intent, gross negligence, or injury to life, body or health.

VI. Intellectual property and rights of use

Upon full payment of the fees owed for the relevant deliverable, the Service Provider grants the Client an exclusive, transferable and sublicensable right of use (Werknutzungsrecht within the meaning of § 24 UrhG), unlimited in time and territory, in the bespoke, Client-specific deliverables created for the Client under the contract, including the source code and documentation. Copyright (Urheberrecht) as such remains with the respective authors, as it cannot be transferred inter vivos under Austrian law.
Until full payment, all rights of use in the deliverables remain with the Service Provider (retention of rights). The Service Provider shall not assert ownership or exploitation rights in the Client-specific deliverables beyond this reservation.
The Service Provider retains all rights in its pre-existing know-how, methods, tools, libraries, frameworks and generic building blocks used in providing the services, including any general improvements and experience gained. To the extent such pre-existing components are embedded in a deliverable, the Service Provider grants the Client a non-exclusive, perpetual right to use them as part of that deliverable, while remaining free to reuse them for other clients and projects.
The Client warrants that any materials, data or specifications it provides do not infringe third-party rights, and grants the Service Provider the rights required to use them for the performance of the contract.

VII. Hiring subcontractors

The Service Provider may engage subcontractors to perform parts of the services under the contract, in its own name and at its own expense. The Service Provider shall, upon the Client’s written request, disclose the identity, qualifications and relevant credentials of any such subcontractor where reasonably practicable.
The Client may object in writing to the use of a proposed subcontractor within five (5) business days after receiving the information. Such objection must be based on good cause, including but not limited to:
- lack of professional qualifications or experience,
- financial unreliability,
- conflict of interest,
- violation of statutory or regulatory obligations, or
- prior documented performance issues.
If the Client raises a justified objection, the Service Provider shall propose a suitable replacement subcontractor without unreasonable delay.

VIII. Artificial intelligence and data processing

The Service Provider does not use the Client’s data, inputs or deliverables to train, fine-tune or develop machine-learning models without the Client’s prior written consent. Where third-party AI services are used to provide the services, the Service Provider selects, where reasonably available, offerings that do not use the Client’s data for their own model training (e.g. enterprise or zero-retention tiers).
The Service Provider may engage sub-processors for AI and cloud services. It maintains a list of such sub-processors and informs the Client of any intended change (addition or replacement) with reasonable prior notice, giving the Client the right to object on reasonable grounds.
Personal data is processed within the European Union wherever reasonably possible. Any processing outside the EU is carried out only on the basis of an adequacy decision or appropriate safeguards (e.g. EU standard contractual clauses together with a transfer impact assessment, or certification under the EU-US Data Privacy Framework).
Where the EU Artificial Intelligence Act applies, the parties allocate the respective provider and deployer obligations in the relevant project agreement. Unless agreed otherwise, the Client acts as deployer of any AI system operated in its own business and is responsible for the corresponding deployer obligations, while the Service Provider supports the Client in meeting applicable transparency requirements.
Unless agreed otherwise, rights of use in AI-generated outputs created specifically for the Client as part of a deliverable are granted to the Client in accordance with point VI.

IX. Force majeure

Neither party is in default for the duration of, and to the extent caused by, events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, official measures, energy or telecommunications failures, and large-scale outages of third-party cloud or internet infrastructure (force majeure).
The affected party shall inform the other party without undue delay and use reasonable efforts to mitigate the effects. Agreed dates are extended by the duration of the event. If a force-majeure event lasts longer than sixty (60) days, either party may terminate the affected engagement for good cause; services already rendered are settled pro rata.

X. Term and termination

Contracts for work end upon acceptance of the deliverable and full payment, without prejudice to warranty and confidentiality obligations that survive.
Ongoing service engagements (retainers, fractional leadership, advisory) run for the agreed term. Unless agreed otherwise, an open-ended engagement may be terminated by either party in the ordinary course at the end of a calendar month with fourteen (14) days' written notice.
The right to extraordinary termination for good cause (aus wichtigem Grund) remains unaffected for both parties. Good cause includes, in particular, a material breach of contract that is not remedied within a reasonable grace period, and the opening of insolvency proceedings.
Upon termination, the Service Provider invoices the services rendered up to the effective date; point II.4 (cancellation fee) remains unaffected for signed fixed-scope offers. On request, the Service Provider hands over work results produced up to that point in accordance with points I and VI.
Terminations must be made in text form to be effective.

XI. Non-solicitation and references

During the term of the cooperation and for twelve (12) months after its end, the Client shall not solicit or hire, directly or indirectly, employees or subcontractors whom the Service Provider deployed in the engagement, without the Service Provider’s prior written consent. For each culpable breach, the Client shall pay a liquidated sum equal to twelve (12) months of the gross remuneration last paid by the Service Provider to the person concerned; the right to claim higher actual damages and the judicial right of moderation remain unaffected.
The Service Provider may name the Client as a reference and use the Client’s name and logo to refer to the business relationship in its portfolio, on its website and in pitch materials, in each case without disclosing confidential details. The Client may object to this use at any time in writing with effect for the future.

XII. Final provisions

To the maximum extent legally permissible, the parties waive rescission for error (in particular calculation error), for loss of the basis of the transaction, and any other present or future grounds of challenge, save for rescission for laesio enormis (reduction by more than half).
Rights and obligations under the contract may not be transferred to any third party without the prior written consent of the other party. The Service Provider is, however, entitled to transfer the contract, in whole or in part, to an affiliated company or to a legal successor (for example in the course of a sale or reorganisation of its business) without the Client’s separate consent.
These Terms, together with the respective offer and any individual written agreements, contain the complete agreement between the parties on the subject matter. There are no side agreements. Drafts and pre-contractual correspondence may not be used to interpret the contract.
Amendments and additions to the contract, including departures from the written offer, must be made in text form to be effective.
Should any provision of these Terms or of the contract be or become invalid, void, illegal or unenforceable, the validity of the remaining provisions is not affected. The invalid provision shall be replaced by a valid provision that comes as close as legally possible to the parties' intent and to the economic purpose of the invalid provision.
The contract and these Terms are governed exclusively by Austrian substantive 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 / UN-Kaufrecht). The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the court with subject-matter competence in Innsbruck, Austria.
These Terms and the respective offer supersede all prior or contemporaneous understandings on the subject matter, whether written or oral. In case of conflict, individual written agreements in a specific offer take precedence over these Terms.