Terms & Conditions

These General Terms and Conditions (“Terms”) apply to all contracts between NexGen IT-Security GmbH, FN 638025 y (“NexGen”), and its customers for consulting, software development, code reviews, security analyses and other IT services. The purchase and use of software licences, in particular AI Prompt Shield, are additionally governed by the License Terms and the AI Prompt Shield EULA.

Our services are directed exclusively at businesses (entrepreneurs within the meaning of § 1 of the Austrian Consumer Protection Act, KSchG). The customer’s general terms and conditions apply only if NexGen expressly agrees to them in writing. These Terms also apply to future transactions without the need to refer to them again.

NexGen’s offers are non-binding unless expressly designated as binding. A contract is concluded by NexGen’s written order confirmation, by both parties signing an offer, or by commencement of performance. E-mail satisfies the written form. The content and scope of the services result from the offer or the service description.

NexGen performs its services in accordance with the state of the art and with the diligence of a prudent businessperson. Consulting and analysis services are provided as services; no particular economic or regulatory result is owed. A work result is only owed where expressly agreed as such (in particular for custom software developed to a specification).

NexGen may use qualified subcontractors. Changes to or extensions of the scope require a separate agreement and are charged on a time-and-materials basis unless agreed otherwise.

Services relating to ISO/IEC 27001, the Cyber Resilience Act (Regulation (EU) 2024/2847) or other frameworks comprise professional and technical support for preparation and implementation. NexGen does not owe the issuance of a certificate, passing an audit, or the conformity of the customer’s products or organisation; responsibility for conformity assessment, the declaration of conformity and compliance with statutory obligations remains with the customer. NexGen’s services do not constitute legal advice.

The customer shall provide NexGen in good time and free of charge with all information, documents, access, test environments and contact persons required. For security analyses or tests on the customer’s systems, the customer ensures that it is authorised to approve these activities and that any necessary third-party consents (e.g. hosting providers) have been obtained. The customer is responsible for up-to-date backups of its systems. Delays and additional effort caused by missing or late cooperation are borne by the customer.

Dates and deadlines are only binding if expressly agreed as binding in writing. In the event of delays for which NexGen is not responsible, in particular due to lack of cooperation by the customer or force majeure, deadlines are extended appropriately.

The customer shall examine and accept work results within 14 days of delivery. Material defects must be reported in writing and in a reproducible manner within this period. If no defect is reported within this period or the customer puts the result into productive use, it is deemed accepted. Minor defects do not entitle the customer to refuse acceptance.

Unless agreed otherwise, services are charged on a time-and-materials basis at NexGen’s applicable hourly rates. All prices are in euros plus statutory VAT. Travel and incidental expenses are charged separately. For longer projects, NexGen may invoice monthly or request advance payments.

Invoices are payable within 14 days of the invoice date without deduction. In case of late payment, statutory default interest pursuant to § 456 UGB (9.2 percentage points above the base rate) and the lump sum pursuant to § 458 UGB apply. NexGen may withhold further services until payment has been made in full. Set-off is only permitted against claims acknowledged by NexGen or established by a court.

All copyrights and other intellectual property rights in work results created by NexGen, in particular software, documentation and concepts, remain with NexGen. After full payment, the customer receives the non-exclusive, perpetual right to use the work results created for it for its own internal business purposes to the agreed extent. Further rights, in particular exclusive rights or the right to distribute to third parties, require a separate written agreement.

NexGen’s general know-how, reusable components, tools and libraries, as well as open-source components (which are subject to their own licences), remain unaffected.

NexGen warrants that work results have the agreed characteristics. The warranty period is six months from acceptance. Defects must be notified in writing and in a reproducible manner without undue delay, at the latest within 14 days of discovery (§ 377 UGB). NexGen may at its discretion remedy defects by repair or replacement; only if this fails may the customer demand a price reduction or – for material defects – rescission. The presumption of defectiveness pursuant to § 924 ABGB is excluded.

No warranty is given for defects caused by changes made by the customer or third parties, improper operation, changed operating conditions or third-party components. No IT system is free of vulnerabilities; NexGen does not owe that a system is free of security vulnerabilities after completion of the services.

NexGen is liable for damages only in cases of intent and gross negligence. Liability for slight negligence is excluded, except for personal injury. Liability is limited in amount to the order value of the affected order, at most to the amount paid by NexGen’s professional liability insurance in the event of damage. Liability for loss of profit, consequential damages, data loss (where avoidable through proper backups by the customer), indirect damages and third-party claims is excluded to the extent permitted by law.

Damage claims become time-barred six months after knowledge of the damage and the responsible party, at the latest three years after the event causing the damage. The customer bears the burden of proof for NexGen’s fault.

Both parties undertake to keep confidential all confidential information of the other party obtained in the course of the cooperation – in particular information about vulnerabilities, system architectures, credentials and trade secrets – and to use it only for the purposes of the contract. This obligation continues for five years after the end of the contract, and indefinitely for credentials and information about unresolved vulnerabilities. NexGen may name the customer as a reference unless the customer objects.

Where NexGen processes personal data on behalf of the customer, the parties conclude a data processing agreement pursuant to Art. 28 GDPR. Otherwise, NexGen’s Privacy Policy applies.

Open-ended framework or support contracts may be terminated in writing by either party with three months’ notice to the end of a calendar month, unless agreed otherwise. The right to terminate for good cause remains unaffected; good cause for NexGen exists in particular in case of payment default of more than 30 days despite a reminder, or the opening of insolvency proceedings against the customer’s assets. Services rendered until termination shall be paid.

Neither party is liable for non-performance to the extent caused by circumstances beyond its control, such as natural events, pandemics, official measures, large-scale outages of communication networks or cloud services, or cyber attacks that could not be prevented despite appropriate protective measures.

Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Place of performance is NexGen’s registered office. Exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the court having subject-matter jurisdiction for 5600 St. Johann im Pongau; NexGen may also sue the customer at its general place of jurisdiction.

Amendments and supplements to the contract must be made in writing; this also applies to any waiver of this requirement. Should any provision of these Terms be invalid, the validity of the remaining provisions remains unaffected; the invalid provision shall be replaced by a valid one that comes closest to its economic purpose.