for IT Services, Software Development, and Smart Contracts
These General Terms and Conditions (GTC) apply to all contracts, offers, and services between Armin Reiter (a31 Labs/Reiter ITS), hereinafter referred to as the "Contractor," and their clients, hereinafter referred to as the "Client." Deviating terms and conditions of the Client will not be recognized unless the Contractor explicitly agrees to them in writing.
The Contractor provides services in the field of information technology. This includes supporting companies with IT infrastructure, IT systems, and digital workflows; implementing AI-based solutions; providing strategic input for technology decisions; acting as a temporary or part-time technology lead (e.g., Tech Lead or Fractional CTO); and developing custom software and smart contracts (e.g., on Avalanche, Ethereum, Hedera, Stellar, or other blockchains). The specific scope of services shall be defined individually in the respective contract or offer.
A contract is concluded either by written or electronic acceptance of an offer (e-mail, e-signature or comparable text form) or by commencement of the actual provision of services.
The Client agrees to provide all necessary information, access, and documentation required for the provision of services in a timely and complete manner. If the Client fails to cooperate in due time, agreed deadlines shall be extended appropriately and the Contractor is entitled to invoice the additional expenditure at the then-current hourly rate.
Compensation is based on hourly rates or project-based pricing as agreed in the offer. All prices are quoted excluding VAT, if applicable. Unless otherwise agreed, invoices are payable without deductions within 14 days from the invoice date.
If invoices remain unpaid beyond the due date, the Contractor reserves the right to pause or terminate services until full payment is received.
Unless explicitly agreed otherwise in writing, the Contractor retains full ownership of all code, software components, scripts, libraries, and smart contracts developed during the project.
Upon full payment the Client receives a non-exclusive, non-transferable, and time-unlimited right to use the deliverables for the intended business purpose.
The Contractor reserves the right to reuse, adapt, or further develop any parts of the created work—including code and concepts—for other clients or projects, provided that no confidential information of the Client is disclosed or reused.
The Contractor undertakes to carry out the services diligently and professionally.
Upon delivery, the Client must inspect the deliverables without undue delay and notify the Contractor in writing of any defects or complaints within 14 calendar days. If no such notification is made within this period, the deliverables shall be deemed accepted and free of defects.
Minor deviations or non-critical issues that do not significantly impair the intended use shall not constitute grounds for rejection.
The Contractor is only liable for damages caused by gross negligence or willful misconduct. Liability for slight negligence, indirect or consequential damages, lost profits, data loss, or damages caused by software errors (especially smart contract bugs) is expressly excluded.
For blockchain-based deliverables (in particular smart contracts) the Client bears the full technical and economic risk: the Contractor assumes no liability whatsoever for errors, vulnerabilities, malfunctions or losses connected with smart contracts. The Contractor strongly recommends that the Client commission an independent security audit before productive use, but any such audit lies solely in the Client's responsibility. The Client is likewise responsible for thoroughly testing all deliverables prior to deployment.
This limitation of liability also applies to services performed in a strategic or leadership capacity, such as acting as a Fractional CTO or Tech Lead. The Contractor is not liable for business decisions, investment choices, or strategic outcomes influenced by their recommendations or participation. Any decisions made by the Client based on the Contractor's input are the sole responsibility of the Client.
The Contractor does not provide legal, tax, or financial advice. The Client is solely responsible for ensuring that any use of the deliverables complies with applicable legal, regulatory, or industry-specific requirements.
The Client is solely responsible for thoroughly testing all deliverables before deployment in production environments. The Contractor shall not be liable for any damages or losses resulting from the use of untested or improperly tested deliverables.
The Contractor's total liability per individual order is capped at the net remuneration paid for that order. The Client shall indemnify and hold the Contractor harmless from third-party claims arising from the Client's use of the deliverables, unless caused by the Contractor's intent or gross negligence. The Contractor is not liable for delays or failures due to force majeure or other events beyond its reasonable control.
The Contractor takes data protection seriously and processes all personal data in accordance with the EU General Data Protection Regulation (GDPR) and applicable Austrian law. Reasonable technical and organizational measures are taken to protect personal data, which is used only as necessary to fulfill contractual obligations and legal requirements.
The Contractor agrees to treat all information and materials received from the Client in the course of the engagement as confidential and to take reasonable measures to prevent unauthorized disclosure.
The Client likewise agrees to treat any non-public information disclosed by the Contractor as confidential.
The obligation of confidentiality shall remain in force for two (2) years after the end of the contractual relationship.
This obligation does not apply to information that is public or lawfully known or was already lawfully known to the receiving party.
Either party may terminate the contract at any time with 30 days' written notice, unless otherwise agreed in writing.
In the event of termination:
Termination for cause (e.g., material breach of contract) is possible at any time without notice.
Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. Amendments or supplements to these GTC must be made in writing (e.g. e-mail).
Austrian law applies.
Last updated: May 2025