Version 1.0, October 2026. LETO SPACE GmbH, Stremayrgasse 16, 8010 Graz, Austria, FN 609684w, Landesgericht für Zivilrechtssachen Graz, VAT ID ATU79711509. The German version prevails. If the offer is in English, this English version prevails (clause 20.6).
1. Scope, definitions, contract documents and order of precedence
1.1 These General Terms and Conditions (GTC) apply to all contracts under which LETO SPACE GmbH (hereinafter "LETO SPACE") provides consulting services, analyses, workshops, training and project services, delivers individually agreed work results, or provides services under clause 9, for entrepreneurs (Unternehmer:innen) or for legal persons under public law (hereinafter the "Client"). The version in force at the time the contract is concluded applies.
1.2 In these GTC:
a) "Engagement" means the individual contract between LETO SPACE and the Client for services under these GTC;
b) "Offer" means the offer by LETO SPACE accepted by the Client, including the service specification;
c) "Handover" means the transmission to the Client of the version of a work result designated as the final version;
d) "Engaged Third Parties" means persons and companies that LETO SPACE engages to provide the services and that are not its employees.
1.3 These GTC do not apply to consumer transactions within the meaning of the Austrian Consumer Protection Act (KSchG), including transactions under section 1(3) KSchG made in preparation for starting a business. In the Offer or in the order, the Client confirms that it concludes the contract as an entrepreneur or as a legal person under public law. LETO SPACE concludes contracts with consumers only on separately agreed terms.
1.4 These GTC also apply to all future contracts of this kind between the same parties, even if follow-up or additional engagements do not expressly refer to them, provided that the Client knows these GTC from an earlier contract. Such follow-up and additional engagements are governed by the version that applied to the earlier contract until LETO SPACE draws attention to a newer version.
1.5 The following products of LETO SPACE are governed exclusively by their respective product terms and not by these GTC:
a) Spacegraph: the Terms of Service at https://spacegraph.com/en/terms (opens spacegraph.com) for accounts and the use of the spacegraph.com platform;
b) Spacegraph Partner Status: the Spacegraph Partner Terms including their annexes at https://spacegraph.com/en/partner-terms (opens spacegraph.com);
c) LETO Academy: the General Terms and Conditions and the withdrawal information at https://academy.leto.space/de/legal/agb (opens academy.leto.space) and https://academy.leto.space/de/legal/widerruf (opens academy.leto.space) for accounts and courses on academy.leto.space.
As between LETO SPACE and the Client, the product terms apply in the version in force at the time the contract is concluded. Later amendments apply to the Client only if it consents to them. R&D Compass is used only on the basis of a separate written agreement.
1.6 If an Engagement also includes services on or with a product under clause 1.5, such as setting up accounts, course access for participants or analyses from a platform, the use of the product by the Client and by the users it authorises is governed by the respective product terms. All other services are governed by these GTC. Documents, data and information of the Client that LETO SPACE processes in a product as part of the Engagement are used by LETO SPACE only in accordance with clause 7.13; the licence provisions of the product terms for user content do not apply to them.
1.7 Where LETO SPACE submits a tender in a public procurement procedure, the contract terms set out in the tender documents take precedence over these GTC. These GTC then apply only on a supplementary basis, to the extent that the tender documents contain no provision and permit supplementary terms.
1.8 Where LETO SPACE provides services in a funded project, as a partner in a consortium or as a subcontractor under a contract with a funding body, the funding agreement, funding guidelines, consortium agreement and the flow-down clauses they prescribe take precedence over these GTC, to the extent that they are binding on the parties. The Client informs LETO SPACE before the contract is concluded which such provisions apply to the Engagement.
1.9 In the event of conflict, the following order of precedence applies:
a) in the cases under clause 1.7, the tender documents and, to the extent they permit, the Offer; in the cases under clause 1.8, the provisions named there;
b) the written individual agreement, in particular the Offer;
c) for the use of a product, the product terms under clause 1.5, subject to clause 1.6;
d) these GTC;
e) the statutory provisions.
1.10 The Client's general terms and conditions become part of the contract only to the extent that LETO SPACE expressly agrees to them in writing. A reference to such terms in an order does not constitute agreement. Clauses 1.7 and 1.8 remain unaffected.
1.11 If individual provisions of these GTC are or become invalid, this does not affect the validity of the remaining provisions or of the contracts concluded on their basis. The parties will replace the invalid provision with a valid one that comes closest to it in meaning and economic purpose.
2. Conclusion of contract, scope of the Engagement and use of third parties
2.1 Offers by LETO SPACE are non-binding unless they state a period for acceptance. The contract is concluded when the Client accepts the Offer within the acceptance period or when LETO SPACE issues a written order confirmation. If LETO SPACE begins work with the Client's consent, the contract is concluded at the latest at that point on the basis of the Offer and these GTC. In public procurement procedures, clause 1.7 applies.
2.2 The scope of an Engagement follows from the Offer. The Offer specifies which services are owed as a work (Werk) with a defined work result (such as a report, concept, requirements specification, evaluation matrix or roadmap) and which are owed as a service without a guaranteed outcome (such as project management, stakeholder management, management of providers or facilitation). If the Offer does not specify this, whether a service is owed as a work or as a service is determined by the subject matter of that service.
2.3 Requests by the Client for changes or extensions after the contract is concluded require a separate agreement on deadlines and fees.
2.4 LETO SPACE does not provide legal or tax advice. For services relating to public procurement procedures, LETO SPACE prepares the professional and technical content, such as requirements, service specifications, drafts of suitability and award criteria and evaluation proposals, and takes account of the principles of procurement law with the care of a competent consultant. The legal review of the procurement documents, the choice of procurement procedure and the award decision are the responsibility of the Client, where applicable with the support of its own procurement office or legal advisers.
2.5 Unless expressly agreed otherwise, LETO SPACE does not owe any economic success. In particular, LETO SPACE does not owe a funding commitment, a contract award, specific savings or a specific availability of satellite data or other third-party data. The outcome of consulting may also be that a solution based on satellite data is not suitable for the question at hand.
2.6 Where LETO SPACE manages providers for the Client, the Client concludes the contracts with these providers itself and retains the decision. LETO SPACE does not become a party to those contracts and makes declarations on behalf of the Client only to the extent that it holds a written power of attorney to do so.
2.7 LETO SPACE may have parts of the services performed by Engaged Third Parties, in particular by experts from its network, unless this is excluded by contract. Where persons are named in the Offer, LETO SPACE replaces them with other persons only with the Client's consent; consent may not be unreasonably withheld. Where Engaged Third Parties themselves come into consideration as providers for the subject matter of the Engagement, LETO SPACE discloses this to the Client before using them. LETO SPACE pays the Engaged Third Parties itself. No contractual relationship arises between the Engaged Third Parties and the Client. LETO SPACE is liable for Engaged Third Parties as for its own vicarious agents. Obligations under procurement law to name subcontractors and the rules on engaging other processors under clause 13.2 remain unaffected.
3. Cooperation and duty of disclosure of the Client
3.1 The Client ensures that the organisational conditions at the agreed locations and during agreed online sessions allow work that is as undisturbed as possible and conducive to rapid progress of the Engagement.
3.2 The Client informs LETO SPACE of previous or ongoing consulting, including in other fields, to the extent that it is relevant to the Engagement.
3.3 The Client ensures that LETO SPACE receives, in good time and without specific request, all documents and data necessary for performing the Engagement, as well as access to contact persons and systems. The Client informs LETO SPACE of all events and circumstances that are relevant to performing the Engagement. This also applies to documents, events and circumstances that become known only during LETO SPACE's work. At the start of the Engagement, and as needed throughout, LETO SPACE tells the Client which documents, data and access it needs and states the dates by which it needs them.
3.4 The Client ensures that the affected employees and any established staff representation (works council or staff council) are informed of LETO SPACE's work before that work begins.
3.5 Dates are binding to the extent that the Offer designates them as binding; other dates are planning values. LETO SPACE is not responsible for delays caused by incorrect, incomplete or subsequently changed information, documents or data, or by the Client's failure to cooperate in time; such delays do not put LETO SPACE in default and extend the dates appropriately. LETO SPACE notifies the Client of any such hindrance in writing without undue delay. The Client bears the proven additional costs arising from it, provided that LETO SPACE has notified the hindrance.
4. Safeguarding independence and provider neutrality
4.1 The parties undertake to act loyally towards each other.
4.2 The parties mutually undertake to take all precautions suitable to prevent any threat to the independence of the employees of LETO SPACE and of the Engaged Third Parties.
4.3 During the term of the contract and for twelve months after it ends, neither party will actively solicit employees of the other party who were involved in performing the Engagement, including through third parties. Applications in response to publicly available job advertisements are not solicitation. If, during this period, the Client directly engages Engaged Third Parties that LETO SPACE used for the Engagement for services that were the subject of the Engagement, it informs LETO SPACE in advance. Procurement procedures of any kind, including direct awards, remain unaffected.
4.4 LETO SPACE advises on a provider-neutral basis. In every Engagement:
a) market research and provider assessments are not limited to providers listed on Spacegraph;
b) a paid Partner Status on Spacegraph is not taken into account in market research, assessments or recommendations. LETO SPACE documents the assessment criteria and makes them available to the Client;
c) LETO SPACE receives no revenue share under the Spacegraph Partner Terms from contracts that the Client concludes in a selection or procurement procedure supported by LETO SPACE.
4.5 In every Engagement in which LETO SPACE assesses or recommends providers or tenders, LETO SPACE discloses to the Client, before handing over the assessment or recommendation, which of these providers hold a paid Partner Status on Spacegraph, and points out the revenue share under the Spacegraph Partner Terms; clause 4.4 c remains unaffected. Assessments by LETO SPACE are recommendations. The final evaluation of the tenders and the award decision rest solely with the Client.
4.6 If LETO SPACE identifies a conflict of interest during an Engagement, it informs the Client without undue delay.
5. Reporting and performance
5.1 LETO SPACE reports to the Client in the form and at the frequency agreed in the Offer, or otherwise in line with the progress of work, on its own work, the work of its employees and, where applicable, the work of Engaged Third Parties.
5.2 Where a final report is agreed, the Client receives it within a reasonable time, that is two to four weeks after completion of the other agreed services, depending on the nature and scope of the Engagement.
5.3 LETO SPACE is not subject to professional instructions when providing the services and acts at its own professional discretion and on its own responsibility. Specifications by the Client on objectives, priorities and decisions, in particular for services under clause 2.6, remain unaffected. LETO SPACE is not bound to any particular place or hours of work; clause 3.5 remains unaffected.
6. Workshops and training
6.1 The content, format (on site or online), location, duration, language and number of participants of workshops and training follow from the Offer. Where they take place on the Client's premises, clause 3.1 applies.
6.2 The Client may use and copy training and workshop materials for the internal education and training of the participants and its own employees. Passing them on outside the Client's organisation, publishing them or using them for the Client's own training offered to third parties requires the prior written consent of LETO SPACE. LETO SPACE marks content that it obtains under an open licence as such; that licence applies to it. An agreed written summary of a workshop is a work result under clause 7.
6.3 Audio, photo and video recordings of workshops and training are permitted only with the prior consent of LETO SPACE and of the persons recorded.
6.4 The Client may send other persons in place of registered participants. If the Client cancels a workshop or training, or if the event does not take place for reasons attributable to the Client, clause 16.5 applies. Cash outlays already incurred under clause 16.4 are to be reimbursed.
6.5 If a workshop or training cannot take place as agreed because the presenter is ill or because of force majeure, the parties agree a replacement date or, with the Client's consent, a replacement presenter. If no such agreement is reached, no fee is payable for the cancelled session; LETO SPACE refunds any amounts already paid for it. Clause 11 remains unaffected.
7. Rights in work results (protection of intellectual property)
7.1 "Work Results" means all works and other results that LETO SPACE, its employees or Engaged Third Parties create for the Client as part of an Engagement, in particular reports, analyses, concepts, presentations, requirements specifications, market research, procurement concepts and documents for tenderers, evaluation matrices, recommendations, business cases, roadmaps, pilot plans, operating and governance models, scaling plans, workshop summaries and training materials.
7.2 "Pre-existing Material" means all works, data, methods, templates, tools, software and know-how that LETO SPACE has created or creates independently of the respective Engagement or has acquired from third parties, in particular the LETO SPACE method, the Spacegraph platform including its knowledge graph, R&D Compass and the LETO Academy courses.
7.3 All rights in the Work Results and in the Pre-existing Material, in particular the exclusive exploitation rights (Werknutzungsrechte), remain with LETO SPACE or with the respective rights holders. The Client receives the rights of use described in this clause 7. No right arises in Spacegraph, R&D Compass, the LETO Academy or in the methods, templates and tools of LETO SPACE as such. Where Pre-existing Material is incorporated into Work Results, the Client may use it only as part of those Work Results.
7.4 LETO SPACE grants the Client the non-exclusive right, unlimited in time and territory, to use, reproduce and adapt the Work Results for the purposes set out in the contract and for its own internal purposes (Werknutzungsbewilligung, non-exclusive licence). The licence is transferable only together with the Client's business or organisational unit. The Client may grant further licences only within the scope of clauses 7.6 and 7.8.
7.5 The Client may pass on Work Results to persons who work for the Client and are bound by confidentiality, in particular employees, governing bodies, legal, tax and business advisers, and auditors.
7.6 Work Results that are by their nature addressed to tenderers, providers or other participants in a procedure, in particular requirements specifications, documents for tenderers and requests for proposals, may be reproduced, adapted, passed on to these persons and published in procurement procedures by the Client to the extent necessary, including on procurement platforms and in contract notices. This also applies to bodies with which the Client carries out the procurement jointly, and to later procurement procedures of the Client for the same subject matter.
7.7 The Client may publish Work Results or make them available to third parties without separate consent from LETO SPACE to the extent that it is legally obliged to do so, in particular under the Austrian Freedom of Information Act (Informationsfreiheitsgesetz), or to the extent that procurement offices, supervisory bodies, courts of audit or funding bodies so require or the terms of funding that finances the Engagement so provide.
7.8 The Client may submit Work Results to its own governing bodies and committees. Work Results that are intended for publication under the Offer may be published by the Client in full or in extracts, naming LETO SPACE. The Client may pass on Work Results to companies in which it holds a majority interest and to third parties it engages for implementation, for use and adaptation solely for the Client's purposes, provided that it binds them to confidentiality.
7.9 Any other reproduction, distribution or publication of Work Results, in whole or in part, and any commercial exploitation require the prior written consent of LETO SPACE. With every permitted disclosure and publication, the source attributions and licence notices for Third-Party Material under clause 8 are to be retained.
7.10 The rights of use under clauses 7.4 to 7.8 arise upon Handover of the respective Work Result. Before that, the Client may use drafts within the ongoing Engagement. If the Client is in default with payment of the fee attributable to a Work Result and does not pay even after a written reminder setting a reasonable grace period, LETO SPACE may prohibit further use until payment. Publications already made in procurement procedures and publications under clause 7.7 remain unaffected.
7.11 The Client receives exclusive rights of use (Werknutzungsrechte) in Work Results only if this is expressly agreed in the contract. Where an exclusive right of use in computer programs is agreed, it covers all forms of exploitation and the right to adapt, unless the contract provides otherwise. Exclusive rights of use do not extend to Pre-existing Material or to Third-Party Material under clause 8.
7.12 The Client's involvement in creating the Work Results does not give rise to joint authorship or to any right beyond the agreed use. LETO SPACE may continue to use and develop the general expertise and experience acquired in performing the Engagement, as well as methods, templates and tools that contain no confidential information of the Client.
7.13 The rights in documents, data and information that the Client makes available to LETO SPACE remain with the Client. LETO SPACE may use, reproduce and adapt them for the duration and for the purpose of the Engagement.
7.14 Work Results are created for the Client and for the purpose set out in the contract. LETO SPACE has contractual obligations only towards the Client. If the Client passes on or publishes Work Results, it points out this purpose. If the Client passes on Work Results without authorisation and LETO SPACE is held liable by third parties as a result, the Client indemnifies and holds LETO SPACE harmless, provided that the Client is at fault.
7.15 If the Client materially breaches the provisions of this clause 7 and does not remedy the breach within a reasonable period after written notice, LETO SPACE is entitled to terminate the contract early for good cause. The assertion of other statutory claims, in particular for injunctive relief and damages, remains unaffected.
8. Third-Party Material and data from Earth observation and satellite navigation
8.1 "Third-Party Material" means data, content, software and services in which the rights are held by third parties, in particular satellite and geospatial data, maps and map data, results and services of providers, and third-party software including open-source software. Third-Party Material is governed primarily by the licence and usage terms of the respective rights holders, even where LETO SPACE incorporates it into Work Results. The Client receives only the rights in Third-Party Material that these terms permit.
8.2 LETO SPACE identifies Third-Party Material used in the Work Results or in the documentation and states its source. Where the respective terms prescribe a specific source attribution or licence notice, LETO SPACE includes it. LETO SPACE also communicates the essential restrictions on disclosure and publication and, on request, provides a list of the applicable usage terms. The Client complies with these terms when using the Work Results. Open data, such as the data and services of the Copernicus programme, may be used freely under their terms. These terms, however, require source attributions that are to be retained with every disclosure and publication.
8.3 Where the Client concludes contracts directly with providers, for example after a tender or for a pilot project, the rights in their data, services and results are governed exclusively by those contracts. LETO SPACE's management of providers does not change this.
8.4 LETO SPACE owes the careful selection and review of Third-Party Material, not its freedom from errors, completeness or availability.
8.5 Results based on Earth observation or satellite navigation data are subject to the limitations of these data, in particular spatial resolution, acquisition time and revisit rate, cloud cover, signal availability and accuracy. Decisions based on these results are taken by the Client.
8.6 The Client ensures that it holds the necessary rights in the documents, data and content that it makes available to LETO SPACE or specifies, and that their use within the Engagement does not infringe third-party rights. If LETO SPACE is held liable by third parties because of the contractual use of this material, the Client indemnifies and holds LETO SPACE harmless, provided that the Client is at fault.
9. Supplementary provisions for software, prototypes and dashboards
9.1 This clause 9 applies only to software, prototypes, dashboards and AI components that LETO SPACE delivers under the contract as executable programs. Reports, maps and analyses are Work Results under clause 7, even where they are based on data analysis. The use of Spacegraph is governed by clause 1.5.
9.2 The service is based on the written service specification, which the Client checks for accuracy and completeness and confirms. The Client provides the necessary information, realistic test data and test facilities in good time and at its own expense. Where live data are used, the Client is responsible for backing up these data.
9.3 If, in the course of the work, it becomes apparent that performance in accordance with the service specification is actually or legally impossible, LETO SPACE notifies the Client without undue delay. If the Client does not change the service specification so that performance becomes possible, LETO SPACE may refuse performance. If the impossibility results from an omission by the Client or from a subsequent change to the service specification by the Client, LETO SPACE is entitled to withdraw from the Engagement. The Client reimburses the costs and expenses incurred up to that point.
9.4 The Client accepts individually developed software against the service specification no later than four weeks after delivery and confirms acceptance in a record. If the Client allows this period to expire without acceptance and without notifying defects, although LETO SPACE informed it of this consequence on delivery, the software is deemed accepted when the period expires. If the Client uses the software in live operation, it is deemed accepted at the latest at that point; use in pilot operation under clause 9.5 is not acceptance. The Client reports defects, meaning deviations from the service specification, with adequate documentation. Acceptance may not be refused because of insignificant defects.
9.5 Prototypes serve for trials in a pilot project and are not intended for regular operation, unless the contract provides otherwise.
9.6 Use is governed by clause 7. The Client may use software to the agreed extent and on the systems specified in the contract. Program documentation and source code are handed over only if this is expressly agreed, and in any case only after full payment. Copies for archiving and backup purposes are permitted provided that all copyright and ownership notices are copied unchanged. If the Client needs interface information to establish interoperability, LETO SPACE provides it on request for reasonable remuneration. The rights under sections 40d and 40e of the Austrian Copyright Act (UrhG) remain unaffected. For third-party software, the right of use is governed by the licence terms of the respective rights holders.
9.7 Accessible design, in particular within the meaning of the Federal Disability Equality Act (BGStG), the Web Accessibility Act (WZG) and the Accessibility Act (BaFG), is owed only if agreed. Where the Client is a public sector body within the meaning of the WZG and the service is intended for publication, the parties specify in the Offer which accessibility requirements apply. Where accessible design is not agreed, the Client is responsible for checking the service for compliance with these provisions.
9.8 For Engagements comprising several units, LETO SPACE is entitled to make partial deliveries and to issue partial invoices.
9.9 In addition to clause 10, the following applies to software: LETO SPACE warrants that the software performs the functions described in the service specification or documentation when operated in the agreed environment. Rectification takes priority over price reduction and rescission (cancellation of the contract). The warranty does not apply to the extent that the Client or third parties have modified the software, and for changes to existing programs it covers only the change. Costs of diagnosing and fixing errors for which the Client is responsible are charged separately by LETO SPACE.
9.10 Where LETO SPACE develops an AI system that the Client puts into service or places on the market under its own name, the parties specify in the contract who bears the obligations as provider and as deployer within the meaning of Article 3(3) and (4) of Regulation (EU) 2024/1689 (AI Act).
10. Warranty
10.1 For services owed as a work, LETO SPACE is entitled and obliged, irrespective of fault, to remedy inaccuracies and defects in its service that become known, within the scope of the statutory warranty. LETO SPACE informs the Client of this without undue delay.
10.2 The Client's warranty claims must be asserted in court within six months of the Handover of the respective Work Result or, where acceptance is agreed, of acceptance. If LETO SPACE does not remedy a defect within a reasonable period, or if remedy is impossible, the Client is entitled to a price reduction and, for defects that are not merely minor, to rescission (cancellation of the contract).
10.3 For services owed as a service, LETO SPACE owes careful and professional performance, not a specific outcome.
11. Liability and damages
11.1 LETO SPACE is liable to the Client for damage only in the event of gross fault (intent or gross negligence). This applies accordingly to damage attributable to Engaged Third Parties. LETO SPACE is liable for personal injury in the event of any fault. Mandatory statutory liability, in particular under the Austrian Product Liability Act, remains unaffected.
11.2 The Client's claims for damages become time-barred one year after knowledge of the damage and of the person causing it, but no later than three years after the event giving rise to the claim. This does not apply to claims based on intent or to personal injury.
11.3 Where LETO SPACE provides the service with the involvement of third parties and warranty or damages claims of LETO SPACE against these Engaged Third Parties arise in that connection, LETO SPACE assigns these claims to the Client on request, to the extent that LETO SPACE does not itself compensate the damage. LETO SPACE's liability under clause 11.1 remains unaffected.
12. Confidentiality
12.1 "Confidential Information" means all non-public information that one party discloses to the other in connection with the Engagement, in particular trade and business secrets, data of customers and citizens, and information about the nature, scale of operations and activities of the disclosing party. Each party treats the other party's Confidential Information as confidential, uses it only for the Engagement and does not make it available to third parties. In particular, LETO SPACE maintains confidentiality towards third parties about the entire content of the Work Results, unless clauses 7.12 and 15 permit otherwise.
12.2 Information from tenderers and providers that LETO SPACE receives in a procurement or selection procedure for the Client is Confidential Information of the Client. LETO SPACE uses it only for that procedure, does not pass it on to other tenderers or providers and complies with the Client's requirements on confidentiality in the procurement procedure.
12.3 The confidentiality obligation does not apply to information that is generally known or becomes known without breach of this obligation, that was already known to the receiving party without an obligation of confidentiality, that it receives from third parties without an obligation of confidentiality, that it has demonstrably developed independently, or whose disclosure the other party has approved.
12.4 Disclosure on the basis of a statutory obligation or of an official or court decision is permitted. This applies in particular to information obligations of public contracting authorities, for example under the Freedom of Information Act, to archiving obligations of public bodies, to audits by courts of audit and supervisory bodies, to documentation under procurement law and to reporting obligations towards funding bodies. The disclosing party informs the other party in advance, to the extent legally permitted. LETO SPACE may mark its own trade secrets, for example on methods and prices, as such.
12.5 Employees, governing bodies, Engaged Third Parties and advisers bound to professional secrecy are not third parties within the meaning of this clause 12 if they are subject to an equivalent duty of confidentiality. Each party imposes the confidentiality obligation on these persons in full and is liable for their breach as for its own.
12.6 LETO SPACE does not pass on in Work Results any information that it has received from third parties only in confidence.
12.7 The confidentiality obligation is unlimited in time and continues after the contract ends.
12.8 After the contract ends, each party returns or deletes the other party's Confidential Information on request. This does not apply to copies retained because of statutory retention obligations or as evidence of its own performance until the periods under clauses 10.2 and 11.2 have expired, or to copies in routine backups. Personal data are retained in this context only to the extent permitted by Article 17(3) GDPR. Retained copies remain confidential for as long as they are retained.
13. Data protection
13.1 Each party complies with the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG) and is the controller within the meaning of Article 4(7) GDPR for the processing of personal data whose purposes and means it determines. This applies in particular to the contact details of both parties' contact persons, which LETO SPACE processes to perform and administer the Engagement.
13.2 Where LETO SPACE processes personal data on behalf of the Client, the parties conclude an agreement under Article 28 GDPR before this processing begins, which also governs the engagement of other processors.
13.3 The Client ensures that it has lawfully collected the personal data it provides to LETO SPACE and is permitted to transfer them to LETO SPACE, that there is a legal basis for this under Article 6 and, where applicable, Article 9 GDPR, and that the data subjects have been informed under Articles 13 and 14 GDPR.
13.4 Where the Client provides data relating to employees, in particular location and movement data from satellite navigation and fleet tracking, it ensures before processing begins that the requirements of employment law are met, in particular the involvement of the works council or staff council.
13.5 The parties transfer personal data to each other only to the extent necessary for the Engagement. LETO SPACE binds its employees and Engaged Third Parties to data secrecy under section 6 DSG.
13.6 Information on the processing of personal data of clients and project participants is provided in the privacy policy at https://leto.space/privacy/ (opens leto.space) (section "Clients and project participants").
14. Use of AI tools
14.1 LETO SPACE may use software with artificial intelligence functions ("AI Tools") as aids in creating Work Results, for example for research, summarising, translation, drafting and data analysis.
14.2 LETO SPACE processes Confidential Information and personal data of the Client with AI Tools only for the purpose of the Engagement and only with services whose terms ensure confidentiality, exclude the use of inputs for training AI models and, where personal data are processed, include an agreement under Article 28 GDPR.
14.3 LETO SPACE does not use Confidential Information or personal data of the Client to train or fine-tune AI models unless the Client has given its prior written consent.
14.4 Where legislation requires AI-generated content to be labelled, LETO SPACE labels such content.
15. References
15.1 LETO SPACE names the Client as a reference, uses the Client's name or logo and publishes case descriptions that identify the Client only with the Client's prior written consent. Consent may be withdrawn with effect for the future.
15.2 Anonymised descriptions that do not identify the Client and contain no Confidential Information are permitted without consent.
15.3 The Client names LETO SPACE in its own advertising only with the prior consent of LETO SPACE. Clause 7 remains unaffected.
16. Fees and payment
16.1 LETO SPACE receives a fee as agreed with the Client. The fee is payable on completion of the agreed work, unless invoicing on a time and materials basis or payments at the times set out in the Offer have been agreed. LETO SPACE is entitled to issue interim invoices in line with the progress of work and to request advance payments corresponding to the respective progress. For invoicing on a time and materials basis, LETO SPACE submits a statement of the services and hours provided with each invoice. Invoices from LETO SPACE are payable without deduction within 14 days of receipt.
16.2 All prices are in euros plus statutory VAT.
16.3 LETO SPACE issues invoices entitling the recipient to deduct input VAT and containing all legally required details.
16.4 The Client reimburses cash outlays, expenses and travel costs in addition, against invoice and proof from LETO SPACE, to the extent that they are provided for in the Offer or the Client has approved them in advance, and provided that no lump sum is agreed in the Offer.
16.5 If the Engagement is not carried out for reasons attributable to the Client, or if LETO SPACE terminates the contract early for good cause for which the Client is responsible, LETO SPACE retains its claim to the agreed fee less what LETO SPACE saves as a result of non-performance or earns, or wilfully fails to earn, through other use. The savings are assumed to be 30 per cent of the fee for the services that LETO SPACE has not yet performed by the day of termination. Either party may prove higher or lower savings. Where the fee is on a time and materials basis, this applies only to the extent that a fixed scope of services or a firmly ordered number of hours is agreed. A contingent of hours agreed as an upper limit does not give rise to a claim to the fee for hours not called off.
16.6 If the Client fails to pay a due interim invoice even after a reminder setting a reasonable grace period, LETO SPACE is released from the obligation to provide further services. The assertion of further claims arising from non-payment remains unaffected.
16.7 In the event of late payment, statutory default interest applies.
17. Electronic invoicing
17.1 LETO SPACE is entitled to send invoices in electronic form. The Client expressly agrees to receive invoices in electronic form.
17.2 Requirements of public contracting authorities concerning invoice format and transmission channel, such as e-invoicing, take precedence.
18. Term and termination of the contract
18.1 The contract generally ends with the complete performance of the agreed services and the corresponding invoicing.
18.2 For contracts for ongoing services without a fixed project end, the term and ordinary termination follow from the Offer. If the Offer does not state a notice period, either party may terminate the contract by giving one month's notice to the end of a calendar month.
18.3 Irrespective of this, each party may terminate the contract at any time for good cause without notice. Good cause exists in particular
a) if a party breaches material contractual obligations and does not remedy a remediable breach within a reasonable period after written notice,
b) if a party defaults on payment after insolvency proceedings have been opened, or
c) if there are justified concerns about the creditworthiness of the Client, no insolvency proceedings have been opened over its assets, the Client, at the request of LETO SPACE, provides neither an advance payment nor suitable security before LETO SPACE performs, and LETO SPACE was not aware of the poor financial circumstances when the contract was concluded.
Sections 25a and 25b of the Austrian Insolvency Code (IO) remain unaffected.
18.4 On termination, the services performed in accordance with the contract up to that point are to be paid for. If the Client terminates the contract for good cause for which LETO SPACE is responsible, only those services that are of use to the Client are to be paid for; claims for damages remain unaffected. Clause 16.5 remains unaffected.
19. Force majeure
19.1 Neither party is liable for non-performance to the extent that it results from force majeure, in particular natural events, war, epidemics, industrial disputes, official orders, widespread internet or power outages and failures of third-party infrastructure, in each case to the extent that they are not attributable to that party. Agreed dates are postponed by the duration of the hindrance.
19.2 The affected party informs the other party without undue delay and resumes performance as soon as this is reasonable for it. If the force majeure lasts longer than 60 days, either party may terminate the contract by written declaration. Services already performed are to be paid for; clause 16.5 does not apply in this case.
20. Final provisions
20.1 The parties notify each other without delay of any changes to their details in the contract, in particular to their address and contact persons.
20.2 Amendments and additions to the contract and to these GTC, and side agreements, require text form; an email suffices. Termination by notice (Kündigung) and early termination (Auflösung) of the contract require a signed document; a qualified electronic signature suffices. For all other consents, notices and declarations for which these GTC provide for written form or a written declaration, text form suffices, in particular an email.
20.3 Each party may set off against claims of the other party only claims that are undisputed or established by a court, or that are legally connected with the claim. In the event of LETO SPACE's insolvency, set-off remains permitted.
20.4 Neither party may transfer the contract or rights under it without the prior written consent of the other party. Consent may not be unreasonably withheld. Clause 7.4 remains unaffected.
20.5 Each party complies with applicable sanctions, export control and anti-corruption law, in particular Regulation (EU) 2021/821 on dual-use items. LETO SPACE may suspend services or terminate the contract for good cause to the extent that their performance would violate such provisions. Services already performed are to be paid for; clause 16.5 applies in this case only if the Client is responsible for the violation.
20.6 These GTC are available in German and English. The German version prevails. If the Offer is drawn up in English, the English version prevails. The language of the individual Engagement follows from the Offer. Product terms under clause 1.5 are subject to their own language provisions.
20.7 This contract is governed by substantive Austrian law, excluding the conflict-of-laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods. The place of performance is the place of performance stated in the Offer, otherwise the registered office of LETO SPACE in Graz. The court with subject-matter jurisdiction in Graz has exclusive jurisdiction for disputes. LETO SPACE may also sue the Client at the Client's general place of jurisdiction.
20.8 Before initiating court proceedings, the parties endeavour to settle a dispute amicably through negotiation within 30 days of written notice. This does not prevent either party from applying for interim injunctions, preserving time limits or asserting undisputed claims.