General Terms and Conditions (AGB)
1. Contractual partner
Reisenbauer Solutions GmbH, FN 531864 d
Handelskai 265 / TOP 328
2. Scope and general information
These General Terms and Conditions (” AGB “) apply to all business-related contracts concluded between you as the customer and us as the licensor, service provider and/or seller. Subsequent amendments and additions to the contract with you must be made in writing. Terms and conditions deviating from these AGB shall only become part of the contract with our express written consent. By ordering our products, you accept the AGB in the version valid at the time of placing the order, to the exclusion of any AGB of your company. The contract shall be concluded exclusively in the German language.
“Software” within the meaning of these AGB are computer programs distributed by us as standard or developed or adapted individually for you within the meaning of §40a Austrian Copyright Act for use on, for the operation or for the control of electrotechnical and/or electronic equipment and systems including documents provided for this purpose.
“Hardware” in the sense of these AGB are technical components of a computer that react to electronic or mechanical impulses. The hardware, together with the respective operating system, forms the basis for you to be able to install and use our software.
“Support Services” within the meaning of these AGB are all services agreed between us and you for the maintenance by us of your Software purchased from us. Contracts for support services can only be concluded in addition to a contract for the delivery and licensing of software.
“Product” within the meaning of these AGB is the uniform term for software, hardware and support services.
3. Conclusion of a contract at a distance
Our online product presentation does not constitute a binding offer of sale and is merely an invitation for you to make an offer. The offer is made by you by selecting the button with the inscription “order subject to payment”. You are bound to your offer for a period of three working days after placing your order. The contract, including the associated services to be agreed on an individual basis, shall be regarded as concluded when, after receipt of the order, we have confirmed the order in writing or have made the first partial delivery or provided the first service. Your offer may be rejected by us without giving reasons. Your offer is not accepted by mere silence.
4. Prices and additional costs
The prices for our products stated in the price list and on our website are net prices, plus the statutory value added tax and plus any delivery costs. The statutory VAT and any delivery costs are shown in the order overview and also on the order confirmation and invoice. Invoicing shall take place exclusively in euros (€).
Unless otherwise agreed in individual contracts, support services do not include the costs of travel, accommodation and travel time of the persons commissioned with the service as well as additional costs arising from the fact that you did not immediately report a software problem to us.
For the payment of the ordered product you can choose from the following payment options:
- Credit card / debit card
Our claim against you is due at the time of the conclusion of the contract. Receivables for subscriptions which are concluded with us, e.g. for the software Assemble or the Multiserver (SaaS), are due monthly or annually in advance. Our receivables for support services are due at the end of each month. In the case of payment by invoice, this must be paid no later than 7 days after receipt. In the event of late payment, interest on arrears shall accrue at the statutory interest rate pursuant to § 456 UGB. In addition, we are entitled to claim compensation for other damages incurred by you, in particular the necessary costs of appropriate out-of-court recovery or collection measures, insofar as these are in a reasonable proportion to the claim pursued. A reminder fee of EUR 30.00 per reminder will be charged.
6. Service provision
Unless otherwise agreed in an individual contract, we shall deliver the software to you in machine-readable form. This is done exclusively by making it available in electronic form (e.g. download). We shall deliver the current version at the time of delivery.
If no delivery date is agreed, we will inform you of the delivery date separately. This date will be stated in the order confirmation.
If hardware is handed over to you directly or delivered to you by us, the risk of loss or damage to the hardware shall pass to you when the hardware is handed over to you. If an external carrier is used, the risk of loss or damage to the hardware shall pass to the external carrier used by us till the hardware is handed over to you. The delivery periods stated by us are purely informative and do not create any obligations on our part. If several hardware components with different delivery periods are ordered, in the absence of a deviating agreement on a partial delivery, the longest delivery period shall be decisive.
Deliveries will only be made to the delivery addresses provided by you.
Support services shall be provided at our discretion either at the location of the computer system or at our business premises within our normal working hours. If, at your request, support services are provided outside normal working hours, the additional costs will be invoiced separately. The selection of the employee providing the service is at our discretion. We are also entitled to call in third parties for the provision of support services.
The use of support services for troubleshooting is only justified if the software which is the subject matter of the contract exhibits reproducible behaviour which deviates from the corresponding service description/specification or the functional specification in the latest valid version.
There shall be no entitlement to support services for services which are caused by changes in the operating system, hardware and/or by changes in software programmes and interfaces which are not the subject matter of the contract and which are mutually dependent on the programme, for individual programme adaptations, reprogramming, data conversions, restoration of data stocks and interface adaptations as well as for programme changes due to changes in statutory regulations if they require a change in the programme logic.
We shall not be liable under the support contract for the correction of hardware modifications caused by you or third parties, or of software errors caused by you or third parties, or if you or third parties make program modifications to the contractual software programs without our prior consent, or if the software and/or hardware are not used in accordance with their intended purpose.
In the event of unauthorised use of support services, we are entitled to invoice you for the costs incurred at the applicable cost rates which can be viewed on our website.
7. Duration of contract
7.1 for support services
The contract for support services is concluded for an indefinite period. The contract may be terminated in writing by either contracting party subject to a notice period of 3 months, however at the earliest after expiry of the 12th month of the contract. If the contractual hardware and/or software is proven to be put out of operation or to perish, the contractual relationship may also be terminated prematurely. In this case, the aliquot part of the fee paid in advance will be refunded to you for the service not consumed.
7.2 for subscriptions (e.g.: Assemble or Multiserver SaaS)
Subscriptions are concluded for an indefinite period. Each contracting party is entitled to terminate the subscription in writing (by registered letter or by email to firstname.lastname@example.org) subject to 1 month’s notice to the end of the respective billing period. The written notice of termination must contain necessary information such as the “Subscription #” (e.g.: ABO-00041) and, in the case of Assemble, the serial number. The contractual software must be decommissioned after expiry of the subscription and may not be used any further.
8. Software specifications
We provide the specification for standard software as well as for standard hardware. You are responsible for compliance with the specifications, such as in particular the conditions of use as well as obtaining and complying with any official approval conditions. Formal acceptance does not take place for our standard software or for the standard hardware sold by us.
When ordering customised software and when ordering customised hardware, the contracting parties shall draw up a specification sheet, whereby you shall provide all the information required to draw up the specification sheet. The specifications shall contain the actual situation, the target situation and the acceptance criteria. The requirements specification must primarily describe how the project is to be implemented. The requirements and specifications are part of our offer and the basis of the order.
In the case of the delivery of customised software and/or customised hardware, a formal acceptance is carried out. The acceptance includes an acceptance test to determine whether the requirements of the specifications (in particular the acceptance criteria) have been met.
9. Reservation of ownership
The hardware remains our property until full payment has been made. In the event of retention of title, sale, pledging, transfer by way of security and similar shall only be possible with our consent. The assertion of a reservation of title as well as the seizure of the hardware by us shall not be deemed a withdrawal from the contract.
A set-off with your claims against our claims is not possible.
We warrant that our products are free from defects provided that they are used in accordance with the applicable installation requirements and other conditions of use.
The software and hardware sold by us must be inspected by you immediately after delivery. Defects which you have discovered or which you should have discovered in the course of a proper inspection must be notified to us in writing without delay. If you fail to give such notice, you may no longer assert claims for warranty, for damages due to the defect or due to a mistake as to the defect-free nature of the item pursuant to § 377 (2) of the UGB.
In the case of software and hardware, the notification shall be made by disclosing the deviation from the specification or the specification sheet (individual software and individually assembled hardware), the operating steps which led to the defect and the error message of the software or the hardware. There are no warranty claims if you have not installed new versions and updates offered by us free of charge or have made changes to the contractual software or hardware without our consent. Unless otherwise agreed in an individual contract, any change made by you or a third party to the hardware or hardware configuration originally provided for the software installation shall also invalidate your warranty claims. We do not provide any warranty for the cooperation of the contractual software with other software programmes used by you. If software is already installed by us on the hardware purchased from us, we do not guarantee that the software will also function on other hardware.
In order to remedy the defect, all documents and information necessary for this purpose must be made available to us and access to the hardware and software must be provided during our normal working hours.
If the software and/or hardware does not comply with the specifications in a functionally disruptive manner while the warranty is valid and if we are not able to establish compliance with the specifications within a reasonable period of time despite sustained efforts, each contractual partner shall have the right to terminate the contract for the software and/or hardware in question with immediate effect against reimbursement of the services received. Defects in individual programs or other hardware components do not give the licensee the right to dissolve the contract with regard to the remaining programs or hardware components, provided that the software and/or hardware in question is not causally and inseparably connected with the other software and/or hardware.
Warranty claims do not entitle you to withhold payments to us.
12. Compensation for damages
We are only liable for intentional and grossly negligent conduct. In the event of slight negligence, we shall only be liable for personal injury. Liability for consequential damages, such as loss of profit in particular, is excluded – except in cases of intent or gross negligence. These limitations of liability also expressly apply with regard to any (recourse) claims in connection with damage caused by the use of customised apps programmed by us and other software and hardware.
Non-compliance with any conditions for installation, implementation or use as well as non-compliance with any official approval conditions shall lead to the exclusion of any liability on our part.
Claims for damages against us shall become statute-barred within one year of knowledge of the damage and the damaging party.
13. Copyright, intellectual property rights and confidentiality
We are entitled to all copyrights to the agreed services (programmes, documentation, etc.). You shall exclusively receive the right to use the software after payment of the agreed payment exclusively for your own purposes, only for the hardware specified in the contract and to the extent of the acquired number of licences for simultaneous use on several hardware components. Only a licence to use the work is acquired through the present contract. Distribution by you is excluded in accordance with the Copyright Act. Your participation in the production of the software does not result in the acquisition of any rights that go beyond the contractually stipulated use. Infringements of our copyrights result in claims for damages, whereby full satisfaction must be paid.
In the event that claims are asserted against you in connection with infringements of intellectual property rights or copyrights effective under the Austrian legal system by the software which is the subject matter of the contract, you shall notify us in writing without delay. In the event that such claims are asserted against you in court, a notice of dispute must be given to us in order to give us the opportunity to intervene in the proceedings.
If claims are asserted based on the infringement of property rights for which we are responsible, we may modify or replace the software or obtain a right of use at our own expense. If this is not possible with reasonable effort, you shall immediately return the original and all copies of the software, including any documents provided, at our request against reimbursement of the compensation. All your claims regarding the infringement of industrial property rights and copyright are hereby conclusively settled to the exclusion of any further obligation on our part.
You are obliged to ensure that our rights (e.g. intellectual property rights, copyright including the right to copyright notice) to the software are protected and that company and business secrets are kept secret (this also applies to your employees and agents or third parties). This also applies if the software has been modified or combined with other programmes. This obligation shall remain in force even after termination of the contract.
All offer and project documents may neither be duplicated nor made available to third parties without our consent. They may be reclaimed at any time and must be returned to us without delay if no contract is concluded between us and you concerning the order in question.
We reserve the right to examine the agreed use of the software and hardware ourselves or through commissioned third parties (“audit”) at our own expense, provided that 14 days advance written notice of the audit is given. You are obliged to cooperate in the audit and to grant sufficient access to information related to the use of the software and hardware (e.g. server, business books, etc.). Any underpaid fees shall be paid within 14 days of a written request to do so. The possibility of extraordinary termination of the contract remains unaffected. If you have culpably given cause for an audit to be carried out, we shall be entitled to claim compensation for the costs incurred as a result.
You are obliged to ensure by technical or other measures that the software does not fall under the same OSS licence conditions as open source software used by you.
15. Termination of contract
The right of use for our software ends with the expiry of the agreed period of use or is limited to the period of use of the hardware, if any, defined in the contract.
Upon termination of the right of use, you are obliged to return the entire software, including any documents provided, at our request or to demonstrably destroy them. This also applies to software that has been modified or combined with other programmes.
If, in the case of individual software, no agreement can be reached on acceptance within a reasonable period of time, we shall be entitled to terminate the contract with immediate effect. Services rendered up to that point shall be reversed in accordance with the statutory provisions.
We are entitled to terminate contracts for support services prematurely in the event of a change of location of the computer systems which are the subject matter of the contract to a location different from the contractually agreed location.
If you fail to meet your obligations, we shall be entitled to refuse to provide the service and to withdraw from the contract after setting a reasonable deadline. You shall be liable for all damages (for example, for idle time, etc.) which we incur as a result of your failure to comply with your obligations.
You shall refrain from any direct or indirect enticement and employment, including via third parties, of employees who have worked on the realisation of your purchases and/or orders for the duration of the contract and 12 months after termination of the contract.
In the event of a breach of the non-solicitation clause, you shall pay liquidated damages in the amount of one year’s salary of the solicited employee, regardless of fault.
17. Training / Cancellation
You can book the training courses we offer in the online shop. For payment of booked trainings we refer to point 5 of the AGB. If you cancel the booking up to 14 days before the training, you will receive a 50% refund of the costs paid; if you cancel up to 7 days before the training, you will receive a 25% refund of the costs paid. If you cancel the booking less than 7 days before the training, you will not receive a refund.
18. Applicable law and place of jurisdiction
The contract shall be governed by Austrian substantive law, excluding the conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods, as well as all provisions referring to the UN Convention on Contracts for the International Sale of Goods, are expressly excluded.
The Commercial Court of Vienna is agreed as the exclusive place of jurisdiction for all disputes arising from and in connection with the concluded contract.
19. Salvatory clause
The invalidity of one or individual provisions of these AGB or of the contractual relationship governed by the AGB shall not affect the validity of the remaining AGB or the remaining agreement. The contracting parties undertake to replace the invalid provision(s) with a provision that comes as close as possible to the economic result of the invalid provision(s).