General Terms and Conditions (AGB)
1st contract partner
Reisenbauer Solutions GmbH, FN 531864 d
Handelskai 265 / TOP 328
1020 Vienna
Email: office@reisenbauer.solutions
Website: www.reisenbauer.solutions
2 Scope of application and general information
These General Terms and Conditions ("GTC") apply to all company-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 GTC shall only become part of the contract with our express written consent. By ordering our products, you accept the GTC in the version valid at the time the order is placed, to the exclusion of any GTC of your company. The contract is concluded exclusively in German.
"Software" within the meaning of these GTC are computer programs distributed by us as standard or individually developed or adapted for you within the meaning of §40a of the 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" within the meaning of these GTC are technical components of a computer that react to electronic or mechanical impulses. Together with the respective operating system, the hardware forms the basis on which you can install and use our software.
"Support services" within the meaning of these GTC 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 GTC is the standardized term for software, hardware and support services.
3. conclusion of distance contracts
Our online product presentation does not constitute a binding sales offer and is merely an invitation for you to submit an offer. The offer is made by you by selecting the button labeled "order with obligation to pay". 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 in individual contracts, shall be deemed to have been concluded when we have confirmed the order in writing after receipt of the order or have made the first partial delivery or provided the first service. Your offer can 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 statutory VAT 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 is carried out exclusively in euros (€).
Unless otherwise agreed in individual contracts, support services do not include the costs for travel, accommodation and travel time of the persons commissioned with the service or additional costs arising from the fact that you did not report a software problem to us immediately.
5. payment
You can choose from the following payment options to pay for the ordered product:
- Credit card / debit card
- Invoice
- Paypal
Our claim against you is due at the time the contract is concluded. Receivables for subscriptions concluded with us, e.g. for the Assemble software or the multiserver (SaaS), are due monthly or annually in advance. Our receivables for support services are due at the end of each month. If payment is made by invoice, this must be paid no later than 7 days after receipt. In the event of late payment, interest on arrears shall be charged at the statutory interest rate in accordance with § 456 UGB. In addition, we shall be entitled to claim compensation for other damages incurred by us for which you are responsible, in particular the necessary costs of appropriate extrajudicial collection or recovery measures, insofar as these are in reasonable proportion to the claim being pursued. A reminder fee of EUR 30.00 per reminder will be charged.
6. provision of services
Unless otherwise agreed in individual contracts, we will deliver the software to you in machine-readable form. This is done exclusively by making it available in electronic form (e.g. download). We deliver the latest version at the time of delivery.
If no delivery date is agreed, we will inform you of the delivery date separately. This will be stated in the order confirmation.
If hardware is handed over directly to you or delivered to you by us, the risk of loss of 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 of or damage to the hardware is transferred to the external carrier used by us upon handover. The delivery periods stated by us are purely informative and do not trigger any obligations on our part. If several hardware components with different delivery periods are ordered, the longest delivery period shall be decisive, unless otherwise agreed for a partial delivery.
Deliveries will only be made to the delivery addresses you provide.
Support services are 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. We shall be responsible for selecting the employee providing the service. We are also entitled to engage third parties to provide support services.
The use of support services for troubleshooting is only justified if the contractual software exhibits a reproducible behavior that deviates from the corresponding service description / specification or the specification sheet in the latest valid version.
There is no entitlement to support services for services that are caused by changes to the operating system, hardware and/or by changes to software programs and interfaces that are not subject to the contract, for individual program adaptations, reprogramming, data conversions, restoration of databases and interface adaptations as well as for program changes due to changes in legal regulations if they require a change to the program logic.
We shall have no obligations under the support contract for the elimination of changes to the hardware caused by you or third parties, or of errors in the software caused by you or third parties, or if program changes are made to the contractual software programs by you or third parties without our prior consent, or if the software and/or hardware is not used as intended.
In the event of unauthorized use of support services, we are entitled to charge you for the costs incurred at the applicable cost rates, which can be found 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 party subject to a notice period of 3 months, but at the earliest after the end of the 12th month of the contract. If the hardware and/or software covered by the contract is demonstrably taken out of service or destroyed, the contractual relationship may also be terminated prematurely without notice. In this case, the aliquot part of the fee paid in advance for the unused service will be refunded to you.
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 email to office@reisenbauer.solutions) with one 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 taken out of service after the subscription expires and may no longer be used.
8. software specifications
We provide the specification for standard software as well as for standard hardware. You are responsible for compliance with the specifications, in particular the conditions of use and for obtaining and complying with any official approval requirements. Formal acceptance does not take place for our standard software or for the standard hardware sold by us.
When ordering customized software or individually assembled hardware, the contracting parties shall draw up a specification sheet and a functional specification sheet, whereby all information required to draw up the specification sheet and functional specification sheet shall be provided by you. The specification sheet must 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 functional specifications are part of our offer and form the basis of the order.
Formal acceptance is carried out for the delivery of customized software and/or customized hardware. 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 title
The hardware shall remain our property until full payment has been made. Sales, pledges, transfers by way of security and the like are only possible with our consent in the event of retention of title. The assertion of a retention of title and the seizure of the hardware by us shall not be deemed a withdrawal from the contract.
10. set-off
It is not possible to offset your claims against our claims.
11. warranty
We guarantee that our products are free of defects, provided that they are used in accordance with the applicable installation requirements and other conditions of use.
You must inspect the software and hardware sold by us immediately after delivery. Defects which you have discovered or which you should have discovered during a proper inspection must be reported to us immediately in writing. If you fail to make such a notification, you can no longer assert claims for warranty, for damages due to the defect itself or due to an error regarding the freedom from defects of the item in accordance with § 377 Para. 2 UGB.
In the case of software and hardware, the notification must be made by stating the deviation from the specification or the requirements specification (individual software and individually assembled hardware), the operating steps that led to the defect and the error message of the software or 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 individual contracts, any changes made by you or third parties 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 programs 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 work on other hardware.
In order to rectify the defect, all necessary documents and information must be made available to us and access to hardware and software must be granted 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 unable to achieve 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 terminate the contract with regard to the other 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 behavior. In the event of slight negligence, we shall only be liable for personal injury. Liability for consequential damages, such as in particular loss of profit, is excluded - except in cases of intent or blatant gross negligence. These limitations of liability also expressly apply with regard to any (recourse) claims in connection with damage caused by the use of customized 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 lapse within one year of knowledge of the damage and the damaging party.
13. copyright, industrial property rights and confidentiality
We are entitled to all copyrights to the agreed services (programs, documentation, etc.). You shall only receive the right to use the software after payment of the agreed fee exclusively for your own purposes, only for the hardware specified in the contract and to the extent of the number of licenses purchased for simultaneous use on several hardware components. The present contract only grants a license to use the work. Distribution by you is excluded in accordance with copyright law. No rights are acquired through your involvement in the production of the software that go beyond the contractually agreed use. Violations of our copyrights will result in claims for damages, whereby full satisfaction must be provided.
In the event that claims are asserted against you in connection with infringements of industrial property rights or copyrights effective under Austrian law by the contractual software, you must notify us immediately in writing. In the event that such claims are asserted against you in court, a notice of dispute must be sent 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 must return the original and all copies of the software, including any documents provided, immediately at our request against reimbursement of the remuneration. All your claims relating to 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. industrial property rights, copyright including the right to copyright notice) to the software are protected and that trade and business secrets are kept confidential (including by your employees and vicarious agents or third parties). This also applies if the software has been modified or combined with other programs. This obligation shall remain in force even after termination of the contract.
All offer and project documents may not be reproduced or made available to third parties without our consent. They may be reclaimed at any time and must be returned to us immediately if no contract is concluded between us and you for the order in question.
14. audit
We reserve the right to check the agreed use of the software and hardware ourselves or through authorized third parties at our own expense ("audit"), provided that the audit is announced in writing 14 days in advance. 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 underpayment of fees must be made within 14 days of a written request. The possibility of extraordinary termination of the contract remains unaffected by this. 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 take technical or other measures to ensure that the software does not fall under the same OSS license conditions as the open source software you use.
For software for which we only have a derived right of use (third-party software), the terms of use agreed between us and our licensors shall apply in addition to and take precedence over these GTC, insofar as you are affected by them (e.g. End User License Agreements). We refer to these and make them available to you.
15. termination of contract
The right to use our software ends upon expiry of the agreed period of use or is limited to the period of use of the hardware defined in the contract.
Upon termination of the right of use, you are obliged to return or verifiably destroy the entire software, including any documents provided, at our request. This also applies to software that has been modified or combined with other programs.
If no agreement on acceptance can be reached within a reasonable period in the case of individual software, 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 if the computer systems covered by the contract are relocated to a location other than the contractually agreed location.
If you fail to meet your obligations, we are 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 (e.g. for downtimes, etc.) incurred by us due to non-compliance with your obligations.
16. non-solicitation
You shall refrain from any direct or indirect solicitation and employment, including through third parties, of employees who have worked on the realization of your purchases and/or orders during the term of the contract and for 12 months after termination of the contract.
In the event of a breach of the non-solicitation clause, you must pay liquidated damages regardless of fault in the amount of one year's salary of the poached employee.
17 Training / Cancellation
You can book the training courses we offer in the online store. For payment of booked training courses, please refer to point 5 of the GTC. If you cancel your booking up to 14 days before the training course, you will be refunded 50% of the costs paid; if you cancel up to 7 days before the training course, you will be refunded 25% of the costs paid. If you cancel your booking less than 7 days before the training course, you will not receive a refund.
18 Applicable law and place of jurisdiction
The contract shall be governed by Austrian substantive law to the exclusion of the conflict of laws provisions. The UN Convention on Contracts for the International Sale of Goods and all provisions relating 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 contract concluded.
19. severability clause
The invalidity of one or individual provisions of these GTC or of the contractual relationship governed by the GTC shall not affect the validity of the remaining GTC 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 effect of the invalid provision(s).
