The following terms and conditions apply to deliveries, services and offers for software license products with documentation (hereinafter products) of RateBoard GmbH (hereinafter RATEBOARD). Conflicting terms and conditions of the client will not be part of the contract even without explicit objection even in the case of delivery. Deviations from these terms and conditions must be in writing. These terms and conditions also apply to follow-on business, even if they are not separately re-agreed in individual cases.
2. Offer, contract, free trial month and contract term
2.1. Offers by RATEBOARD are subject to change without notice, in particular with regard to prices, delivery times and ancillary services.
2.2. The scope of the products and services to be provided by RATEBOARD is determined solely by the order confirmation of RATEBOARD, in addition to these GTC.
2.3. RATEBOARD reserves the right to take into account mandatory deviations from the offer documents or order confirmations due to legal and technical standards.
2.4. A customer signs an offer and sends it to RATEBOARD. In order to tailor the offer individually to the customer, RATEBOARD sends a questionnaire to the customer. After the customer has completed the questionnaire and sent it back to RATEBOARD by e-mail, RATEBOARD decides whether to accept or reject the offer. Upon acceptance of the offer, RATEBOARD will send an order confirmation to the customer. Only upon transmission of the order confirmation from RATEBOARD to the customer is there a legally valid contractual relationship.
2.5. The contract begins with a free trial month, which begins on the day the customer receives his access data to the RATEBOARD software. After the free trial month, the agreed license costs incur. The customer may terminate the contract, once during the trial month, by e-mail to RATEBOARD and in this case the customer's access will be blocked. In this case, the customer has no right to reuse the software and support provided by RATEBOARD.
2.6. In case of contract termination (also within the trial month) the customer is responsible for uninstalling the software as well as the interface (see 3.2.).
2.7. The term of the license agreement is set at twelve calendar months. The license agreement is automatically renewed for a further twelve calendar months unless the customer terminates it in writing by giving notice of at least three months before the end of the contractual year.
3. Installation, implementation of the interface, training and consulting
3.1. The customer is responsible for the proper installation of the delivered products, unless otherwise agreed.
3.2. For the function of the software the implementation of an interface to the software of the customer is necessary. The customer is responsible for this implementation. RATEBOARD may, upon request, provide the customer with a list of companies that perform the necessary implementation of the interface.
3.3. If an appropriate agreement has been made regarding installation, training and consulting services, the customer must ensure that the necessary customer-related requirements have been met, in particular the required premises, communication channels, documents and personnel. If the customer fails to duly fulfill its obligations, RATEBOARD's contractually agreed execution periods will be extended accordingly. RATEBOARD may charge for the additional expenses caused by the delay, in particular by prolonging the provision of its own staff or its own material.
3.4. Commitments require written confirmation.
3.5. Access to the software is only possible after RATEBOARD has issued the order confirmation (see point 2.4) to the customer and the successful implementation of the interface, to be carried out by the customer. The interface must be installed by a qualified person. If the customer does not have suitable personnel, RATEBOARD will provide a list of qualified suppliers. The costs of implementing the interface are borne by the customer.
4. Delivery periods
4.1. Deadlines stated by RATEBOARD, in particular delivery dates, are only binding if they have been confirmed as binding n writing.
4.2. Order changes lead to the cancellation of agreed appointments and deadlines, unless otherwise agreed.
4.3. Delivery periods shall be extended appropriately in the event of force majeure and all obstacles for which RATEBOARD is not responsible, which have a significant influence on the delivery or service.
4.4. RATEBOARD is entitled to a reasonable extent to partial deliveries and partial services.
5.1. Products and services for which fixed prices have not been expressly agreed will be charged at the list prices valid on the day of provision.
5.2. RATEBOARD reserves the right, if a longer delivery period than three months from written order confirmation has been agreed, to adjust the prices for any additional costs incurred between the time of the order confirmation and the delivery, maximum 20% of the order value.
5.3. The value stability of the license fees is agreed. The consumer price index 2015 (basis: 2015 = 100), which is published monthly by Statistics Austria, or an index replacing it, serves as a measure for calculating the value stability. The benchmark used is the index number calculated for the month in which the contract was concluded.
6. Retention of title - copyright - granting of rights - confidentiality
6.1. RATEBOARD reserves the copyright and full right to use the delivered software. In the event of breach of contract by the customer - in particular in the case of late payment or anticipated suspension of payments - RATEBOARD is entitled to terminate the service and thus the granted license with immediate effect.
6.2. The customer receives a temporary, non-exclusive, non-transferable, simple right to use the products (software and documentation) in his business premises under this contract for a certain period of time against payment of the separately agreed license fees. All proprietary rights to the products belong to the right holder of the software. The customer must always comply with the protective rights notices attached to the program carrier or the packaging.
6.3. The rental of the software, the granting of sub-licenses, the assignment of the license, as well as the use of the software within an Application Service Provider (ASP) is inadmissible or requires the express permission of RATEBOARD.
6.4. The customer is not entitled to use the software as an instrument for further business purposes or for the creation of solutions for third parties against payment or free of charge.
6.5. Customer may not translate, modify, edit or decompile, reverse-engineer or disassemble the Software, determine the source code or make any edits to any part of the Software, play the Software wired or wirelessly. The customer is also responsible to treat the assigned user data (password and username) confidentially.
7. Warranty - transfer of risk - acceptance of services
7.1. For a period of twelve months from the date of delivery, RATEBOARD warrants that the software will essentially function as described in the program description.
7.2. The subject of the warranty is the software exclusively in the version delivered by the right holder. Errors in the software, which are due to subsequent changes of the client, are just as little object of warranty as errors in the operating system of the client or third-party products.
7.3. RATEBOARD guarantees that the products comply with the specifications contained in the user documentation and are delivered on faultless data carriers.
7.4. The customer is not entitled to program extensions after the transfer of risk, even if they become necessary due to legal changes.
7.5. RATEBOARD does not take warranty if the internet connection is missing or inadequate, or if there is a lack of hardware or if the customer does not use up-to-date operating systems.
7.6. RATEBOARD reserves the right to eliminate defects at its discretion by repair, replacement with faultless products or by changing the performance. If RATEBOARD remedies defects by changing the service, RATEBOARD will not change the originally agreed scope of services for the client in the essential aspects. The customer will support RATEBOARD in the removal to the required extent.
7.7. The customer can demand reduction of the remuneration or the resignation of the contract only with final failure of the remedy of deficiencies.
7.8. With insignificant reduction of the value or the suitability of the achievement resignation is impossible.
7.9. If changes are made to the products by the customer or by third parties, the warranty claim expires, unless the customer proves that the defect is not attributable to the change.
7.10. The customer is not entitled to remedy defects himself or by third parties and to demand compensation for the necessary expenses.
7.11. RATEBOARD is entitled to have services rendered by it provided by suitable third parties.
7.12. In the event of culpable violation of consulting, training or other service obligations, RATEBOARD is initially entitled to a free remedy, unless the repair is not reasonable for the client.
7.13. The customer is responsible for regularly securing their own data. We recommend a daily backup. RATEBOARD is not liable for any loss of data in the event of failure or faulty data backup.
8. Limitations of Liability
8.1. RATEBOARD is not liable for any actions or decisions made on the basis of the software products. RATEBOARD products are for support only. RATEBOARD only makes recommendations, the final decision to accept these recommendations lies exclusively with the customer.
8.2. RATEBOARD is also not liable for maintenance-related failures or other failures of the provided software.
8.3. RATEBOARD is only obligated to compensate for damages, for whatever legal reason, if the damage is due to gross negligence or intent on the part of RATEBOARD. A substitute for slight negligence is expressly excluded. RATEBOARD is not liable for indirect damage, consequential damage or loss of profit.
8.4. The statutory right of withdrawal of the contracting party remains unaffected.
8.5. In any case, the liability of RATEBOARD for financial loss is limited to EUR 500,000.00 and for personal injury and property damage to EUR 3,000,000.00.
8.6. Claims based on indispensable statutory provisions on product liability remain unaffected.
9. Updates- Technical Support - Secured Value
9.1. The software supplied by RATEBOARD needs updates to work effectively. Updates are enhancements and enhancements to existing components, and also include program maintenance, data backup, and consistency. Updates replace previously licensed parts of the software and are automatically installed and adopted by the software. Updates can lead to temporary failures.
9.2. The service / maintenance includes updates and the attachment of features that can be added or programmed in consultation with the customer. During the term of the license agreement, the validly licensed and registered customer is entitled to receive free support through the RATEBOARD Help Center at support.rateboard.io.
9.3. Telephone or personal support (on site), which goes beyond the free scope of the RATEBOARD Help Center, is agreed separately and is in any case subject to a charge.
10.1. Data processing is done primarily by automated processing or manually. According to DSG 2000, the customer has the right to know what data is processed about him, where the data comes from and what it is used for, in particular to whom it is transmitted, as well as the right to rectify incorrect data and the right to delete improperly processed Data.
10.2. The security of the transmitted data is ensured taking into account the provisions of the DSG 2000, in particular the state of the technical possibilities and the economic viability of RATEBOARD (see § 14 DSG 2000).
10.3. The customer agrees that his specified data are stored by RATEBOARD and for the provision of the services offered both on the website, as well as on all subpages and mobile applications, as well as for the purposes of RATEBOARD's own market research and advertising, as well as the fulfillment of legal and regulatory requirements contractual obligations.
10.4. The customer also agrees that all data transmitted to RATEBOARD may be used by RATEBOARD in anonymous form for market research purposes.
10.5. The customer expressly agrees to be informed by telephone, fax, e-mail, SMS etc. also in the form of mass mailings and also for advertising purposes about actions and offers on the part of RATEBOARD and its cooperation partners. This consent can be revoked by the customer at any time by e-mail to email@example.com or by post to the address stated in the imprint.
11. Final provisions
11.1. Succession - change of legal and economic influence The right of use granted to the customer cannot be transferred by legal transaction. In all cases of succession by operation of law, further in case of change of the legal and economic influence possibilities on the side of the customer, RATEBOARD is entitled to terminate the contractual relationship within a period of three months after becoming aware of this subject to a notice period of three months.
11.2. Severability clause The invalidity or nullity of individual provisions of these terms and conditions shall not affect the validity of the remaining provisions of these terms and conditions. The ineffective or void provisions shall be replaced by valid and enforceable ones that achieve the intended purpose as well as possible. This also applies mutatis mutandis in the event of a gap in these terms and conditions.
11.3. Applicable law, place of performance and place of jurisdiction
11.3.1. All legal relationships between RATEBOARD and the customer arising out of and in connection with all offers, products and services - with the exception of conflict of law’s provisions - are governed exclusively by Austrian law. The applicability of the UN Sales Convention (CISG) is excluded.
11.3.2. Place of fulfillment is the seat of RateBoard GmbH.
11.3.3. Disputes arising out of and in connection with all offers, products and services are the responsibility of the competent court in Innsbruck (Austria).
By submitting his offer the customer declares to accept these terms and conditions. With the transmission of the order confirmation of RATEBOARD to the customer (see point 2.4.) These terms become part of the contract.