B2B Terms and Conditions of Twentoo GmbH
These terms and conditions apply to all services provided by Twentoo GmbH, Company Registration Number FN 491741 z, (Twentoo for short) to its Clients. Only divergent agreements expressly stipulated in written agreements and/or order confirmations from Twentoo take precedence over these terms and conditions. They also apply to all future legal transactions of Twentoo and the Client, without the need to refer to these conditions again. Conflicting terms and conditions of the Client are not considered agreed.
II. Offers, contracts and delivery dates
(1) Offers from Twentoo are subject to alteration and are non-binding. An order is accepted by signing the contract, sending an order confirmation or, in the case of just a verbal agreement, by Twentoo providing the service. The scope of the services is determined by the service descriptions defined by Twentoo (in the order confirmation, etc.) at the time the contract is concluded. Additional agreements in verbal or electronic form require written confirmation by Twentoo to be legally effective.
(2) Unless otherwise agreed in writing, the list prices of Twentoo shall be deemed as agreed in each case. All prices are net prices.
(3) Agreed delivery dates are target dates. If an agreed delivery deadline is culpably exceeded, default shall only be deemed to exist after the expiry of a reasonable grace period. Claims for compensation due to delay in delivery are excluded or limited to the invoice value of the goods not delivered or not delivered on time.
(4) Deliveries are always made against payment in advance. The costs for packaging and transport shall be borne by the Client. The risk transfers to the Client upon dispatch. Transport insurance shall only be taken out at the express request and expense of the Client. Partial deliveries are permissible.
(5) Twentoo reserves the right to commission third companies to provide services, but the contractual partner of the Client is always Twentoo.
III. Settlement and payment, retention of title
(1) Invoices from Twentoo are due for payment within 14 days without deduction. Invoice amounts shall be deemed to be accepted by the Client if it does not object in writing within two weeks of the invoice date. Payments made by the Client shall in the first instance be credited to the oldest debts, then to interest and then to capital. If costs have already been incurred in the course of debt recovery, payments will be credited firstly against these costs, then against interest and lastly against the capital.
(2) In the event of a delay in payment, interest on arrears in the amount of 10% above the respective base rate will be charged. The defaulting Client shall be obliged to pay all costs of extra-judicial debt recovery measures, in particular those incurred by a lawyer. Violation of the terms of payment shall entitle Twentoo to withhold the agreed services until all outstanding debts have been paid in full, without defaulting on fulfilment of the contract. Any agreed terms of payment deviating from Paragraph 1 shall become irrelevant.
(3) Products supplied by Twentoo only become the property of the Client upon full payment of the agreed amount or any related outstanding ancillary claims such as interest on arrears or debt recovery costs. A claim arising from any resale shall be assigned by the Client to Twentoo to secure Twentoo’s claim against the Client. Twentoo accepts this assignment. The Client must notify Twentoo of any such resale by sending a copy of the invoice at the same time and make this assignment of security evident in its books. At the request of Twentoo, the Client shall be obliged to notify the third-party debtor. Even in the event of assertion of ownership due to non-fulfilment by the Client, Twentoo shall still be entitled to assert ownership of outstanding debts arising from the contract in question or to withhold payments already made, both being lump-sum compensation for the loss incurred by Twentoo and not needing to be proven by Twentoo in each case.
(4) The Client may not set off claims against Twentoo against claims of Twentoo, nor may the Client exercise a right of retention.
IV. Place of performance, venue and and choice of law
(1) The place of performance is Vienna. The legal venue is the court with subject matter jurisdiction in Vienna. Austrian law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(2) Insofar as the contracting parties communicate by electronic mail, they acknowledge the unlimited validity of declarations of intent transmitted by this means. However, this only applies if the email contains the name and address of the sender, the time of dispatch and the name of the sender at the end of the message.
(3) Should any provision of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The contracting parties shall replace the void provision with a valid provision that comes closest to the economic intention of the contracting parties.
V. The subject matter of these terms and conditions also includes the provision by Twentoo to the Client of a copy of the SECURAZE software and user manual.
VI. The installation and maintenance of the contractual software on the hardware of the Client is not a subject of these terms and conditions.
VII. Twentoo sells the Client a copy of the contractual software, which Twentoo makes available to the Client for download at the internet address securaze.com or cloud.securaze.com or from other platforms. The user manual for the contractual software in these terms and conditions is also part of the transfer of usage rights.
VIII. Rights of use of the Client
(1) The Client is entitled to copy the software, if copying is necessary for the use of the program. Necessary duplications include the installation of the program from the original data carrier onto the hard disk of the Client as well as its loading into the working memory of the Client’s hardware.
(2) The creation of a backup copy by the Client is also permitted.
(3) It is not permitted to use the software in a network of the Client in a way that allows several employees of the Client to work with the software at the same time.
(4) The misuse of the software as well as changes to or interventions in it are not permitted. Access by means other than those provided by Twentoo and the circumvention of Twentoo’s security measures to prevent access to the products are prohibited. The applicable national and international laws must be observed when the products are used. In particular, the Client may not use the software to upload, download, publish, make available, distribute or promote the distribution of content if such content may infringe intellectual property rights, rights to confidential information, the privacy of a person or other rights of third parties, or in particular violate data protection and export laws.
(5) By using the software, the Client does not acquire any intellectual property rights to the products or content the Client accesses.
(6) The Client is not entitled to make copies of the user manual provided. If the user manual has been provided in digital form, the Client may only make one backup copy in addition to the working copy.
(8) The Client is not entitled to pass on the software, including the user manual, to third parties.
IX. Obligations of the Client
(1) The Client is obliged take suitable precautions to prevent unauthorised access to the software by third parties. Original data carriers and backup copies must be kept in a place secured against unauthorised access by third parties. Employees of the Client must be informed by Twentoo about the terms of this contract and the copyright laws.
(2) The Client is obliged to refrain from making any changes to the software, unless this serves to remedy defects in the software and Twentoo has failed to remedy said defects.
(3) Furthermore, the Client is obliged to refrain from retranslating the licensed program into other forms of code (decompiling) unless this is explicitly permitted by law. The source code is required for the maintenance and further development of the software. This is the exclusive prerogative of Twentoo. The transfer of the source code is excluded from the transfer of use. The Client undertakes to refrain from any manipulation in this respect.
(4) The Client is forbidden from removing features that show the authorship of Twentoo or prevent the production of illegal copies.
X. Duty to examine and give notice of defects
(1) The Client shall examine the delivered software, including the user manual, within two weeks of delivery. This applies in particular with regard to the completeness of the software and the user manual, as well as the operation of basic program functions. Defects that are found or can be found readily must be reported to Twentoo in writing within another week. The defect must be specified in detail.
(2) Defects in the software or the user manual which cannot be detected in the course of a proper inspection must be reported in writing within one week of their discovery.
(3) In the event of a breach of the duty to examine or give notice of defects, the software shall be deemed to have been approved with regard to the defect in question.
XI. Warranty and liability
Twentoo is liable for defects in the software in accordance with the statutory provisions.