TERMS AND CONDITIONS – V1.0
of the contractor Rei development GmbH, after referred to as Reidev.
Scope of application
Contract basis. Reidev concludes its contracts and provides its services exclusively on the basis of its written quotes and service descriptions, as valid from time to time, which form part of a quote (eg individual specifications or general folders), price lists and these Terms.
Unless specific to a certain project (eg individual specifications), descriptions of services, prices lists and terms and conditions, as amended from time to time, are thus applicable to all legal relationships between Reidev and the customer and, from the conclusion of the first contract, therefore automatically govern also all other contracts that are concluded between Reidev and the relevant customer, even if those price lists, product descriptions and terms and conditions are not explicitly incorporated by reference in these contracts.
Future changes. Changes in the description of services, price lists and the Terms of Reidev will be notified to the customer in writing and shall be deemed to have been agreed, unless traders object to changes within two weeks and consumers object within four weeks.
Once the new agreement enters into force, changes in the Terms will also be applicable to all other current contracts.
Supplementary agreements. All supplementary agreements of any kind that are reached both prior to the conclusion and also throughout the term of a contract are valid only if made in writing. For traders, this also applies to any waiver of the written form requirement.
Contract components of the customer. Even if Reidev is aware of the customer's requirements in respect of the service content, these will form part of the contract only if Reidev has integrated these into the offer or explicitly acknowledges these otherwise, for example by reference to these requirements.
Even if Reidev is aware of legal texts of the customer, such as terms and conditions or contract clauses, these will be applicable only if Reidev accepts these by way of an additional note (such as “Terms and conditions accepted”) which expressly refers to and covers a legal text. Otherwise, Reidev expressly objects to the inclusion of the customer's legal texts such as terms and conditions or contract clauses.
The fact that Reidev has simply accepted the customer's requirements in terms of the service content therefore does not mean that Reidev has accepted the customer's legal texts, even if those requirements should include these legal texts (and contain language such as "Our General Terms and Conditions shall apply").
Inconsistencies. In case of any inconsistency between the quote, service descriptions (project-specific documents, general documents), price lists, if any, and Reidev's Terms, these shall apply in the above order. The individual elements will therefore automatically amend the more general elements of the contract.
In case of any inconsistency between Reidev's elements of a contract and the customer's elements of a contract, all contract elements of Reidev shall prevail.
Conclusion of contract
Reidev's offers. Offers of Reidev to the customer, eg customized offers to the customer or non-customized offers such as order forms, catalogs or web shops, are subject to change and non-binding, without exception.
Offer by customer. If the customer places an order based on an offer or unsolicited, without Reidev having previously made an offer (eg if additional contracts are awarded in current business relationships), traders shall be bound by their orders two weeks and consumers one week after they were received by Reidev.
Acceptance of an order by Reidev. A contract is therefore concluded only once Reidev has accepted the customer's order.
As a matter of principle, Reidev shall accept orders in writing, for example by issuing an acknowledgment of order, unless Reidev's actions on behalf of the customer and on the basis of the order signify to the customer that Reidev accepts the customer's order.
Reidev shall not be deemed to have accepted an order simply by acknowledging the receipt of an order.
Scope of services, order processing and customer's duty to cooperate
Place of performance for traders. Place of performance shall be Reidev's registered office.
Scope of services. The scope of services to be provided by Reidev is defined in Reidev's written specifications evident from all parts of the contract. Information from other sources (such as presentation documents, websites or catalogs) that are not included in the offer do not form part of the specifications.
The customer shall examine whether the specifications are complete and correspond to his requirements. After the order was placed, the specifications can be changed only consensually, and such changes can lead to changes in prices, deadlines and target dates.
Professional and skilled services. Unless the written specifications provide otherwise, Reidev owes professional execution subject to the date on which the offer was made. Within the framework of the written specifications, Reidev has a degree of freedom in connection with the performance of services, provided that there are several possibilities of providing a service in a professional manner.
Interchangeable services. If and when compatible with the objectives of an order, Reidev may deviate from the specifications and replace services with other equivalent services.
Third party services. Reidev may perform the services itself or rely on qualified third parties to perform a service (third-party services).
Agreed third party services. If the provision of a service by a third party was agreed with the customer (agreed third-party service), the contractor is exclusively obliged to provide a third party. In case of agreed third-party services, Reidev is therefore only obliged to select another supplier who will provide the service on the basis of a separate agreement with the customer.
Reidev may commission such third-party service in its own name or in the customer's name and for its own account or for the customer's account.
If Reidev concludes the contract in its own name and / or for its own account, Reidev will do so only in the customer's interest in order to facilitate the contractual procedure and the payment process. The third party is therefore not engaged in the pursuit of interests of Reidev and therefore not involved in the interest pursuit program of Reidev and the risk area of Reidev.
In case of agreed third-party services, Reidev is therefore not obliged to provide the specific service.
Since the service rendered by Reidev consists exclusively in providing a third party, the customer shall be obliged to accede to the contract concluded between Reidev and the third party in respect of the agreed third-party services, at the request of Reidev, and to hold harmless and indemnify Reidev under this legal relationship.
Divisible services. Reidev may make partial deliveries of services which are divisible.
Forfeiture. The customer is obliged to timely collect all services ordered from Reidev or made available to Reidev for processing. If services are not collected in due time, Reidev may dispose of the services after three months in case of contracts with traders and after six months in case of contracts with consumers and bill the costs of disposal to the customer.
Deadlines and target dates. All deadlines and target dates indicated by Reidev are non-binding, unless expressly marked as binding.
Term. Any contract for an indefinite term may be terminated at any time.
Inevitable or unforeseeable events. In case of inevitable or unforeseeable events, including but not limited to any delay in the fulfillment of obligations by the customer, and if inevitable or unforeseeable events occur with Reidev or its contractors that are unforeseeable for Reidev, deadlines will be extended or target dates postponed for as long as such inevitable and unforeseeable event prevails, including the time it takes to take the necessary organizational measures in such a case. Reidev shall notify the customer thereof in writing.
Customer's duty to cooperate. The customer shall promptly provide any information in writing and make available all services to Reidev without request and in a format which permits these to be processed, which Reidev requires to provide its services.
This includes, but is not limited to nominating a contact person for the execution of the contract, making available documents, materials and facilities, coordinating the order details, and accepting (releasing) partial services and services.
Whenever the requirement for the customer to provide information or services becomes evident only while Reidev provides its services, the customer shall promptly forward any such information.
The customer shall independently verify the fitness, accuracy and lawfulness of any information and services provided by him.
The customer shall be liable for any damage caused by any omission of, delay in or insufficiency of cooperation by the customer, including but not limited to any extra efforts thereby incurred by Reidev. If Reidev is unable to execute the services as agreed due to any omission of, delay in or insufficiency of cooperation by the customer, Reidev, notwithstanding other rights, may discontinue the service, provide other services for other customers instead, and continue the execution of the services for the customer hereunder not until after the completion of these services, provided that the customer has fulfilled his cooperation duties until then. All target dates and deadlines will thereby be postponed.
If Reidev is held liable by third parties due to a violation of laws in connection with information or services provided by the customer, the customer shall also hold harmless and indemnify Reidev for and against such claims and support Reidev in the defense of third-party claims .
Interference by the customer. In the event that the customer arbitrarily interferes with the services of Reidev or makes changes contrary to the terms of the agreement, the customer shall be liable for any extra effort incurred by Reidev, eg for reviews, documentation, identification and allocation of defects, and corrective action.
Reidev's verification obligations. Reidev is only liable that the services provided by Reidev are not per se unlawful (eg use of a copyrighted work without the author's consent).
However, Reidev is not obliged to subject services created by Reidev to legal examination as to whether they infringe third-party rights or violate laws due to the customer's intended use of these services (eg use of graphics as logo). It shall be the customer's responsibility to perform these legal examinations particularly in terms of administrative law, criminal law, competition law, trademark law, design rights, copyrights, personal rights and data privacy laws or to retain a qualified legal expert to perform these examinations.
Whenever Reidev points out to the customer, before the customer awards a contract or when new order details become known during a contract, that it is necessary to subject the services to additional legal examination, the customer shall be liable to carry out such legal examination in respect of other rights or to take these risks in the event that Reidev was subject to information and verification obligations. Reidev shall thus be deemed to have properly provided the service as agreed.
Rights to services. As a matter of general principle, all rights to the agreed services are due to Reidev or its licensors. The customer is granted the right to use the services, having paid the agreed compensation in its entirety, in a scope that has been agreed or predefined by the licensors.
If no scope was agreed, the customer shall have the non-exclusive right to use the services for its own purposes and in its own business, but not the right to sublicense or transfer the services to third parties (or affiliated companies), with the right to process the services being limited to the legally unavoidable minimum.
The customer acknowledges that the services of Reidev are often based on works or services of third parties, subject to most different license terms. The customer shall comply with any license terms applicable to services or works of third parties, which form part of Reidev's services and works.
Right to end product. The customer may only use the service in the agreed form as an end product, but is not entitled to receive the basics, work materials, interim results, etc which are necessary to create the services. Unless otherwise agreed, Reidev is not obliged to store such basics, work materials, interim results etc. once the work has been completed.
Reference. On all services Reidev has created for the customer, Reidev may refer to the customer and to another author, if appropriate, and Reidev may include information such as the customer's name and logo, product description, project illustrations and the like in its own promotional materials in order to refer to or indicate the business relationship with the customer, without any compensation being due to the customer; the customer may revoke that right by written notice at any time.
Special categories of services
Content such as text, photos & graphics. Whenever Reidev's services include the creation of text, photos and graphics, its offer will only be for one draft and for minor changes. Should the draft not appeal to the customer's taste despite professional execution in line with the order, the creation of further drafts is chargeable.
Content provided by the customer. Any such content provided by the customer must be provided in digital format and in a quality that allows further processing.
Domain registration. Should Reidev's services include the registration of domains on the customer's behalf, registration will be carried out at the terms and conditions of the respective provider / registrar. When registering domains on the customer's behalf, Reidev owes only corresponding ends to procure registration, yet no successful registration, as this depends on numerous factors outside Reidev's control.
Hosting. Whenever Reidev's services include programs or data hosting, Reidev does not owe the customer a certain level of reliability or data security, unless certain levels of reliability or data security are agreed in a particular case. The aim is to achieve 99% availability in relation to the contract year.
Search engine optimization. Whenever Reidev's services include measures related to search engine optimization, Reidev owes the customer only professional execution suitable to achieve the agreed objectives, but Reidev shall not be liable for the attainment of certain objectives.
Service and maintenance. Reidev does not owe any service and maintenance, unless these services have been agreed. Whenever Reidev's services include service or maintenance work, Reidev does not owe certain response times, unless certain response times are agreed in a particular case.
Data backup. The customer shall be responsible to ensure data back-up and data security especially before Reidev carries out any installation, maintenance or other work.
Remote monitoring. Should Reidev use systems for remote monitoring of the operability of the customer's systems without charging the customer for those services, Reidev is not liable for the monitoring of the operability of the systems.
Integration and use of third-party components and services. Whenever Reidev's services include the integration or use of components, services, platforms or similar offers of third parties, Reidev owes the customer only the design as specified on the order date. Any subsequent changes do not form part of the agreed service provision and will be offered, ordered and billed separately.
Furthermore, Reidev owes the customer only professional implementation suitable to achieve the agreed objectives, but is not liable for the achievement of certain objectives, since numerous platforms often arbitrarily change or limit possible uses.
App programming. Whenever Reidev's services include the programming of Apps, Reidev only owes execution based on the rules of the App store known on the date of the offer and on the basis of changes in rules of the App store already defined on the date the offer is made for the respective completion date. Later changes are not part of the agreed scope of services and will be offered, ordered and billed separately.
App platform compatibility. Whenever Reidev's services include the creation of Apps for platforms, in case of a native App for a certain platform, if possible based on the technology used, Reidev will strive to achieve compatibility with the two most popular versions of that platform on the date the offer is made, and in case of a non-native App, compatibility with the two most popular platforms on the date on which the offer is made, here again with the two most popular versions.
Cross browser compatibility. Whenever Reidev's services include the creation of web applications, Reidev will strive to achieve compatibility with web browser versions which account for a market share of at least 5% on the contract execution commencement date, if and when this is possible based on the technology used.
Print. Whenever Reidev's services include the creation of printed works, the customer shall provide printing data that meet the requirements of Reidev. The customer shall accept deviations of color and material due to technical reasons and customary in the industry, unless exact specifications were agreed. If exact specifications were agreed, any extra costs which are necessary to achieve these specifications shall be reimbursed by the customer.
Excess and short deliveries of up to 5% for the most simplest work, and up to 10% for sophisticated work are permitted and will be billed proportionately based on production printing. In case of free-issue material, the tolerances of the supply industry will also be taken into account.
The latest edition of "Duden" (new spelling) is authoritative for German spelling.
Proofs will be provided to the customer only when agreed. Reidev may, however, provide evidence also in the absence of a relevant agreement.
Confidentiality & no solicitation
Confidentiality. The customer shall keep confidential and may not utilize for itself or any third party any confidential information on Reidev, its projects and its customers. This confidentiality obligation also survives after termination of the contract. If the customer breaches this obligation, he is liable to pay a penalty in the amount of EUR 50,000 for each breach.
No solicitation. The customer may not solicit or entice away customers or employees of Reidev. This obligation survives three years after termination of a contract. If the customer breaches this obligation, he is liable to pay a penalty in the amount of EUR 50,000 for each breach.Compensation
Prices. All prices are quoted in Euros, plus statutory value added tax in case of contracts with traders and inclusive of statutory value added tax in case of contracts with consumers, ex Reidev's business domicile or branch office.
Cost estimates. Reidev's cost estimates are non-binding.
Before a cost estimate is submitted to consumers, the non-binding nature of such cost estimate must be explicitly indicated to them.
When, after Reidev has made a non-binding cost estimate, actual costs are expected to be more than 15% higher than costs budgeted in writing, Reidev must inform the customer in writing of the higher costs. The customer shall be deemed to have approved the cost overrun if he does not object in writing within one week from that notice and does not simultaneously disclose a less expensive alternative in writing. No special notice is necessary in case of cost overruns of less than 15%, which the customer is deemed to approve in advance.
Additional services. All services provided by Reidev that are not expressly covered by the agreed compensation, including but not limited to extra services agreed later on, will be charged separately.
Cost advance. Reidev is entitled to request the customer to advance costs in order to cover its own expenditure.
Partial services. Reidev is entitled to bill partial services.
Unjustified withdrawal. If the customer withdraws from the contract in its entirety or from any part of the contract without Reidev having acted with gross negligence or intent, Reidev is nevertheless entitled to the agreed compensation. In this case, Reidev must merely allow a deduction of expenses saved from not yet having purchased goods or third-party services. The same applies if Reidev withdraws from the contract for good cause within the customer's control.
Price adjustments. In case of contracts concluded for an indefinite time and contracts that are renewed automatically, Reidev is entitled to reasonably adjust the price on an annual basis in consideration of factors such as inflation, consumer and producer price index, collective bargaining agreements that were concluded, currency fluctuations, and similar external factors beyond Reidev's control.
Reidev may also reasonably adjust the prices of individual services after conclusion of a contract if the cost of such services increases by more than 5% beyond Reidev's control. In case of opposite conditions, consumers are also entitled to a reduction of the compensation.Payment
Payment date. Reidev's invoices are due without deduction from the invoice date. As a matter of principle, services will be provided only until the price has been paid in its entirety.
Online transactions. Invoices of Reidev for online transactions are payable when the order is placed.
No set-off and retention. Customers that are traders may not set off their own claims against Reidev's claims, even when claims are related, unless the customer's claim was acknowledged by Reidev in writing or was established by a court. Customers that are traders shall not have a right of retention.
Late payment. In case of any delay in payment, traders shall pay statutory interest applicable to traders, but at least 9% per year, consumers shall pay interest at a rate of 9% per year. The customer shall pay all costs and expenses incurred in connection with the collection of a claim, including but not limited to collection charges and other necessary costs for appropriate legal pursuit of rights.
Continuing payment default. After Reidev has unsuccessfully reminded the customer to pay and granted an at least seven-day grace period for payment, Reidev may inform the customer that all services and partial services already provided, including those Reidev has provided according to other contracts concluded with the customer, are immediately due for payment and may temporarily discontinue the provision of yet unpaid services until such time as the customer has paid all outstanding compensations in their entirety.
After a period of another week has elapsed without the customer having made payment, Reidev may withdraw from all contracts and claim compensation for lost profit, in addition to compensation for services already provided. Reidev may also discontinue services which the customer has already paid, provided that such discontinuation will generate savings. In this event, Reidev may set off his savings against outstanding claims.
Notwithstanding the above, Reidev may certainly sue the customer also immediately after the expiry of the due date.
Payment by installation. If and when Reidev and the customer have agreed on payment by installation, the entire compensation is due immediately even if the customer is in arrears with only one installation.Liability
Transfer of risk to traders. In case of shipments of goods, the risk will always be transferred to the customer as soon as Reidev has delivered the goods to the carrier. Goods are always shipped uninsured, unless the customer has instructed Reidev to procure insurance at the customer's cost and expense.
Complaints of traders. In case Reidev requests acceptance of services on an interim basis or after delivery and start of live operation, the customer shall accept (“release”) the services provided or to be accepted within 8 days in writing, at the latest, or give written notice of defects or damage within 8 days.
In case of acceptance on an interim basis, Reidev can continue its work not until after the customer has accepted / "released" the services on an interim basis. The customer shall be deemed to have automatically accepted the services if he does not accept services or makes a complaint in due time.
Hidden defects or damage arising not until after the expiry of 8 days, yet within time limits within which the customer may enforce guarantee, warranty and compensation claims, shall be reported by the customer also within 8 days after the customer has identified the defect or damage .
Any defect or damage, which the customer should be able to identify with the care and diligence of a prudent business man, subject to appropriate controls, shall be notified.
Given the special significance of interim acceptance to avoid defects and shortcomings that will affect all other process steps, controls performed in the context of interim acceptance shall be final, detailed and particularly thorough controls. During handover, initial, yet detailed controls shall be performed. Given the special significance of live operation to avoid damage during operation, controls performed when live operation starts shall again be final, detailed and particularly thorough controls.
The customer's complaint shall describe a defect or damage in detailed and understandable form. The customer is required to indicate the exact times and conditions under which a non-permanent defect or damage occurs. The customer shall allow Reidev to take all measures which are necessary to investigate and rectify any defect or damage.
Unless the customer notifies defects in due time, the customer shall not be entitled to lodge claims based on warranty and for the compensation of damage as well as claims based on other liability rules, including but not limited to recourse claims.
Guarantee. If a third party has provided a guarantee for parts of the contractor's services, that guarantee shall be asserted directly vis-à-vis the third party (eg manufacturer's guarantee).
Where Reidev has given a guarantee, any entitlement under the guarantee commences with handover. Any entitlement under the guarantee is statute-barred six months
ths of the date on which the customer has become aware that a guarantee event has occurred, and with the expiration of the guarantee period, at the latest. If the guarantee does not specify the content of the guarantee, Reidev will be liable only for usually expected properties.
Warranty. The provisions of the legal warranty system are applicable to consumers and, in addition, any guarantees or customer services promised within the scope of the product description.
The right of traders to warranty and to assert recourse claims based on warranty can be exercised six months from delivery. There is no right to enforce any warranty for used goods.
The customer as a trader is entitled at Reidev's election to improvement or exchange of a service, in case of non-substantial defects, to a price reduction or, in case of substantial defects, also to cancellation of the contract.
Any corrective action taken to remedy a defect will neither renew the warranty period nor will such warranty period recommence for the partial service subject to corrective action.
Error, shortfall exceeding fifty percent in case of traders. The customer may not challenge a contract on the grounds of error or shortfall exceeding fifty percent.
Compensation for damage and other claims. The customer cannot seek compensation for damage and assert claims based on other liability provisions, including but not limited to recourse claims, unless these are based on Reidev's severe gross negligence or intent in case of contracts with traders, or gross negligence or intent in case of contracts with consumers.
These claims of the trader shall forfeit six months after damage and damaging party were identified, and in any event three years after the incriminated action has taken place.
This limitation of liability shall not include claims asserted based on personal injury and other mandatory liability rules.
Protection of third parties. For the avoidance of doubt, this contract does not have any protective effect on third parties.
Liability in case of agreed third-party services. The relevant third parties providing the agreed third-party services are not vicarious agents of Reidev. Reidev is therefore only liable for culpa in eligendo. If the third party is commissioned on recommendation of the customer, Reidev shall have no liability at all for the third party.
Burden of proof in case of traders. The burden of proof cannot be shifted to Reidev. Especially the presence of a defect on the delivery date, the point in time when a defect was identified, the timeliness of a complaint, and the presence and level of fault must be proven by the customer.
Grace period in case of traders. The customer may lodge claims due to non-fulfillment of the contract as agreed only if the customer has granted Reidev a reasonable grace period of at least fourteen days in writing. This also applies if the contract is terminated for good cause.
Trader's right of withdrawal. The customer may withdraw from the contract in writing by sending a registered letter.
Online dispute resolution
Online dispute resolution platform for consumers. The European Union has set up an "Online dispute resolution platform" (ec.europa.eu/odr) dedicated to resolving disputes with consumers. Reidev will decide on a case-by-case basis whether to participate in a dispute resolution procedure. Questions in connection with the resolution of disputes can be addressed to Reidev at firstname.lastname@example.org.
Applicable law. All legal relationships and circumstances between the customer and Reidev shall exclusively be governed by and constructed in accordance with Austrian law, to the exclusion of international conflict of law rules.
Mandatory consumer law. If, with contracts with consumers, CR's professional or commercial activities focus on the consumer's home country, the agreed applicable law will not affect the protection which is awarded to the consumer by mandatory laws of his state of residence.
UN Sales Convention. The provisions of the UN Sales Convention shall not apply.
Jurisdiction in case of disputes with traders. All disputes arising between Reidev and the customer shall be referred to the Austrian court having subject-matter jurisdiction for Salzburg. Reidev may also sue the customer at Reidev's general venue and the customer's general venue.
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