GENERAL TERMS AND CONDITIONS -V1.0
of the contractor Rei development GmbH, hereinafter referred to as Reidev.
Validity
Contractual bases. Reidev concludes contracts and provides services exclusively on the basis of the written offers prepared by Reidev, as well as the respectively valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and these General Terms and Conditions.
The descriptions of services, price lists and General Terms and Conditions shall apply to all legal relationships between Reidev and the Client, unless they are merely project-specific (e.g. individual documents), and shall therefore automatically form the basis of all further contracts concluded between Reidev and the respective Client in the most current version from the first conclusion of the contract, even if these price lists, product descriptions and General Terms and Conditions are no longer expressly referred to.
Future changes. Changes to the descriptions of services, price lists and General Terms and Conditions of Reidev shall be notified to the Client in writing and shall be deemed agreed if consumers do not object within four weeks or entrepreneurs do not object within two weeks.
From the date of validity of the new agreement, the changes to the General Terms and Conditions shall also apply to all other current contracts.
Additional agreements. All forms of additional agreements, both before conclusion of the contract and during the term of the contract, must be made in writing in order to be valid. For entrepreneurs, this also applies to any deviation from the written form requirement.
Contractual components on the part of the client. Even if Reidev is aware of specifications from the Client regarding the content of the service, these shall only become part of the contract if they are integrated into the offer by Reidev or otherwise expressly accepted by Reidev, for example by reference to these specifications.
Even if Reidev is aware of legally formative elements on the part of the Client, such as general terms and conditions or contractual clauses, these shall only become effective if they are expressly accepted by Reidev with an additional note (such as “GTC accepted”) that includes these legal texts. Otherwise, Reidev expressly objects to the inclusion of legally formative elements, such as general terms and conditions or contractual clauses, of the Client.
The mere acceptance by Reidev of specifications regarding the content of the Client’s services therefore does not constitute acceptance of the Client’s legal texts, even if these specifications contain legally formative elements (e.g. “Our General Terms and Conditions apply.”).
Procedure in the event of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and Reidev’s General Terms and Conditions, these shall apply in the order stated. The more individual components therefore automatically amend the more general components of the contract.
In the event of contradictions between contractual elements of Reidev and contractual elements of the Client, all contractual elements of Reidev shall take precedence.
Conclusion of contract
Offer by Reidev. Offers made by Reidev to the Client, e.g. in the form of an individual offer to the Client or a non-individualized offer such as an order form, catalog or web store, are without exception subject to change and non-binding.
Offer by the Client. If the Client places an order on the basis of an offer or even unsolicited, i.e. without a prior offer from Reidev, e.g. in the case of additional orders in ongoing business relationships, the Client shall be bound to this order for two weeks as an entrepreneur or one week as a consumer from its receipt by Reidev.
Acceptance by Reidev. The contract is therefore only concluded when Reidev accepts the order.
Acceptance must always be made in writing, e.g. by order confirmation, unless Reidev indicates that it accepts the order, e.g. by taking action based on the order that is apparent to the Client.
A mere confirmation of receipt of the order does not constitute acceptance of the order.
Scope of services, order processing and the client’s duty to cooperate
Place of performance for entrepreneurs. The place of performance is the registered office of Reidev.
Scope of services. The scope of the services to be provided is set out in Reidev’s written service description, which is derived from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogs) are not part of the service description.
The client is obliged to check the service description for compliance with its requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and may in particular lead to changes in prices, deadlines and dates.
Professional performance. Unless otherwise provided for in the written service description, Reidev owes professional execution in accordance with the time of submission of the offer. Within the framework of the written service description, Reidev has freedom of design in the execution of the services, insofar as several professional options for execution exist.
Interchangeable services. Insofar as this is consistent with the objectives of the order, Reidev is entitled to deviate from the service description and to replace services with other equivalent services.
Third-party services. Reidev is entitled to perform the services itself or to make use of expert third parties to perform the services (external service).
Agreed external services. In the event that the provision of a service is agreed with the Client as a third-party service (agreed third-party service), the contractual obligation consists exclusively in the provision of a third party.
In the case of agreed third-party services, Reidev is therefore only obliged to select someone else to provide the service on the basis of its own contract with the Client.
Reidev is entitled to commission the third-party service at its own discretion both in its own name or in the name of the Client and for its own account or for the account of the Client.
If Reidev concludes the contract in its own name and/or for its own account, this is done exclusively in the interest of the Client for the purpose of simplified contract and payment processing.
The third party is therefore not active in the pursuit of Reidev’s interests and is therefore not included in Reidev’s interest pursuit program and therefore not included in Reidev’s risk area.
Reidev is therefore not obliged to provide the specific service in the case of agreed third-party services.
Since Reidev’s service consists exclusively of the provision of a third party, the Client is obliged to enter into the contract concluded by Reidev with the third party for agreed third-party services at any time at Reidev’s request and to indemnify and hold Reidev harmless from this contractual relationship.
Divisible services. In the case of divisible services, Reidev is entitled to make partial deliveries.
Decay. The Client must collect all services commissioned from Reidev or handed over to Reidev for processing in due time. In the event that the services are not collected on time, Reidev is entitled to dispose of the services after three months in the case of entrepreneurs or six months in the case of consumers, at the Client’s expense.
Dates and deadlines. Dates or deadlines specified by Reidev are non-binding unless they are expressly marked as binding.
Contract term. Contracts for an indefinite period can be terminated at any time.
Unforeseeable or unavoidable events. Unforeseeable or unavoidable events – in particular tardiness of the Client in fulfilling its obligations as well as unforeseeable and unavoidable delays at Reidev or Reidev’s contractors – extend deadlines or postpone deadlines by the duration of the unforeseeable and unavoidable event plus the duration of the organizational measures necessary in such a case. Reidev must inform the Client of this in writing.
Obligations of the client to cooperate. The Client must provide Reidev immediately, without request and in a form that can be processed further, with all information in writing and provide all services that are necessary for the provision of the services by Reidev.
This includes in particular the provision of a contact person for contract processing, the provision of documents, materials and equipment, the coordination of order details and the acceptance (release) of partial services and performances.
If the need for the provision of information or services by the Client only becomes known during the provision of the services by Reidev, the Client must provide this immediately.
The client must check the information and services provided by him for their suitability, correctness and legality.
The Client shall be liable for all damages caused by defective, delayed or omitted cooperation on the part of the Client, and in particular for the additional expenses incurred by Reidev as a result. If Reidev is unable to perform the Services as agreed due to defective, delayed or omitted cooperation by the Customer, Reidev shall also be entitled, without prejudice to other rights, to interrupt the performance of the Services, to postpone other Services for other Customers and to continue the performance of the Services for the Customer only after completion of these Services, provided that the Customer has fulfilled its obligations to cooperate by then, whereby all dates and deadlines shall be postponed.
If claims are asserted against Reidev by third parties due to an infringement of rights in connection with information or services provided by the Client, the Client shall also indemnify and hold Reidev harmless and support it in the defense against any third-party claims.
Interventions by the client. If the Client interferes with Reidev’s services without authorization in a manner not agreed and makes changes, it shall be liable for the resulting additional expenses incurred by Reidev, e.g. for inspection, documentation, determination of defects, assignment of defects, rectification of defects.
Inspection obligations of Reidev. Reidev is only liable for ensuring that the services provided by Reidev are not in themselves unlawful (e.g. use of a copyrighted work without the consent of the author).
However, Reidev has no obligation to legally examine the services created by Reidev for any infringement of third-party rights or for any infringements of rights arising from the type of use planned by the Client (e.g. the use of a graphic as a logo). The Client must carry out these legal checks himself or have them carried out by an appropriately trained legal expert, in particular with regard to administrative, criminal, competition, brand, trademark, design protection, copyright, personality and data protection law.
Insofar as Reidev points out the necessity of an additional legal examination of services also with regard to other rights or other risks before the order is placed or during the order after new order details become known, the liability for carrying out this legal examination with regard to other rights or for taking these risks is transferred to the Client in the event that Reidev had duties of clarification or examination. Reidev’s service shall thus be deemed to have been rendered properly and in accordance with the agreement.
Rights to the Services. In principle, Reidev or Reidev’s licensors are entitled to all rights to the agreed Services. The Client receives the right to use the Services after full payment of the agreed fee to the extent agreed with Reidev or predefined by the licensors.
In the event that the scope has not been agreed, this shall include non-exclusive use for the client’s own use within the client’s company, without the right to sublicense or pass on to third parties (or affiliated companies), whereby the right to edit is restricted to the legally indispensable minimum.
The Client is aware that the services of Reidev are often based on works or services of third parties with different license conditions. The Client must comply with these license conditions of services or works of third parties that are part of the services or works of Reidev.
Right to the end product. The Client shall only have a right to use the service in the agreed form as a final product, but not to receive the bases, work aids, interim results, etc. necessary for the creation of the services. Insofar as this has not been agreed, Reidev also has no obligation to retain these bases, work aids, interim results, etc. after completion of the work.
Reference. Reidev is entitled to refer to Reidev and, if applicable, to another author on all services created by Reidev for the Client and, subject to written revocation possible at any time, to use data such as the name and logo of the Client, project description, project illustrations and similar as a reference or as a reference to the business relationship with the Client within the framework of Reidev’s own advertising material, without the Client being entitled to any remuneration for this.
Special service types
Content such as texts, photos & graphics. Insofar as Reidev’s services include the production of content such as texts, photos and graphics, the offer shall only apply to a draft and minor changes. If the draft does not meet the client’s taste despite being professionally executed in accordance with the order, the creation of further drafts shall be subject to a charge.
Provision by the client. If the client provides content, this must be in digital, processable quality.
Domain registration. Insofar as Reidev’s services include the registration of domains on behalf of the Client, this is carried out under the conditions of the respective provider / registrar. When registering domains for the Client, Reidev only owes a corresponding effort for the registration, but no success, as this depends on numerous factors that cannot be influenced by Reidev.
Hosting. Insofar as Reidev’s services include the hosting of programs or data, Reidev does not owe any specific failure or data security, unless any failure or data security levels are agreed in detail. An availability of 99% in relation to the contract year is aimed for.
Search engine optimization. Insofar as Reidev’s services include measures from the field of search engine optimization, Reidev shall only be liable for professional execution suitable for achieving the agreed objectives, but shall not be liable for the achievement of specific objectives.
Service and maintenance. If no service and maintenance services or similar have been agreed, these are also not owed. Insofar as Reidev’s services include service and maintenance services, Reidev shall not owe any specific response time, unless specific response times have been agreed in detail.
Data backup. The Client is responsible for the backup and security of its data, in particular also prior to installation work, maintenance work or other work by Reidev.
Remote monitoring. If Reidev uses systems for remote monitoring of the functionality of the Customer’s systems without charging for this service, Reidev shall not be liable for monitoring the functionality of the systems.
Integration or use of third-party components and services. If Reidev’s services include the integration or use of components, services, platforms or similar offers from third parties, Reidev shall only be liable for the scope of performance at the time the offer is made. All subsequent changes are not part of the agreed scope of services, but are offered, commissioned and invoiced separately.
In addition, Reidev only owes a professional execution suitable for achieving the agreed objectives, but is not liable for the achievement of certain objectives, as numerous platforms often make arbitrary changes or restrictions to the possible uses.
App programming. Insofar as Reidev’s services include the programming of apps, Reidev shall only be responsible for the execution based on the rules of the app stores known at the time of the offer or any changes to the rules of the app stores already fixed at the time of the offer for the offered time of completion. All subsequent changes are not part of the agreed scope of services, but are offered, commissioned and invoiced separately.
App platform compatibility. Insofar as Reidev’s services include the creation of apps for platforms, in the case of a native app for a specific platform, compatibility with the two most widely used versions of this platform at the time the offer is made is aimed for, insofar as this is possible due to the technology used; in the case of a non-native app, compatibility with the two most widely used platforms at the time the offer is made is aimed for, again with the two most widely used versions.
Cross-browser compatibility. Insofar as Reidev’s services include the creation of web applications, compatibility with those web browser versions which have a market share of at least 5% at the time of the start of the execution of the order shall be aimed for, insofar as this is possible due to the technology used.
Print. Insofar as Reidev’s services include the creation of printed works, the Client must provide print data that meets Reidev’s requirements. The Client must accept deviations in color and material that are technically necessary and customary in the industry, unless exact specifications have been agreed. If exact specifications are agreed, the additional costs necessary to achieve these specifications shall be reimbursed by the Client.
Excess and short deliveries of up to 5% are permitted for the simplest work and up to 10% for more difficult work and shall be invoiced on a pro rata basis, taking the production run as a basis.
If material is provided, the tolerance rates of the supplier industry will also be taken into account.
For spelling in German, the latest edition of the Duden (“new spelling”) shall be authoritative.
Proofs shall only be submitted to the Client by agreement.
However, Reidev is entitled to submit proofs without agreement.
Confidentiality & non-solicitation
Secrecy. The Client must keep secret all confidential information about Reidev, its projects and its other clients of which it is aware and may not utilize such information for itself or for third parties. This agreement shall survive any termination of the contract. In the event of a breach of this obligation, a contractual penalty in the amount of EUR 50,000.00 per breach shall be payable.
Non-solicitation clause. The Client may not entice away other clients or employees of Reidev. This agreement shall remain in force for three years after the end of the contract. In the event of a breach of this obligation, a contractual penalty in the amount of EUR 50,000.00 per breach shall be payable.
Remuneration
Prices. All prices are quoted ex Reidev’s registered office or place of business in euros plus VAT for contracts with entrepreneurs. value added tax, for contracts with consumers incl. VAT at the statutory rate.
Cost estimates. Cost estimates from Reidev are non-binding.
Consumers must be expressly informed of the non-binding nature of the cost estimate before it is submitted.
If, after the issue of a non-binding cost estimate, it is foreseeable that the actual costs will exceed the costs estimated in writing by more than 15%, Reidev must inform the Client of the higher costs in writing. The cost overrun shall be deemed to have been approved by the Client if the Client does not object in writing within one week of this notification and at the same time announces a more cost-effective alternative in writing with the objection. In the event of a cost overrun of up to 15%, no separate notification is required. This cost overrun shall be deemed to have been approved by the client from the outset.
Additional services. All services provided by Reidev that are not expressly covered by the agreed fee, in particular additional services agreed at a later date, shall be remunerated separately.
Advance on costs. Reidev is entitled to demand advance payments to cover its own expenses.
Partial services. Reidev is entitled to charge for partial services.
Unjustified resignation. In the event that the Client withdraws from its order in whole or in part without gross negligence or willful misconduct on the part of Reidev, Reidev shall nevertheless be entitled to the agreed fee. In this case, Reidev shall only be entitled to offset savings from purchases not yet made. The same applies if Reidev withdraws from the contract for an important reason within the sphere of the Client.
Price adjustment. In the case of contracts for an indefinite period and contracts with automatic renewal of the contract term, Reidev is entitled to make an appropriate price adjustment annually, taking into account factors such as inflation, consumer and producer price index, collective agreements, currency fluctuations and similar external factors beyond Reidev’s control.
Reidev is also entitled to make an appropriate price adjustment for individual services after conclusion of the contract if the costs of these services increase by more than 5% without this being within Reidev’s control.
Consumers are also entitled to a reduction in the fee if the reverse conditions are met.
Payment
Due date Reidev’s invoices are due without any deductions from the invoice date. The provision of services shall only take place after full payment.
Payability. Reidev’s invoices must be paid within 7 days of receipt of the invoice.
Payability for online transactions. For online transactions, Reidev’s invoices must be paid when the order is placed.
Prohibition of offsetting and retention. Clients who are entrepreneurs are not entitled to offset their own claims against Reidev’s claims, even in the case of related claims, unless the Client’s claim has been recognized by Reidev in writing or established by a court. A right of retention in favor of clients who are entrepreneurs is excluded.
Default of payment. In the event of late payment, the statutory interest applicable between entrepreneurs, but at least 9% per annum, shall be payable in the case of contracts with entrepreneurs, and interest in the amount of 9% per annum in the case of contracts with consumers. The client shall bear all costs and expenses associated with the collection of the claim, such as in particular collection charges or other costs necessary for appropriate legal action.
Continued default in payment. After unsuccessful reminder by the Client, setting a grace period of at least 7 days, Reidev may demand immediate payment of all services and partial services already rendered, including under other contracts concluded with the Client, and temporarily suspend the provision of unpaid services until all outstanding fees have been paid in full.
After a further week has elapsed without result, Reidev is entitled to withdraw from all contracts and to demand compensation for lost profit in addition to payment for the services already provided. Reidev is thus also entitled not to perform or to discontinue services that have already been paid for, insofar as savings result from the discontinuation of the service and the savings are offset against the outstanding claims.
Irrespective of these options, Reidev can of course also file an action in court immediately after the due date has expired.
Payment by installments. Insofar as Reidev and the Client conclude an installment payment agreement, the loss of a deadline shall be deemed agreed in the event that even one installment is not paid on time.
Liability
Transfer of risk for entrepreneurs. When shipping goods, the risk is always transferred to the Client as soon as Reidev has handed over the goods to the transport company. The shipment of goods is generally not insured, unless the Client has commissioned Reidev to insure the goods at its own expense.
Obligation to give notice of defects for entrepreneurs. After requesting an interim acceptance by Reidev, after handover and after commencement of live operation, the Client must accept (“approve”) the services handed over or to be accepted in writing within 8 days at the latest or report any defects or damage in writing.
In the event of an interim acceptance, further work by Reidev can only take place after interim acceptance / “release”. If acceptance or complaint is not made in good time, the services shall automatically be deemed to have been accepted by the Client.
Hidden defects or damage that only occur after the expiry of 8 days, but within open guarantee, warranty or compensation periods, must also be reported by the client within 8 days of becoming apparent.
The obligation to give notice of defects applies to all defects or damage that the client should have recognized with the diligence of a prudent contractor with appropriate inspection. Due to the particular importance of interim acceptances for the avoidance of defects, which then affect all further performance steps, the inspection must correspond to a final, detailed and particularly careful inspection. At the handover, the inspection must correspond to an initial but nevertheless precise inspection. At the start of live operation, the inspection must again correspond to a final, detailed and particularly careful inspection due to the particular importance of the start of live operation to prevent damage during operation.
The client’s complaint must describe the defect or damage in detail and in a comprehensible manner. In the case of defects or damage that do not occur continuously, the exact times and general conditions of the occurrence of the defects or damage must be stated. The Client shall enable Reidev to take all measures necessary to investigate and remedy the defects or damage. If the Client fails to give notice of defects in good time, the assertion of guarantee, warranty and compensation claims as well as claims based on other liability regulations, in particular recourse claims, by the Client is excluded.
Guarantee. If parts of the Contractor’s services are covered by a guarantee granted by a third party, this guarantee must be claimed directly from the third party (e.g. manufacturer’s guarantee).
In the event of a guarantee commitment by Reidev, the period for asserting the guarantee claim shall commence upon handover. The warranty claim expires six months after the Client becomes aware of the occurrence of the warranty claim, but at the latest upon expiry of the warranty period. If the content of the guarantee is not clear from the guarantee promise, Reidev shall be liable for the usually assumed properties.
Warranty. The statutory provisions of warranty law apply to consumers. In addition, any additional guarantees or customer services granted within the scope of the product description shall apply to consumers.
The right to warranty and the right to warranty recourse are limited to six months from delivery for entrepreneurs. In the case of used goods, the right to warranty is completely excluded for entrepreneurs.
As an entrepreneur, the Client is entitled to the right to improvement or replacement or, in the case of minor defects, to a price reduction or, in the case of major defects, to rescission at Reidev’s discretion. The rectification of the defect shall not extend the warranty period for companies, nor shall it begin to run anew for the part of the service affected by the rectification of the defect.
Error, reduction by more than half for entrepreneurs. The right of rescission due to error and due to reduction by more than half is excluded.
Compensation for damages and other claims. Claims for damages and claims based on other liability regulations, in particular recourse claims, of the Client are excluded, unless they are based on gross negligence or intent on the part of Reidev in the case of contracts with entrepreneurs or gross negligence or intent on the part of Reidev in the case of contracts with consumers.
Such claims by entrepreneurs expire six months after knowledge of the damage and the damaging party, but in any case after three years from the act of infringement.
Excluded from this exclusion of liability are claims based on personal injury and other non-dispositive liability provisions.
Protective effect in favor of third parties. It is expressly agreed that this agreement does not have any protective effect in favor of third parties.
Liability for agreed third-party services. The respective third parties providing the agreed third-party services are not vicarious agents of Reidev. Reidev is therefore only liable for the selection fault. If the third party is used at the suggestion of the Client, Reidev is not liable for the third party at all.
Burden of proof for entrepreneurs. A reversal of the burden of proof to the detriment of Reidev is excluded. In particular, the existence of the defect at the time of delivery, the time of discovery of the defect, the timeliness of the notice of defect and the existence and degree of fault must be proven by the Client.
grace period for entrepreneurs. In the event of non-performance of the contract in accordance with the agreement, the Client shall only be entitled to assert claims if it has granted Reidev a reasonable grace period of at least fourteen days in writing. This also applies to the termination of the contract for good cause.
Withdrawal from the contract for entrepreneurs. Withdrawal from the contract by the client must be declared in writing by registered letter.
Online dispute resolution
Online dispute resolution platform for consumers. The EU has set up an “online dispute resolution platform” (ec.europa.eu/odr) to settle disputes with consumers. Reidev decides whether to participate in a dispute resolution procedure on a case-by-case basis. If you have any questions about dispute resolution, please contact Reidev at office@reidev.com.
Final provisions
Applicable law. All legal relationships and matters between the Client and Reidev shall be governed exclusively by Austrian law to the exclusion of international conflict of law rules.
Mandatory consumer law. If, in the case of contracts with consumers, Reidev’s professional or commercial activities are directed towards the consumer’s home country, the protection afforded to the consumer by the mandatory legal provisions of the country of residence shall remain unaffected by the agreed applicable law.
UN Convention on Contracts for the International Sale of Goods. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply to contracts with entrepreneurs.
Place of jurisdiction for entrepreneurs. The competent Austrian court for Salzburg is agreed as the place of jurisdiction for all disputes between Reidev and entrepreneurs. However, Reidev is also entitled to bring an action at the general place of jurisdiction of Reidev and the entrepreneur.
