Terms and conditions (AGB) – General Terms and Conditions

Kodlogy Technologies GmbH
Kaiser-Ebersdorfer-Straße 81/2
1110 Vienna
Austria

GENERAL TERMS AND CONDITIONS (AGB)
of Kodlogy Technologies GmbH

1. Scope and validity of the contract
   1.1. All orders and agreements are only legally binding if they are signed by the contractor in writing and in accordance with the company’s signing authority, and they are only binding to the extent stated in the order confirmation. Excluded from this are orders placed by telephone or, for example, WhatsApp to which the contractor has agreed. The client’s purchasing conditions are hereby excluded for the legal transaction in question and for the entire business relationship. Offers are always subject to change and non-binding.
   1.2. Changes to the terms and conditions will be communicated to the customer and shall be deemed agreed if the customer does not object to the amended terms and conditions in writing within 14 days. The customer will be expressly informed of the significance of remaining silent in the notification.
   1.3. All points and contents relating to programs also apply to other services such as the creation of websites, online shops or GPS telematics solutions.
2. Services and review
   2.1. The subject of an order may be:
   – Development of organisational concepts
   – Global and detailed analyses
   – Creation of custom programs
   – Delivery of library (standard) programs
   – Acquisition of usage rights for software products
   – Acquisition of licences to use works (Werknutzungsbewilligungen)
   – Assistance with commissioning (conversion support)
   – Telephone consultation
   – Program maintenance
   – Creation of program carriers
   – Support
   – Creation of websites/online shops
   – Hosting
   – GPS telematics solutions
   – Other services
   2.2. Individual organisational concepts, programs, websites, online shops or other services are developed according to the type and scope of the binding information, documents and aids provided in full by the client, as well as the services agreed in the usage agreement and/or the requirements specification. This also includes practical test data and sufficient testing facilities, which the client shall provide in good time, during normal working hours and at its own expense. If the client is already working in live operation on the system provided for testing, the responsibility for backing up the live data lies with the client.
   2.3. The basis for the creation of custom programs, websites or online shops is the written service description, the requirements specification and/or the usage agreement, which the contractor prepares against payment on the basis of the documents and information provided to it, or which the client provides. The client must check this service description (requirements specification) and/or the usage agreement for correctness and completeness and mark it with its approval. Change requests arising later may lead to separate agreements on deadlines and prices.
   2.4. Individually created software or program adaptations require program acceptance by the client for the program package concerned no later than two weeks after delivery. This shall be confirmed by the client in a record. (Check for correctness and completeness on the basis of the service description accepted by the contractor using the test data provided as set out in point 2.2.). If the client allows the period of two weeks to elapse without program acceptance, the delivered software shall be deemed accepted at the end date of that period. If the client uses the software in live operation, the software shall in any case be deemed accepted.
   Any defects that occur, i.e. deviations from the service description agreed in writing, must be reported by the client to the contractor with sufficient documentation; the contractor will endeavour to remedy the defects as quickly as possible. If there are material defects reported in writing, meaning that live operation cannot be started or continued, a new acceptance is required after the defects have been remedied.
   The client is not entitled to refuse acceptance of software because of insignificant defects.
   2.5. When ordering library (standard) programs, the client confirms with the order that it is aware of the scope of services of the programs ordered.
   2.6. Should it become apparent in the course of the work that execution of the order in accordance with the service description or usage agreement is actually or legally impossible, the contractor is obliged to notify the client of this immediately. If the client does not change the service description or the usage agreement accordingly or create the conditions that make execution possible, the contractor may refuse execution. If the impossibility of execution is the result of an omission by the client or a subsequent change to the service description by the client, the contractor is entitled to withdraw from the order. The costs and expenses incurred up to that point for the contractor’s activities as well as any dismantling costs shall be reimbursed by the client. Work performed is charged at the current rates, which can be found on the website www.kodlogy.at. Furthermore, original prices rather than offer prices will be charged.
   2.7. Program carriers, documentation and service descriptions are dispatched at the client’s expense and risk. Training and explanations requested by the client beyond this will be invoiced separately. Insurance is only taken out at the client’s request.
   2.8. We expressly point out that an accessible design within the meaning of the Federal Act on the Equal Treatment of Persons with Disabilities (Bundes-Behindertengleichstellungsgesetz – BGStG)” is not included in the offer unless this has been requested separately/individually by the client. If an accessible design has not been agreed, it is the client’s responsibility to check the service for its admissibility with regard to the Federal Disability Equality Act.
   2.9. The contractor guarantees an available operating time (uptime) of at least 85% for its services. The contractor is not at fault for outages caused by external attacks, such as DoS or DDoS, on the data centre, hosting, the servers used or domains (DNS). The time during which the outages mentioned take place. is not included in the guaranteed uptime.
3. Support
   3.1. Free support is provided exclusively via a ticket system or support by email. Requests can be made on any day of the week, but they will only be processed within business hours and answered within 24 hours at the latest.
   3.2. Telephone assistance, on-site consultation and support outside business hours are not mandatory for the contractor, but are subject to a charge (except for the ticket system and support by email) if they are nevertheless provided. Technical enquiries via the ticket system or email are processed at the latest within the business hours of the next working day after receipt. The respective rates can be found in the current price list on the website www.kodlogy.at. Exceptions to this can be regulated in the respective usage agreement.

   3.3. Unless otherwise agreed, telephone support is subject to a charge and is invoiced at € 20.00 per 15 minutes or part thereof, unless more current prices are available at www.kodlogy.at.

4. Prices, taxes and fees
   4.1. All prices are in euros excluding VAT. They apply only to the present order. The prices stated apply ex the contractor’s registered office or place of business. The costs of program carriers (e.g. CDs, magnetic tapes, magnetic disks, floppy disks, streamer tapes, magnetic tape cassettes, etc.) as well as any contract fees will be invoiced separately.
   4.2. For library (standard) programs, the list prices valid on the day of delivery apply. For all other services (organisational consulting, programming, training, conversion support, telephone consultation, etc.), the work involved is charged at the rates valid on the day the service is provided. Deviations from the time required on which the contract price is based, for which the contractor is not responsible, will be charged according to the actual time incurred.
   4.3. The following billing rates/hourly rates apply, unless more current prices are available on the website www.kodlogy.at:
   – EUR 120.00 for web hosting and development, both by telephone and on site
   – EUR 100.00 for remote maintenance
   – EUR 39.00 travel costs within Vienna
   – EUR 3.00 per km from the Vienna city boundary, plus travel costs within Vienna
   – EUR 20.00 per 15 minutes or part thereof for telephone support
   – EUR 100.00 per hour or part thereof for appointments at the contractor’s own office
   All prices plus VAT.
5. Delivery date
   5.1. The contractor endeavours to meet the agreed dates of performance (completion) as precisely as possible.
   5.2. The targeted performance dates can only be met if the client provides all necessary work and documents in full by the dates specified by the contractor, in particular the service description accepted by it in accordance with point 2.3., and fulfils its obligation to cooperate to the extent required.
   Delivery delays and cost increases resulting from incorrect, incomplete or subsequently changed details and information or documents provided are not the responsibility of the contractor and cannot lead to the contractor being in default. The client shall bear any resulting additional costs.
   5.3. For orders comprising several units or programs, the contractor is entitled to make partial deliveries or issue partial invoices.
6. Payment
   6.1. Invoices issued by the contractor, including VAT, are payable no later than 14 days after receipt of the invoice without any deduction and free of charges. For partial invoices, the payment terms specified for the overall order apply accordingly.
   6.2. In the event of late payment, default interest will be charged at the usual bank rate. If two instalments are not paid in the case of payment by instalments, the contractor is entitled to declare the loss of the instalment benefit (Terminverlust) and to call in any accepted bills of exchange handed over.
   6.3. For orders comprising several units (e.g. programs and/or training, implementation in stages), the contractor is entitled to issue an invoice after delivery of each individual unit or service.
   6.4. Compliance with the agreed payment dates is an essential condition for the contractor’s delivery or performance of the contract. Failure to make the agreed payments entitles the contractor to stop ongoing work and to withdraw from the contract. All associated costs as well as the full loss of profit shall be borne by the client.
   6.5. If the contractor withdraws from the contract due to such failure to make the agreed payments, it is entitled to irrevocably delete all of the client’s data (emails, customer data, website or software data, databases, etc.) from its own systems 90 calendar days after termination of the contract. If a domain was provided by the contractor, it will be cancelled immediately.
   6.6. The client is not entitled to withhold payments on account of incomplete overall delivery, guarantee or warranty claims or complaints.
   6.7. In the event of non-payment of one-off payments, monthly instalments or monthly fees and invoices, e.g. as agreed in the usage agreement, the contract may be terminated by the contractor after the third reminder. The remaining instalments, fees, invoices or other payments within the minimum contract term (MVD) will be charged and invoiced as a single invoice.
   6.8 In the event of payment default of 30 calendar days after the due date, your services will be suspended. This means that any visit to your website/online shop, the use of software provided/offered or the GPS telematics web service is not possible. Visitors only see a page informing them that this page has been suspended. Furthermore, the service with the associated email accounts is also suspended. During this suspension, no emails can be sent or received. Even after the suspension has been lifted, it is not possible to access any emails sent to you during the suspension. Kodlogy Technologies GmbH accepts no liability for any damage resulting from this. If the service is suspended, the remaining instalments of the minimum contract term may be charged and demanded at once and passed on to a debt collection agency.
7. Copyright and rights of use
   7.1. After payment of the agreed fee, the contractor grants the client a non-exclusive, non-transferable, non-sublicensable and time-limited right to use the software or web-based software for the hardware specified in the contract and to the extent of the number of licences acquired for simultaneous use on several workstations, and to use all work results created on the basis of the contractor’s contract for its own internal use within the contract term. All other rights remain with the contractor.
   The client’s participation in the production of the software does not give rise to any rights beyond the use specified in the present contract. Any infringement of the contractor’s copyrights gives rise to claims for damages, in which case full compensation must be paid.
   7.2. The client may only make copies for archiving and data backup purposes by arrangement with and with the written consent of the contractor. All copyrights to the agreed services (programs, documentation, etc.), insofar as they were created by the contractor, with the exception of anything created by third parties, belong exclusively to the contractor. In the event of a breach, a contractual penalty of € 500,000.00 (five hundred thousand euros) will be imposed.
   7.3. Should disclosure of the interfaces be necessary to establish interoperability of the software in question, the client must commission this from the contractor against payment. If the contractor does not comply with this request and decompilation takes place in accordance with the Copyright Act (Urheberrechtsgesetz), the results may be used exclusively to establish interoperability. The contractor must consent in writing to such decompilation. Misuse will result in claims for damages.
   7.4. If the client is provided with software whose licence holder is a third party (e.g. standard software from Microsoft), the granting of the right of use is governed by the licence terms of the licence holder (manufacturer).
8. Right of withdrawal and notice period
   8.1. In the event that an agreed delivery time is exceeded due to the sole fault or unlawful conduct of the contractor, the client is entitled to withdraw from the order in question by registered letter if the agreed service is not provided in essential parts even within a reasonable grace period and the client is not at fault for this.
   8.2. Force majeure, labour disputes, natural disasters and transport blockades as well as other circumstances beyond the contractor’s control release the contractor from the obligation to deliver or allow it to set a new agreed delivery time.
   8.3. Withdrawal by the client is only possible within the agreed withdrawal period. In this case, all one-off payments will be invoiced, taking into account payments already made. The client can only withdraw from the monthly payments.
   In addition, in this case, original prices rather than offer prices will be charged.
   8.4. The usage agreement can only be terminated in writing, after expiry of the minimum contract term (MVD), at the end of a quarter. A notice period of three (3) months must be observed. The MVD begins with the handover of the services to the client.
   8.5. In the event of early termination, the remaining monthly payments of the MVD will be invoiced at once at original prices instead of offer prices.
9. Warranty, maintenance, changes
   9.1. The contractor warrants that the software fulfils the functions described in the associated documentation, provided that the software is used on the operating system or web browser described in the contract.
   9.2.1. The prerequisite for error correction is that
   – the client describes the error sufficiently in an error report and that it can be identified by the contractor;
   – the client provides the contractor with all documents required for error correction;
   – the client or a third party attributable to it has not made any interventions in the software;
   – the software is operated under the intended operating conditions in accordance with the documentation.
   9.2.2. In the case of warranty, rectification shall in any case take precedence over price reduction or rescission. In the event of a justified notice of defects, the defects will be remedied within a reasonable period, whereby the client shall enable the contractor to take all measures necessary for examination and remedying of the defects.
   The presumption of defectiveness pursuant to § 924 of the Austrian Civil Code (ABGB) is excluded.
   9.2.3 Corrections and additions which prove necessary up to the handover of the agreed service due to organisational and programming defects for which the contractor is responsible will be carried out by the contractor free of charge.
   9.3. Costs for assistance, misdiagnosis and error and fault correction for which the client is responsible, as well as other corrections, changes and additions, will be carried out by the contractor against payment. This also applies to the remedying of defects if program changes, additions or other interventions have been made by the client itself or by third parties.
   9.4. Furthermore, the contractor accepts no warranty for errors, malfunctions or damage attributable to improper operation, changed operating system components, errors and restrictions originating from the web browser, interfaces and parameters, the use of unsuitable organisational resources and data carriers, insofar as such are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions) or transport damage.
   9.5. Any warranty by the contractor lapses for programs that are subsequently modified by the client’s own programmers or by third parties.
   9.6. Insofar as the subject of the order is the modification or addition of already existing programs, the warranty relates to the modification or addition. The warranty for the original program is not revived as a result.
   9.7. Warranty claims become time-barred six (6) months after handover.
   9.8. The contractor is entitled to carry out maintenance work or updates on the system with at least two (2) hours’ advance notice. During this time, the services cannot be used. An attempt will be made to find a time that is convenient for the client. Exceptions are urgent works that must be carried out to maintain the security of the system.
   9.9. In order to carry out the work and error solutions mentioned in point 8.8., the contractor, its employees or another company commissioned by the contractor are entitled to read and use the data (login data, databases, files, etc.).
10. Liability
    10.1. The contractor is liable to the client for damage demonstrably caused by its fault only in the event of gross negligence. This also applies accordingly to damage attributable to third parties engaged by the contractor. In the event of culpably caused personal injury, the contractor is liable without limitation.
    10.2. Liability for indirect damage – such as loss of profit, costs associated with an interruption of business, data loss or third-party claims – is expressly excluded.
    10.3. Claims for damages become time-barred in accordance with the statutory provisions, but no later than one year after knowledge of the damage and the party causing the damage.
    10.4. The contractor is not liable for damage to the services provided caused by harmful software, viruses, malware, etc.
    10.5. If hardware is provided, the warranty and guarantee for it lie with the manufacturer of the hardware.
    10.6. In the case of completed network solutions, the contractor is not liable for complications or security gaps caused by the firewall or other network settings made later.
    10.7. If the contractor provides the work with the assistance of third parties and warranty and/or liability claims against these third parties arise in this connection, the contractor assigns these claims to the client. In this case, the client shall primarily turn to these third parties.
    10.8. If data backup has been expressly agreed as a service, liability for the loss of data is, by way of derogation from point 9.2, not excluded, but is limited for the restoration of the data to a maximum of EUR 10% of the order amount per claim, but no more than EUR 5,000.00. Warranty and damage claims of the client (AG) beyond those stated in this contract – on whatever legal grounds – are excluded.
    10.9. If illegal content is used within the software provided, the client alone is liable. The contractor reserves the right to discontinue the services provided without warning. In such a case, the remaining monthly instalments of the minimum contract term must be paid at once within two weeks at the latest.
    10.10. The contractor is responsible for all content within a software or a website. Unless otherwise agreed, websites are created with sample data and are intended to serve as a template. The client has the obligation to change this independently, to commission the contractor with a specified change or to commission a third party to make the change.
    10.11. If the contractor is instructed by an authority or other institution to provide access data for the website or other data, insofar as this is permitted by law or ordered by a court, it is the contractor’s duty to comply. As a result, obligations such as data protection may not be able to be met. In this case, the contractor shall be indemnified and held harmless.10.12. If the client is hacked, suffers DoS or DDoS attacks or other damage and more traffic arises as a result, the client must ensure the necessary protection and respond in good time. If the client does not take care of this matter, the contractor, as hosting provider, may withdraw from the contract and/or temporarily stop and/or block all services.
    10.13. If services by third parties are engaged by the contractor, this is stated in a requirements specification or the usage agreement. This third party is responsible for the proper functioning of the service and any support. The contractor merely plays the role of an intermediary and shall therefore be indemnified and held harmless.
11. Cookies
    11.1. The client agrees that cookies will be stored on the devices used through websites or web-based software provided by the client. The client bears its own responsibility for informing the users of the system and its customers about the use of cookies.
12. Loyalty / non-competition
    12.1. The contracting parties undertake to be loyal to one another. They will refrain from any poaching and employment, including via third parties, of employees of the other contracting party who have worked on the implementation of the orders, for the duration of the contract and for twelve (12) months after termination of the contract. The contracting party in breach is obliged to pay lump-sum damages in the amount of one year’s salary of the employee.
    12.2. Sales partners undertake to be loyal to one another. During the partnership and for twelve (12) months thereafter, the sales partner may not sell any identical or similar software products.
    12.3. In the event of non-compliance with point 12.2., a contractual penalty of € 50,000.00 (fifty thousand euros) will be imposed.
13. Confidentiality
    13.1. The contractor obliges its employees to comply with the provisions of § 6 of the Data Protection Act (Datenschutzgesetz).
14. Miscellaneous
    14.1. Should individual provisions of this contract be or become invalid, this shall not affect the remaining content of this contract. The contracting parties will cooperate in a spirit of partnership to find a provision that comes as close as possible to the invalid provisions.
    14.2. If the contractor changes its company name or legal form, the new terms and conditions and all contracts with the new company name and/or the new legal form apply. The prerequisite for this is that the contractor wishes to continue the contract.
    14.3. If the client’s business is transferred to another person or party, the contract remains in force and the agreed minimum contract term applies.
15. Advertising content / reference
    15.4. Unless otherwise stated in the usage agreement, the contractor has the right to place advertisements within the software. The contractor accepts no liability for advertisements displayed on third-party software.
    15.5. Unless otherwise stated in the usage agreement, the contractor reserves the right to display the client (company name, company logo and website URL), brief project information, a view of the completed order and a backlink as a reference on its own websites and social networks.
16. Severability clause
    Should individual provisions of these terms and conditions be or become wholly or partially invalid or void, this shall not affect the validity of the remaining terms and conditions. The invalid or void provisions shall be replaced by the statutory provisions.
17. Applicable law / place of jurisdiction
    The contract concluded is governed exclusively by Austrian law. The exclusive place of jurisdiction is Vienna – Innere Stadt.
18. Special obligations of the contracting party
    The contracting party is in particular made aware of the provisions of the Pornography Act (Pornografiegesetz), the Prohibition Act (Verbotsgesetz) and the relevant criminal law provisions, according to which the communication, distribution and exhibition of certain content is subject to legal restrictions or prohibited. The contracting party undertakes to observe these and all other relevant legal provisions and to assume sole responsibility towards Kodlogy Technologies GmbH for compliance with all relevant legal provisions to be observed. The contracting party undertakes to indemnify and hold Kodlogy Technologies GmbH completely harmless if the latter is held liable under civil or criminal law, in or out of court, on account of content placed on the market by the contracting party, in particular through private prosecutions for defamation, insult or damage to credit, through proceedings under the Media Act (Mediengesetz), the Copyright Act (Urheberrechtsgesetz), the Act against Unfair Competition or on account of civil defamation and/or damage to credit. Should Kodlogy Technologies GmbH be held liable by a third party, it alone shall decide how to respond, without the contracting party responsible for the content being able to raise the objection of inadequate legal defence.
    The contracting party likewise undertakes to comply with the provisions on the protection of minors. The client further acknowledges the provisions of the Telecommunications Act (Telekommunikationsgesetz), the GDPR (DSGVO) and other data protection provisions and the obligations of owners of terminal equipment laid down therein. It undertakes to comply with the provisions of the Telecommunications Act and the relevant telecommunications and data protection standards as well as all other statutory provisions.
    The contracting party undertakes to comply with the provisions of the Telecommunications Act and the relevant telecommunications standards, in particular to refrain from using telecommunications equipment for services subject to notification without prior notification, for services subject to a licence or for uses subject to other legal provisions.
    The contracting party further undertakes not to use the contractual services in any way that leads to the impairment of third parties or endangers the security or operation of Kodlogy Technologies GmbH or others. Accordingly, prohibited in particular are unsolicited advertising and spamming (aggressive direct mailing via email) or any use of the service to transmit threats, obscenities, harassment or to harm other internet users; furthermore, if the contracting party shows a data transfer that is disproportionate in relation to the storage space it uses, or allows single-user dial-up accounts (PPP and PPTP connections) to be used multiple times and/or these show a disproportionate data transfer. The contracting party further undertakes, on pain of damages, to inform Kodlogy Technologies GmbH immediately and fully if the contracting party is held liable in or out of court as a result of the use of the contractual services.
    The contracting party acknowledges that Kodlogy Technologies GmbH has no unrestricted obligation to transport data. In any case, there is no such obligation if Kodlogy Technologies GmbH would otherwise expose itself to the risk of legal prosecution. If Kodlogy Technologies GmbH becomes aware of spamming by a contracting party of other providers, it may be entitled and, to protect its own contracting parties, obliged to temporarily block data transfer to this contracting party of other providers completely. In these cases too, claims for compensation by the affected contracting parties of Kodlogy Technologies GmbH against Kodlogy Technologies GmbH are excluded.
19. Labelling – reference
    Kodlogy Technologies GmbH is entitled to display a copyright notice and its logo, including the associated corporate design, in an appropriate size on every service it has designed and/or performed. This also applies to a service created by a graphic design partner of Kodlogy Technologies GmbH.
    Finally, Kodlogy Technologies GmbH is entitled to use and/or publicly present the subject matter of the contract in its original or modified form for advertising purposes and/or as a reference in Kodlogy Technologies GmbH printed matter and other Kodlogy Technologies GmbH materials and/or on the Kodlogy Technologies GmbH website, and to place a link from the contracting party’s website to the site of Kodlogy Technologies GmbH for advertising purposes. The contracting party authorises Kodlogy Technologies GmbH to make copies of the website data for this purpose. The agreement applies beyond the contract term without any restriction as to place or time.
    All rights to ideas, designs, programs, program parts, source codes and concepts contributed and implemented, or not implemented, by Kodlogy Technologies GmbH remain exclusively with Kodlogy Technologies GmbH; these constitute entrusted trade and business secrets within the meaning of the Act against Unfair Competition (UWG).
    The contracting party is liable for ensuring that the content provided to Kodlogy Technologies GmbH is unobjectionable under copyright and competition law and undertakes to fully indemnify and hold Kodlogy Technologies GmbH harmless against third-party claims arising from the infringement of intellectual property rights.
20. Domain and web hosting
    Kodlogy Technologies GmbH does not have its own data centre but hosts customer projects on servers rented by Kodlogy Technologies GmbH from third parties. Which company the servers are rented from depends on the current cooperation.

    Kodlogy Technologies GmbH provides the customer with storage space on the internet that is suitable for storing its own web projects. Within the scope of this service, Kodlogy Technologies GmbH owes the customer the possibility for third parties to retrieve this data via the internet. The operators of the web servers commit to an availability of the web server of 98% on an annual average. Excluded from this are times during which the web server cannot be reached via the internet due to technical or other problems beyond the control of Kodlogy Technologies GmbH (force majeure, fault of third parties, etc.).

    Domain registration is also carried out via a third-party provider. Kodlogy Technologies GmbH rents the domain on behalf of the contracting party and registers the requested domain names in the contracting party’s contact details.

    If the requested domain is available, Kodlogy Technologies GmbH will, by separate agreement, also arrange and reserve this domain in the name and for the account of the contracting party. For the term of the contract, Kodlogy Technologies GmbH acts as the billing office for the contracting party with regard to the domains it manages, unless otherwise agreed. The registration fee paid to the registry is included in the amounts that Kodlogy Technologies GmbH charges the contracting party, unless otherwise agreed.
    The contracting party acknowledges that the contracting party’s contract with the registry does not end automatically when the contract with Kodlogy Technologies GmbH is terminated; rather, the contracting party must terminate it separately with the registry in accordance with the provisions of the contract and the registry’s general terms and conditions, unless termination of the domain has been agreed. The contracting party will inform itself independently about the general terms and conditions of the respective responsible registry. Kodlogy Technologies GmbH accepts no liability whatsoever for any particular content of the registry’s general terms and conditions.
    The contracting party confirms that it has itself checked the admissibility of the domain it has agreed, in particular but not exclusively with regard to trademark law, complies with the relevant applicable legal provisions and in particular does not infringe anyone’s trademark or other rights, for which it shall also fully indemnify and hold Kodlogy Technologies GmbH harmless.
    In the case of a domain or hosting transfer from another provider to Kodlogy Technologies GmbH, the contracting party must itself take care of termination with the previous provider. Kodlogy Technologies GmbH is only responsible for the transfer.

    In addition to (or, in the event of contradictions, by way of derogation from) the general contractual provisions, the following applies:

    Special provisions for domain registration

    The contractor arranges and reserves the requested domain in the name and for the account of the customer, provided that the requested domain has not yet been assigned. The contractor begins processing the business case within 14 days of conclusion of the contract; the success of the reservation cannot be guaranteed, as a domain may no longer be available because it may have been reserved by someone else in this period, or the domain may be a premium domain offered by the respective registry at a higher price. In this case, the contractor will refund the costs paid if the domain is no longer available or the customer does not accept the possibly higher price. The contract is therefore only valid if the domain can also be registered at the price offered. For .at, .co.at and .or.at addresses, the domain is set up by the registry nic.at; for other addresses, by the respective responsible registry. With regard to the domains managed by nic.at, the contractor acts as billing office for the duration of this contract (unless otherwise agreed); however, the contractual relationship for the establishment and management of the domain in any case exists directly between the customer and the registry, with the inclusion of the general terms and conditions of the respective registry. Links to the registries’ terms and conditions can be found on the contractor’s website. The registration fee paid to the registry is included in the amounts the contractor charges the customer (unless otherwise agreed). For domains not managed by nic.at, billing takes place directly between the customer and the domain administration body, unless otherwise agreed; in this case, the ISP charges the customer, as agreed, the fee for registration, the technical facilities used and an administration fee.

    Guidelines for .com, .net, .org, .info, .biz and all other ICANN domains

    The contractor works with registrars officially accredited by ICANN for the top-level domain names .COM and .NET. ICANN’s ’Uniform Domain-Name Dispute-Resolution Policy’ (UDRP) applies http://www.icann.org/en/dndr/udrp/policy.htm

    If the customer registers a .COM and/or a .NET domain, it agrees to indemnify and hold harmless the .COM / .NET registry, VeriSign, Inc., and its directors, officers, employees, agents and subsidiaries from all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees and expenses, arising from or in connection with the registered domain holder.
    The fee for restoring (reactivating) a domain name that has already been deleted as a result of termination will be agreed between the contractor and the client.
    The customer acknowledges that the customer’s contract with the registry does not end automatically when the contract with the contractor is terminated; rather, the customer must terminate it separately with the registry, unless otherwise expressly agreed between the contractor and the customer (and, in the case of entrepreneurs, in writing).
    With regard to the domain, the general terms and conditions of nic.at (available at www.nic.at) or of the otherwise responsible registry therefore apply; the contractor will send these to the customer on request.
    The contractor is not obliged to check the admissibility of the domain, for example with regard to trademark or name rights, but has the right to refuse registration in the event of concerns. The customer declares that it will observe the relevant statutory provisions and in particular will not infringe anyone’s trademark rights, and will fully indemnify and hold the ISP harmless in this respect.
    The provisions apply accordingly to domain transfers. If the transfer fails for reasons outside the contractor’s sphere or if automated processing is not possible, the customer must nevertheless pay the fee. The customer must pay a separate fee for further efforts by the ISP.
    The customer must notify the contractor of a transfer and terminate the contract with the contractor in compliance with the notice period and any payment of fees for the remaining term. Except in the case of nic.at, the domain expires in every case of termination of the contract between the customer and the contractor; the customer must therefore make its own arrangements to transfer the domain in good time.

21. Connection and set-up of plugins for a website or an online shop

    The contracting party may commission Kodlogy Technologies GmbH to connect any third-party plugins or functions to the website. If the provider of the theme, plugin or other module used on the website discontinues support and, as a result, functions only work to a limited extent or fail completely, the respective provider is responsible for this. The same applies if, as a result of updates or the set-up of additional plugins, the functions of the website or online shop no longer work or the website or online shop no longer interacts properly with the PHP version, the database or the CMS version. In this case, Kodlogy Technologies GmbH is not at fault and shall be indemnified and held harmless for any damage that may arise as a result.
    By agreement, Kodlogy Technologies GmbH accepts no liability for the set-up of software on a terminal device (computer, till, laptop, smartphone, etc.) and any damage that may arise as a result.

22. Final provisions
    22.1. Unless otherwise agreed, the statutory provisions applicable between entrepreneurs apply exclusively under Austrian law, even if the order is carried out abroad. For any disputes, exclusively the local jurisdiction of the court with subject-matter jurisdiction for the contractor’s registered office shall be deemed agreed. For sales to consumers within the meaning of the Consumer Protection Act (Konsumentenschutzgesetz), the above provisions apply only insofar as the Consumer Protection Act does not mandatorily provide otherwise

Additional conditions for Kodlogy 360 GPS telematics solutions

1. Definitions and scope

1.1 Kodlogy 360 GPS telematics solutions are web-based systems (web services) that make it possible to transmit, evaluate and visualise data between mobile objects and a control centre via the internet.

1.2 Objects are vehicles and other movable capital goods equipped with compatible on-board computers (OBC). Equipment with an OBC is mandatory for the web services to function.

1.3 OBCs are technical devices with which data in objects is recorded, temporarily stored and sent automatically according to a set schedule or by manual query in the form of GPRS messages via a GSM mobile network to a web service.

1.4 For the customer, the web service is a technical platform that ensures communication with the OBCs, collects and stores transmitted data and prepares it for display to the customer via the internet. Via the website provided, the customer can control communication with the OBCs using commands that are passed via the web service to the GSM mobile network and transmitted to the OBCs.

1.5 Position data is obtained by the OBCs through satellite positioning via GPS. The accuracy of this data depends on the configuration of the system and on external environmental conditions that cannot be influenced by the system. Communication between the OBC and the web service takes place by GPRS transmission via a GSM mobile network. Sufficient quality and availability of radio coverage at the OBC’s location are the responsibility of the mobile network operator.

2. Scope of services, warranty, liability

2.1 The following conditions govern the use of telematics services between the customer and Kodlogy Technologies GmbH as intermediary of the service (hereinafter referred to as Kodlogy).

2.2 The contract is concluded on the basis of a written usage agreement using the form provided for this purpose and after acceptance by Kodlogy, which takes place at the latest when the service is activated for the customer.

2.3 All ancillary agreements and other arrangements must be in writing to be binding.

2.4 Kodlogy is not liable for the regional, temporal and qualitative availability of the GSM mobile network.

2.5 In particular, Kodlogy is not liable for GPRS data packets being able to be passed to the mobile network within a specified time, or for GPRS data packets passed to the network being able to be delivered to the web services or OBCs.

2.6 Kodlogy is not liable for the regional, temporal and qualitative availability of signal coverage by the GPS satellite system. In particular, no liability is accepted for the accuracy of the transmitted signals and the position data calculated from them.

2.7 Kodlogy is not liable for the GSM mobile network and GPS satellite positioning continuing to provide the current range of functions for the provision of the contractually regulated services in the future. Should these services or their functionality be partially unusable, this constitutes a case of force majeure over which Kodlogy has no influence and which releases Kodlogy from its obligation to perform.

2.8 Due to technological progress, individual system components and functions may be subject to change or may no longer be available. Kodlogy therefore reserves the right to use components and functions in the system that deviate from the offer. In the event of a change subject to a surcharge, the client is granted a special right of termination if no agreement is reached between the contracting parties. In this case, the web service contract for the vehicle concerned can be terminated by mutual consent by registered letter 14 days before the end of the respective quarter.

2.9 Kodlogy is not liable for damage incurred by the customer through the use of web services or the devices. Insofar as the contracting party is an entrepreneur within the meaning of § 14 BGB or a legal entity under public law, liability for indirect or consequential damage (e.g. loss of profit, savings not realised) is also excluded. In this case, the loss of or damage to data is also not deemed damage to property and does not fall under the possible liability claims. In this case, any claims for damages are limited to the amount of the fees payable to Kodlogy.

2.10 The web services are available in different service levels. The service levels can be found in the currently valid web service contract,

2.11 The GSM SIM cards integrated in the OBCs serve exclusively for communication between the OBC hardware and the IP address stored in it. Misuse of the SIM cards, insofar as they are provided by Kodlogy, in other applications or terminal devices is not permitted. In these cases, as well as in the event of technical defects, Kodlogy is entitled to block the cards immediately and to invoice the customer for communication costs incurred through misuse plus the additional administrative effort caused by the misuse.

2.12 In order to use the web service and the OBCs, the customer requires a high-performance internet connection (DSL). Kodlogy is not responsible for the provision and performance of the internet connection used by the customer; in particular, Kodlogy accepts no liability for impairments of system availability caused by the internet connection or by IT security systems installed at the customer’s premises.

As of: 05.09.2022

nic.at terms and conditions (Austrian domain registry) https://www.nic.at/de/agb
Hetzner.de terms and conditions (domain & hosting server) https://www.hetzner.com/de/rechtliches/agb