General Terms and Conditions (GTC) of ready2order GmbH

Status: January 2024

Preamble

  1. The business transactions of ready2order GmbH, Hintere Zollamtsstraße 17, 1030 Vienna, Austria, FN 437331i (hereinafter referred to as "ready2order", "WE" or "US") are exclusively subject to the following General Terms and Conditions (hereinafter referred to as "GTC"). Our contractual partner is hereinafter referred to as "CUSTOMER". The GTC shall be binding for all current and future business transactions with ready2order, even if no explicit reference is made to them.
  2. Deviating or supplementary provisions, in particular the CUSTOMER's general terms and conditions, shall only become part of the contract if expressly confirmed by US in writing.
  3. Links and references to documents and websites in these GTC correspond to the current status. These are subject to change and do not constitute an integral part of the GTC.
  4. For reasons of easier readability, no gender-specific differentiation, e.g. customer, is used. Corresponding terms apply to all genders in the interests of equal treatment.

§ 1 Definitions

Unless otherwise stated, the following definitions apply to these GTC:

ACCOUNT

User account of the CUSTOMER for the use of the SOFTWARE;

GTC

the present General Terms and Conditions including the appendices;

CONSULTING SERVICES

see § 9(5)a

BETA FUNCTIONS

see § 8(5); 

LIVE OPERATION

Operating mode of the SOFTWARE that excludes the modification of all financially relevant data, see also § 6 para. 1;

MAIN CONTRACT

the present General Terms and Conditions;

ANNUAL CPI

see § 11(3);

POS INTERFACE

graphical user interface designed for creating invoices, optimised for touch input and offered as a ready2order APP and web application;

CRITICAL FAILURE

see § 9(3) b;

CUSTOMER

respective contractual partner of ready2order;

SUBSCRIPTION or ABO

non-exclusive right to use the SOFTWARE, limited in time by the duration of the contract;

ADDITIONAL SUBSCRIPTION

a non-exclusive right to use certain additional functions of the SOFTWARE, limited in time by the duration of the contract;

NON-CRITICAL FAILURES

see § 9(3)c;

OFFLINE MODE

see § 5(3);

ready2order, WE, or US

ready2order GmbH, Hintere Zollamtsstraße 17, 1030 Wien, FN 437331i; 

ready2order-APP

mobile application of the KASSENOBERFLÄCHE;

SERIOUS FAILURE

see § 9(3)a;

SOFTWARE

the contractual software from ready2order; 

INTERRUPTION

see § 9(1)b;

SUPPORT WEBSITE

support.ready2order.com;

TEST OPERATION

Operating mode of the SOFTWARE that does not represent a cash register that complies with financial regulations and is available before switching to LIVE OPERATION;

TEST ACCESS

see § 7(1); 

TRAINING MODE

Operating mode of the SOFTWARE that does not represent a cash register that complies with financial regulations and is available after switching to LIVE OPERATION;

ADMINISTRATION AREA

Graphical user interface designed for the configuration and management of the CASHIO SURFACE and mouse/keyboard input, which can be accessed via the web browser;

VWTH

the trusted chartered accountant of ready2order;

WEBSITE

www.ready2order.com;

CSP

Certification service provider;

CERTIFICATE

see § 6(6).

§ 2 Restrictions on the conclusion of contracts

  1. Our offer is aimed exclusively at entrepreneurs within the meaning of the Austrian Commercial Code (UGB) as amended. In the course of concluding the contract, WE expressly reserve the right to verify the CUSTOMER's entrepreneurial status. WE do not conclude contracts with consumers within the meaning of the KSchG (Consumer Protection Act) as amended. 
  2. For CUSTOMERS with a registered office in Switzerland, a valid and actively registered VAT number is a prerequisite for concluding a contract. The Swiss company identification number is not sufficient for this purpose. If the CUSTOMER's VAT number subsequently proves to be invalid or incorrect, WE will contest the contract retroactively in accordance with the rules for contesting errors. If a tax disadvantage or other damage arises, ready2order expressly reserves the right to claim damages accordingly. 

§ 3 Conclusion of contract

  1. A contract between ready2order and the CUSTOMER can be concluded in the following ways: 
  1. by sending an offer through ready2order,
  2. at a ready2order sales location,
  3. in the ready2order online shop,
  4. by use of the "SOFTWARE" by the CUSTOMER. 
  1. If a CUSTOMER receives an offer (or a link to an offer) from US by e-mail, the contract shall be deemed concluded as soon as the CUSTOMER bindingly confirms the offer by clicking on the corresponding button (acceptance). The period during which the offer is valid is specified in the respective offer. Upon acceptance of the offer, the contract is concluded and the CUSTOMER is obliged to pay.
  2. If the contract is concluded at a ready2order sales location, the contract is concluded when an offer is submitted to the CUSTOMER in person and the CUSTOMER accepts this (also verbally or implicitly). 
  3. In the online shop, the offer to conclude a contract is made by the respective CUSTOMER by clicking on the corresponding button for the binding purchase after completing the order pages. The CUSTOMER remains bound to this offer for 14 days after clicking the button. The contract is bindingly concluded if WE accept the offer within this period. Upon acceptance of the offer by ready2order, the CUSTOMER is obliged to pay. WE shall declare acceptance of the contract either by sending the order confirmation or the invoice in a separate e-mail as soon as the goods leave our warehouse (dispatch confirmation) or by delivering the goods at the latest. This also applies if the CUSTOMER has already paid the purchase price prior to conclusion of the contract due to the selected payment method or has been instructed to pay. If, in this case, WE are exceptionally unable to accept the order due to lack of availability of the goods or if the contract is not concluded for other reasons, WE shall refund the advance payment immediately.
  4. If the contract is concluded by the CUSTOMER by use of the SOFTWARE, the contract is concluded by enabling the CUSTOMER to use the SOFTWARE by assigning an "ABO" if the CUSTOMER makes use of this option after accepting the GTC in the currently valid version.
  5. Upon conclusion of the contract, the CUSTOMER shall be entitled to use his/her subscription. If the CUSTOMER has not used "TEST ACCESS" (see § 7), he shall receive access to his user account, which he can log into using his company ID and password (hereinafter referred to as "ACCOUNT").
  6. If the CUSTOMER books additional services from other companies or service providers with the help of or via ready2order, ready2order acts as a mere contractual intermediary and the CUSTOMER has an independent contract with the respective company or service provider, unless explicitly agreed otherwise. 
  7. The information obligations of § 9 (1) and (2) as well as the obligations of § 10 (1) and (2) ECG (E-Commerce Act) are waived by mutual agreement between the contracting parties.

§ 4 Subject matter of the contract

  1. On the basis of this contract, the CUSTOMER is granted the right to use the SOFTWARE for a fee. Unless otherwise agreed, the CUSTOMER shall receive the non-exclusive, non-transferable, non-sublicensable, revocable right to use the SOFTWARE, limited in time to the term of the contract and limited in content to the intended use within the CUSTOMER's company.
  2. The following products and services can be offered by ready2order as an option: Hardware for purchase or temporary use as well as consulting and installation services in connection with the SOFTWARE.
  3. The SOFTWARE is provided as Software as a Service (SaaS). It consists of the "POS INTERFACE" (accessible at pos.ready2order.com) and the "ADMINISTRATION AREA" (accessible at my.ready2order.com). 
  4. There are different tariff models for the provision of the SOFTWARE. The exact costs and functions of the individual tariffs can be found on the "WEBSITE". This is not an integral part of the GTC. The tariffs are updated daily and may not correspond to the CUSTOMER's tariff. 
  5. WE can also provide tariffs that are limited to a certain transaction volume (so-called flex tariffs). In this case, a fixed-term contract is concluded that allows invoices to be issued up to a certain turnover amount. It is possible to extend the transaction volume. 
  6. The CUSTOMER requires a subscription to use the SOFTWARE. Depending on the CUSTOMER's contract, a certain number of subscriptions are included. Additional subscriptions can be added or cancelled. The CUSTOMER may only use their subscriptions for their own purposes and may not transfer, sub-licence or otherwise make them available to third parties under any circumstances. 
  7. The use of the POS INTERFACE depends on the number of subscriptions purchased. A subscription entitles the CUSTOMER to use the POS INTERFACE on any number of devices (smartphones, tablets or computers). However, only one device can be used at a time with a subscription. Additional subscriptions are required for simultaneous use on multiple devices. 
  8. The use of the ADMINISTRATION AREA depends on the selected tariff. Tariffs may provide for a limited or unlimited number of subscriptions for the ADMINISTRATION AREA. In the latter case, the ADMINISTRATION AREA can also be used on several devices at the same time without the purchase of additional subscriptions. In the case of limited subscriptions for the ADMINISTRATION AREA, only one device per subscription can be used at the same time. 
  9. The specific service owed and the fee are determined by the personal offer of the respective CUSTOMER.
  10. The tariff for the SOFTWARE can be changed for a certain fee (the amount is agreed individually with the respective CUSTOMER). However, it should be noted that a change is not possible for every tariff model. The CUSTOMER has no legal claim to a change of tariff if this is not provided for the specific tariff model.
  11. Collateral agreements, assurances and other agreements made prior to the submission of an offer must be in writing to be effective. Verbal information or assurances of certain properties are therefore not binding unless they have also been confirmed by Us in writing. 

§ 5 Conditions of use

  1. The installation of the "ready2order-APP" is a prerequisite for using the SOFTWARE. Alternatively, the SOFTWARE can be used in one of the following web browsers: Google Chrome or Apple Safari. When using the ready2order APP, the CUSTOMER is responsible for always installing the latest version on their end devices. The functional scope of the SOFTWARE depends on the platform used. 
  2. The CUSTOMER himself must ensure that the latest security updates of his web browser and operating system are installed and that the hardware used is suitable for the operation of the SOFTWARE. The CUSTOMER is solely responsible for the functionality of his hardware, unless this was provided by ready2order. If hardware is provided to the CUSTOMER by US, § 17 (6) must be observed in particular.
  3. As the SOFTWARE is cloud-based, an active internet connection is required to use it. It is the responsibility of the CUSTOMER to ensure that they have a secure internet connection with sufficient bandwidth. For certain applications, a temporary mode with limited functions (hereinafter referred to as "OFFLINE MODE") is available in the event of an internet connection failure. The CUSTOMER must ensure that the data generated offline is subsequently synchronised with the server.
  4. The SOFTWARE may only be used for legally compliant purposes. Accordingly, use for the sale of illegal products, for example, is not permitted. WE reserve the right to block misused ACCOUNTS at any time and without notice.
  5. The CUSTOMER enters the relevant data for their business, such as products, prices, tax rates, customers and employees, into the SOFTWARE independently. This data forms the basis for the subsequent use of the SOFTWARE. The CUSTOMER is responsible for the completeness and accuracy of this data. 

§ 6 Financial go live regulations

  1. The launch of the SOFTWARE with financial implications takes place by means of the "LIVE OPERATION" and is agreed individually with the CUSTOMER or carried out by the CUSTOMER. In case of doubt, this takes place with the initial activation of the ACCOUNT. The sales counter starts at EUR 0 when the ACCOUNT is activated. It is the CUSTOMER's responsibility to check that no test bookings are included at the time of commissioning.
  2. Once ready2order is transferred to LIVE OPERATION, invoices are created that cannot be deleted or changed without being logged in order to protect against manipulation. All invoice data is stored in accordance with tax regulations. It is not possible to subsequently delete data that is subject to financial regulations. Cancelled bookings remain stored in the system with the corresponding note.
  3. The SOFTWARE is in "TEST OPERATION" before it is switched to LIVE OPERATION (see § 7 (3)). A change to the LIVE OPERATION is only possible if a subscription has been deposited with the respective ACCOUNT of the CUSTOMER. The change to the LIVE OPERATION is irreversible, but the "TRAINING MODE" can also be activated afterwards. Invoices that are created in TRAINING MODE cannot be changed without being logged, but are not counted as sales. This mode is intended in particular to enable new employees of the CUSTOMER to familiarise themselves with the SOFTWARE.
  4. The CUSTOMER is responsible for configuring the SOFTWARE in accordance with the applicable financial regulations and for carrying out any necessary physical backups or archiving. ready2order expressly does not provide any tax or financial law consulting services for the CUSTOMER, but only advises on the functions and use of the SOFTWARE.
  5. After termination of the contract between ready2order and the CUSTOMER, the CUSTOMER shall be responsible for exporting the data required for the retention obligations under financial law and backing it up for the period stipulated for accounting purposes, as well as for making any reports to the tax authorities.
  6. Additional provision for CUSTOMERS who are subject to the Austrian BAO (Federal Fiscal Code) or the RKSV (Cash Register Security Decree) or the German KassenSichV (Cash Register Security Decree):
    The signature obligation of § 131b (2) BAO and the RKSV as well as the German KassenSichV prescribes a technical security device for cash registers, which guarantees the immutability of the records by means of a signature creation device assigned to the individual CUSTOMER or the cash register. Each signature creation device contains an individually issued "CERTIFICATE" for the respective CUSTOMER. These CERTIFICATES must be issued by a certified service provider, which is why additional costs are incurred. The CUSTOMER is fully responsible for acquiring a corresponding CERTIFICATE in order to fulfil the signature obligation. However, ready2order will support the CUSTOMER in applying for the CERTIFICATE. Further details can be found in the provisions of Annexes 1a and 1b. 

§ 7 TEST ACCESS

  1. The CUSTOMER can register for an online demo on the WEBSITE or in the ready2order APP (hereinafter referred to as "TEST ACCESS"). This allows the SOFTWARE to be used free of charge and without obligation for a certain agreed period of time.
  2. In order to support the CUSTOMER in setting up and using the TEST ACCESS, WE are authorised to contact the CUSTOMER if possible.
  3. During the use of the TEST ACCESS, it is noted on all invoices issued that the SOFTWARE is still in TEST OPERATION. The TEST OPERATION does not constitute a cash register in accordance with financial regulations. Use for purposes other than the TEST OPERATION is expressly prohibited. In particular, it may not be used for accounting or tax analyses and no invoices may be issued to third parties. WE reserve the right to block misused ACCOUNTS at any time and without prior notice.
  4. Any warranty claims and claims for damages are excluded within the scope of the free TEST ACCESS. There is no legal entitlement to the support services in accordance with § 9 during the TEST ACCESS.
  5. Once the TEST ACCESS has expired, it is automatically deactivated. If required, it is possible to extend the duration of the TEST ACCESS. However, there is no legal entitlement to the extension.
  6. If the CUSTOMER decides in favour of the SOFTWARE after using the TEST ACCESS, his ACCOUNT will be activated for the LIVE OPERATION and he can switch directly to the LIVE OPERATION. WE would like to point out that when switching from TEST ACCESS to LIVE OPERATION, all invoices created up to that point will be deleted (see § 6 para. 1). The settings, product groups, products, etc. are retained and are transferred to the LIVE OPERATION.
  7. ready2order may extend, reduce or discontinue the possibility of using the TEST ACCESS at any time and without stating a specific reason.

§ 8 Updates & BETA FUNCTIONS

  1. WE endeavour to constantly improve the SOFTWARE and adapt it to changing technical, economic and legal conditions. For this reason, WE may integrate new functions, but also switch off existing functions for a certain period of time or permanently. Regular changes are made to the SOFTWARE, which are made available to the CUSTOMER by means of updates as part of the contract. 
  2. If, in exceptional cases, an essential and fundamental function of the SOFTWARE has to be restricted or discontinued, the CUSTOMER shall be entitled to a special right of cancellation - provided that this function was already part of the contract content when the contract was concluded - which he must exercise within 14 days of the restriction or discontinuation of the function. 
  3. If additional functions are integrated into the SOFTWARE free of charge during the term of the contract, ready2order is entitled to discontinue these functions at any time without notice and without notice. 
  4. WE reserve the right to charge additional fees for certain new additional features, the use of which the CUSTOMER has expressly agreed to in advance. 
  5. WE may offer the CUSTOMER to test new functions of the SOFTWARE, which may not yet be fully functional, in advance (hereinafter "BETA FUNCTIONS"). The use of BETA FUNCTIONS is free of charge and can be restricted or terminated by ready2order at any time. Warranty claims and claims for damages in relation to BETA FUNCTIONS are excluded. The other contractual obligations of ready2order set out in these GTC also do not apply in this respect, to the extent permitted by law.

§ 9 Support

  1. Support services from ready2order include the following activities after conclusion of the contract: 
  1. Advice to the CUSTOMER via e-mail, telephone or in person at one of ready2order's premises regarding the commissioning or use of the SOFTWARE (hereinafter referred to as "CONSULTING SERVICES"); CONSULTING SERVICES explicitly do not include tax or financial consulting services, which are expressly not provided by ready2order.
  2. rectification of technical problems that originate from the sphere of ready2order (hereinafter referred to as "FAULT"); in particular, technical problems that do not originate from the sphere of ready2order that are based on configuration or input errors by the CUSTOMER, that affect the CUSTOMER's Internet connection or technical defects in the CUSTOMER's hardware, provided that the hardware was not provided by ready2order and the defect was not already present at the time of handover.
  1. In the event of a FAILURE in the use of the SOFTWARE, the CUSTOMER must contact US by e-mail at [email protected]
  2. WE differentiate between the following types of INTERRUPTIONS:
  1. "SERIOUS FAILURE": the ready2order SOFTWARE has come to a standstill in LIVE OPERATION and is unable to process data. This refers to server-side problems that affect a large number of CUSTOMERS and also prevent the OFFLINE MODE from functioning. 
  2. "CRITICAL FAILURE": Certain functions of the SOFTWARE can no longer be used by several CUSTOMERS. These functions have failed completely and cannot be replaced with a workaround. 
  3. "NON-CRITICAL FAILURE": The functions of the SOFTWARE can be used with restrictions.
  1. In the case of SERIOUS FAILURES, WE start;
  1. during operating hours (Monday to Friday, 9:00-17:00), to resolve the problem within two hours at the latest,
  2. outside of operating hours (Saturday, Sunday, public holiday), within six hours at the latest to rectify the problem.
  1. In the case of CRITICAL FAILURES WE start;
  1. during operating hours (Monday to Friday, 9:00-17:00), to resolve the problem within four hours at the latest,
  2. outside operating hours (Saturday, Sunday, public holiday), within 72 hours at the latest with the rectification of the problem.
  1. In the event of NON-CRITICAL FAILURES, WE will begin to rectify the problem within a reasonable period of time, whereby the prioritisation of the rectification of NON-CRITICAL FAILURES may depend, among other things, on the number of CUSTOMERS affected by the problem, the complexity of the problem and our internal problem-solving capacities.
  2. If there is no FAILURE, support services are always CONSULTANCY SERVICES. CONSULTANCY SERVICES may be free of charge or subject to a fee, depending on the subscription or contract type purchased. If CONSULTANCY SERVICES are subject to a charge, the CUSTOMER shall owe a reasonable fee for them, unless a specific amount has been agreed as a fee. In any case, the CUSTOMER shall only be entitled to CONSULTANCY SERVICES if no other support is offered by ready2order for the CUSTOMER's request (e.g. declaration on the "SUPPORT WEBSITE"). 
  3. Should a CUSTOMER erroneously classify a problem with the SOFTWARE as an ERROR and make use of ready2order's CONSULTANCY SERVICES in this context, WE expressly reserve the right to subsequently charge for the CONSULTANCY SERVICES provided. This shall only apply if CONSULTANCY SERVICES are subject to a charge for the CUSTOMER and the CUSTOMER has not already paid the corresponding amount. 
  4. It is noted that the above provisions apply as lex specialis for the CUSTOMER's claims for improvement under warranty law and in rem restitution under damages law in connection with the SOFTWARE. 

§ 10 Contract duration and termination

  1. Unless otherwise agreed individually (e.g. in the case of monthly cancellable subscriptions without commitment), contracts are concluded for a fixed term of twelve months. During this period, neither ready2order nor the CUSTOMER may terminate the contract for cause. This does not apply to so-called Lifetime Licences, which in case of doubt have a contract term of ten years (corresponds to the usual maximum useful life of a POS system), and Flex tariffs, which in case of doubt are limited to three years.
  2. Contracts are automatically extended by the original contract term after expiry of the contract term unless they are terminated in compliance with the applicable notice period or another agreement has been made. Unless otherwise agreed individually (e.g. in the case of monthly cancellable subscription without commitment), a notice period of one month to the end of the contract term applies. 
  3. The CUSTOMER must comply with the following form for ordinary cancellation: If a cancellation cannot be made via the CUSTOMER'S ADMINISTRATION INTERFACE, the form provided on our SUPPORT WEBSITE must be completed and sent to [email protected] using the email address registered with ready2order. Cancellations made in any other way shall have no legally binding effect. The right to terminate for good cause remains unaffected. 
  4. The following behaviour on the part of the CUSTOMER in particular shall be deemed good cause entitling ready2order to terminate the contract without notice: 
  1. The CUSTOMER is more than one month in arrears with the payment of an invoice, even if only partially. 
  2. The CUSTOMER grossly violates its contractual obligations and does not end or remedy this violation even after being warned by ready2order. The warning may be dispensed with if the continuation of the contractual relationship with the CLIENT appears unreasonable due to the seriousness of the breach of duty or if success is not to be expected. 
  3. The CUSTOMER makes abusive use of ready2order's CONSULTING SERVICES or other services and does not cease its actions even after being warned by ready2order.  
  4. The CUSTOMER spreads untruths about ready2order or the SOFTWARE in the (social) media. 
  5. The CUSTOMER dies or, in the case of a legal entity, is liquidated. 
  6. Insolvency proceedings shall be opened against the CUSTOMER's assets or dismissed for lack of assets to cover costs. 

§ 11 Fee and fee adjustment

  1. The prices of ready2order's services can be found in the respective offer or the CUSTOMER's invoice. 
  2. Unless otherwise stated, all prices quoted are exclusive of VAT and in EUR.
  3. ready2order is entitled to adjust the prices of the services for each renewal term, but at most to the prices applicable to new customers at the time of renewal. The CUSTOMER will be informed of the price adjustment at least 6 weeks before the relevant renewal term by e-mail to the last e-mail address provided.
  4. It is expressly agreed that the current fees shall remain stable in value. If the (calendar) annual average of the consumer price index of Statistics Austria (hereinafter "ANNUAL CPI") changes, WE are entitled but not obliged to increase fees for the following calendar year in line with the increase in the ANNUAL CPI. If WE make use of this right, WE are also obliged to pass on reductions in the ANNUAL CPI and to reduce the said fees in accordance with the reduction. WE shall inform the CUSTOMER of the adjustments by e-mail. If the ANNUAL CPI is no longer published, its official successor shall take its place.
  5. The scope of the fee adjustments is determined by the ratio of the change in the ANNUAL CPI for the last calendar year before the adjustment to the ANNUAL CPI for the penultimate calendar year before the adjustment (index basis: ANNUAL CPI 2015 = 100).
  6. Fluctuations of up to two percent compared to the index base are not taken into account. However, if this fluctuation range is exceeded or undercut in subsequent years, WE will adjust the fees in full. The new value represents the new index basis for future adjustments. An obligation to reduce fees is reduced to the extent that WIR did not exercise the right to increase fees in the previous year. Adjustments below the nominal value of the fees agreed in the offer are not possible.  Adjustments to the fees are made in the year following the change in the index basis, but at the earliest in the year following the conclusion of the contract.

§ 12 Terms of payment, loss of deadline and offsetting

  1. Unless otherwise agreed, payment claims are due seven days after delivery of the invoice. If a due date has been agreed, the invoice amount must be credited to our account by the due date at the latest. If the CUSTOMER has given US a direct debit authorisation, WE shall automatically collect the amount within seven days of invoicing. Should the collection fail for reasons within the sphere of the CUSTOMER (e.g. insufficient funds in the account) and ready2order incurs expenses as a result, these expenses will be charged to the CUSTOMER. 
  2. Invoices shall be made available to the CUSTOMER in electronic form and shall be deemed to have been received as soon as the CUSTOMER could have retrieved or taken note of them under normal circumstances (for more details on the receipt of declarations, see § 13).
  3. All bank charges associated with the payment (e.g. charges for foreign bank transfers) shall be borne by the CUSTOMER.
  4. Payments during the year are only possible by means of electronically processable payment methods (e.g. direct debit, credit card). 
  5. When paying by bank transfer, the CUSTOMER is obliged to state the correct purpose of the transfer (as stated on the invoice). If the payment can only be allocated manually by making enquiries due to the incorrect purpose, the CUSTOMER must bear the processing costs for this. As long as the payment cannot be allocated due to the incorrect reason for payment, the invoice shall be deemed not to have been paid.
  6. In the event of late payment, we will charge interest on arrears. The interest rate is twelve per cent per annum. In addition, the CUSTOMER is obliged, regardless of fault, to pay a lump sum of EUR 40.00 as compensation for the collection costs incurred by us in accordance with § 458 UGB. In the event that a collection agency is called in, the CUSTOMER also undertakes to reimburse us for the costs incurred by us as a result, insofar as these do not exceed the maximum rates of remuneration due to collection agencies in accordance with the ordinance of the competent federal minister.
  7. If the CUSTOMER pays during the year and is more than one month in arrears with a payment during the year, even if only partially, ready2order has the right to declare all outstanding payments for the remaining term of the minimum contract period due with immediate effect. 
  8. WE reserve the right to temporarily block the CUSTOMER's access to the SOFTWARE in the event of non-payment (even if only partial) until the outstanding invoices have been settled in full. In the event of such a delay in payment, the CUSTOMER shall also have no claim to CONSULTING SERVICES. The ongoing claim to remuneration shall remain unaffected by such a blocking of access. Once the arrears have been settled, the CUSTOMER's access shall be reactivated immediately. 
  9. Payments are generally credited first to expenses and costs incurred, then to interest and finally to the outstanding capital.
  10. Offsetting against our claims with counterclaims of the CUSTOMER is only permissible if these have been established by a court or expressly recognised by US in writing. 
  11. If the ready2order services are invoiced by a sales partner recognised by Us, corresponding agreements between the sales partner and the CUSTOMER regarding payment terms shall take precedence over these GTC. 

§ 12 Receipt of declarations and data changes

  1. WE may send the CUSTOMER all documents, messages, agreements and disclosures in connection with his ACCOUNT (in particular invoices, payment reminders, cancellations) to the e-mail address last provided by him.  
  2. The CUSTOMER is obliged to inform US electronically of any changes to his company data (e.g. name, address, e-mail address, invoice address, company register number, legal form) or his bank details immediately, but at the latest within one week.
  3. Declarations shall be deemed to have been received as soon as the CUSTOMER was able to retrieve or take note of them under normal circumstances. Non-registered mail within Austria shall be deemed to have been received two working days after posting.
  4. Declarations shall also be deemed to have been received if the CUSTOMER has not received them because he has not informed US of the change in his data.

§ 13 Confidentiality

  1. Both ready2order and the CUSTOMER are obliged to maintain confidentiality about all business and trade secrets of the respective other contractual party that were obtained in connection with the initiation or fulfilment of this contract and not to make them accessible to third parties, subject to the consent of the contractual partner. 
  2. This confidentiality obligation shall remain in force for three years after termination of the business relationship or, irrespective of a business relationship, for three years after the offer has been requested. 
  3. Should one of the contracting parties be obliged by applicable law, by the decision of a court, an authority or in any other way to disclose confidential information pursuant to para. 1, it shall immediately inform the other contracting party of the content and scope of the disclosure obligation.

§ 14 Data protection

  1. The SOFTWARE enables the processing of personal data. The CUSTOMER decides on his own responsibility and independently on the entry of all data into the SOFTWARE. He consents to the corresponding data processing if he enters personal data into the SOFTWARE that relates to himself (e.g. product and company data). If the CUSTOMER processes personal data of third parties (e.g. customers, employees, suppliers) with the help of the SOFTWARE, he is responsible for ensuring a corresponding data protection basis for the data processing. 
  2. The CUSTOMER must keep the access data and passwords for his ACCOUNT secret and protect them from unauthorised access by third parties. The CUSTOMER himself is liable for the unauthorised or improper use of his access data, insofar as he is responsible for this. 
  3. All other provisions on order processing within the meaning of the GDPR (General Data Protection Regulation) can be found in ready2order's current order processing contract.

§ 15 Warranty and contestability

  1. WE guarantee an annual average availability of the SOFTWARE of 99 percent. This excludes circumstances for which ready2order's liability is excluded (see in particular § 18(4). The warranty period for hardware is six months. With regard to the warranty for hardware, the provisions of § 17 (7) must also be observed in particular.
  2. The existence of defects must be proven by the CUSTOMER. The applicability of § 924 ABGB (General Civil Code) is excluded, so that the existence of a defect at the time of handover must also be proven in the first six months after handover.
  3. The CUSTOMER shall immediately (at the latest within 14 calendar days after delivery of the goods) notify us in writing of any defects that occur. Hidden defects must also be reported immediately (at the latest within 14 calendar days after they become known), specified and in writing. If the notification of defects is not made in due time, the CUSTOMER's warranty claims and claims for damages as well as the right to contest errors in relation to the defect not notified in due time shall be excluded.
  4. In the case of warranty, ready2order is entitled to determine the warranty remedy (improvement, replacement, price reduction or cancellation) itself. Excluded from this are those cases in which the right to cancellation is granted by law. In this context, reference should be made to the Lex Specialis of § 9 of these GTC - the statutory warranty remedies with regard to the SOFTWARE shall therefore only apply if ready2order has not fulfilled its obligation to improve in accordance with the aforementioned provision. 
  5. A price reduction may not be made independently by the CUSTOMER by reducing the agreed fee. 
  6. Unless otherwise agreed in detail, the parties expressly waive the right to contest or adjust contracts on the grounds of error or reduction by more than half. 

§ 16 Additional provisions for the purchase of hardware

  1. The delivered hardware remains the property of ready2order until the purchase price and all associated costs and expenses have been paid in full. In the event of enforcement proceedings against the goods still subject to retention of title, the CUSTOMER is obliged to inform ready2order of this immediately and to provide all information and documents that are or may be necessary to secure the existing claims. 
  2. If the hardware is dispatched, the delivery costs and the risk of transport shall be borne by the CUSTOMER. The fulfilment of the contract occurs with the handover to the postman. 
  3. The CUSTOMER shall accept minor delays in delivery without being entitled to claim damages or to withdraw from the contract.
  4. If the CUSTOMER is in default of acceptance, WE are entitled to
    1. either to store the goods with Us, for which the corresponding storage fee will be charged, and at the same time to insist on fulfilment of the contract, or
    2. to withdraw from the contract after setting a reasonable grace period and to utilise the goods elsewhere; in this case, ready2order is entitled to retain a processing fee of up to 30 percent of the sales price of the hardware provided to the CUSTOMER.  
  5. The CUSTOMER shall only have a right of cancellation in the cases granted by law; there are no further rights of cancellation. Since ready2order only concludes contracts with entrepreneurs, the CUSTOMER is not entitled to any cancellation rights under consumer law regulations. Furthermore, the CUSTOMER is expressly advised that cancellation of the hardware purchase contract does not also entitle the CUSTOMER to cancel other ABO contracts. 
  6. the hardware provided by Us to the CUSTOMER may only be used with the SOFTWARE. The CUSTOMER is solely responsible for any damage caused by the use of other services/apps.
  7. We shall only provide a warranty for the hardware that WE provide to the CUSTOMER to the person who purchases this hardware from US (first purchaser). Warranty claims by US against other persons - e.g. persons who purchase this hardware from CUSTOMERS (secondary purchasers) - do not exist. The CUSTOMER may also not assign warranty claims. The same applies to the claim for avoidance on the grounds of error regarding the freedom from defects of the hardware that WE provide to the CUSTOMER. The CUSTOMER is obliged to inform persons who purchase this hardware from CUSTOMERS (secondary purchasers) that no warranty claims and no claims for avoidance on the grounds of error regarding the freedom from defects of the hardware, which may exist on the basis of the contractual relationship between the CUSTOMER and US, shall be transferred. The CUSTOMER is obliged to indemnify and hold US harmless against third parties with regard to warranty claims and claims for avoidance on the grounds of error regarding the freedom from defects of the hardware.
  8. If the CUSTOMER passes on or sells hardware purchased from US (first buyer) to a third party (second buyer), legal issues and data protection problems may arise in relation to the personal data stored on the hardware. The CUSTOMER must therefore ensure that all personal data is deleted before the hardware is passed on or sold in order to avoid possible problems of unauthorised use or disclosure of personal data.
  9. In order to make use of the warranty remedy of improvement, the CUSTOMER must consult with ready2order (via our hotline or by e-mail to [email protected]) and comply with the repair process provided for the respective defect. In the event of non-compliance with the process, the CUSTOMER will be charged the additional costs incurred. Returning the hardware to ready2order is also only permitted after prior consultation with US, as otherwise no reversal can be made. 
  10. When purchasing devices for which a SIM card is also provided by ready2order (e.g. all-in-one devices), the included SIM card may only be used for the SOFTWARE. The SIM card may not be removed from the device or used with another device. If the SIM card is used contrary to these provisions, the CUSTOMER shall be liable for all resulting damage to the CUSTOMER, ready2order or third parties. ready2order's claims for payment shall remain in force even if the CUSTOMER can no longer use the corresponding device due to their misconduct. 
  11. If the delivered goods bear ready2order company logos, serial numbers or other identification features, these may not be changed or removed. 

§ 17 Liability

  1. ready2order shall be liable for damages in all cases of intent or gross negligence, provided that the CUSTOMER can prove that we are at fault. In the event of slight negligence, ready2order shall only be liable for personal injury or damage in accordance with the PHG (Product Liability Act). Our liability shall expire six months after the CUSTOMER becomes aware of the damage and the damaging party, and in any case ten years after the provision of the service or delivery.
  2. To the extent permitted by law, ready2order shall not be liable for indirect damage, loss of profit and positive damage, insofar as the profit has already been realised in a concrete prospect of acquisition, loss of interest, failure to make savings, consequential damage and financial loss, damage from third-party claims and for the loss of data and programs and their recovery.
  3. Any liability of ready2order shall be limited to the amount of the agreed subscription costs or the amount of the agreed service fee.
  4. In particular, ready2order shall not be liable for
  • Damage caused by operating errors, incorrect entries or configurations by the CUSTOMER,
  • Damage caused by configurations of the SOFTWARE carried out by US at the request of the CUSTOMER ;  
  • Damage due to unsecured data within the meaning of § 6 (4)
  • Damage due to force majeure,
  • Damage due to hardware not provided by ready2order,
  • Damage due to a missing or faulty Internet connection (see § 5 (3)) and
  • other damage originating from the sphere of the CUSTOMER.

§ 18 Changes to the General Terms and Conditions

  1. Due to changes in the technical, economic and legal framework conditions, WE reserve the right to amend these General Terms and Conditions. The CUSTOMER will be informed of any changes to the General Terms and Conditions by e-mail to the last known e-mail address or in the ADMINISTRATIVE OFFICE.
  2. If the amendment to the GTC is to the detriment of the CUSTOMER, the CUSTOMER has a right of objection. This right must be exercised within one month of receipt of the information in accordance with paragraph 1 via email to [email protected]. The deadline shall be deemed to have been met if the objection is received by ready2order within the aforementioned period. In the absence of an objection by the CUSTOMER, the changes shall be deemed approved and the contract shall be continued on the basis of the new GTC. The CUSTOMER shall be expressly informed of the right of objection in the information pursuant to paragraph 1.
  3. If the CUSTOMER has effectively objected to an amendment to the GTC in accordance with paragraph 2, the contract with ready2order shall continue unchanged. In this case, however, We shall be entitled to a special right of cancellation with a notice period of two months if it is technically, economically or legally impossible or unreasonable for Us to adhere to the contract. This right of cancellation must be exercised within one month via e-mail to the CUSTOMER's last known e-mail address.

§ 19 Prohibition of contract and account transfer

  1. The CUSTOMER may not transfer contractual relationships with US to a third party. 
  2. The CUSTOMER may only enter his own data in his ACCOUNT and not the data of a third party.
  3. If a contractual relationship is transferred or is to be transferred by law (e.g. in accordance with § 38 UGB), the CUSTOMER must inform US immediately of this and of any existing right of objection.

§ 20 Applicable law, place of fulfilment and place of jurisdiction

  1. This contract shall be governed by Austrian law to the exclusion of the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. The place of fulfilment of the services is Vienna.
  3. The exclusive place of jurisdiction for all present and future claims arising from or in connection with this contract shall be 1010 Vienna, Innere Stadt. 

§ 21 Severability clause

Should individual provisions of these General Terms and Conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision.

Appendix 1a - Provisions of the Austrian BAO and RKSV

Preamble

  1. Since 1 April 2017, every cash register in Austria must be protected against tampering with a technical security device. All receipts must be electronically signed with a corresponding CERTIFICATE and a text or QR code must be attached to the receipt. In addition, every cash register must be registered with FinanzOnline in accordance with the RKSV.
  2. With ready2order, the security device is implemented exclusively in the form of a hardware security module (HSM) from a ready2order service provider. Other types of security devices (e.g. chip cards with a corresponding reader) cannot be used with the SOFTWARE.

§ 1 CERTIFICATE

  1. CERTIFICATES must be issued by an accredited certification service provider (hereinafter referred to as "CSP") for each entrepreneur based on their VAT identification number (VAT ID), global location number (GLN) or financial and tax number. The CUSTOMER is responsible for the accuracy of the data entered. 
  2. Only CERTIFICATES from CSPs that are authorised by ready2order can be used with the SOFTWARE. The providers used by ready2order can be found in Appendix 1. When purchasing a CERTIFICATE ADDITIONAL ABOS, ready2order concludes a contract with the respective CSP on behalf of the CUSTOMER. 
  3. WE reserve the right to change the CSP if necessary. CUSTOMERS who have a current CERTIFICATE- ZUSATZ-ABOS at this time will be informed of this change and any cancellation options for the contract via e-mail and in the ADMINISTRATIVE OFFICE.  

§ 2 ADDITIONAL CERTIFICATE SUBSCRIPTIONS

  1. ready2order has different CERTIFICATE ADDITIONAL ABOS, which differ according to the signatures contained in a year and the signature creation speed (in milliseconds). 
  2. Exceeding the CERTIFICATE ADDITIONAL ABOS: If the signatures included are exceeded within one year, the same CERTIFICATE ADDITIONAL ABOS is automatically charged again. Regardless of the remaining term of the CERTIFICATE, the full price of the CERTIFICATE SUPPLEMENT ABOS is due. The original CERTIFICATE validity period is not changed by the upgrade.

§ 3 Period of validity and cancellation

  1. CERTIFICATES are only issued for twelve months, unless they are issued automatically due to the CERTIFICATE ADDITIONAL ABOS being exceeded in accordance with Section 2 (2) of this Annex. CERTIFICATES shall be invoiced in advance.
  2. The CERTIFICATE SUPPLEMENTARY SUBSCRIPTION is automatically extended by the original contract term after expiry of the contract term, unless it is cancelled in compliance with the applicable notice period or another agreement has been made. The cancellation period and the form of cancellation are governed by § 10 of the GTC. In case of doubt, the cancellation of the SOFTWARE subscription shall be accompanied by the cancellation of the CUSTOMER's CERTIFICATE ADDITIONAL SUBSCRIPTION. 
  3. There will be no pro rata reimbursement for the remaining term of CERTIFICATES and CERTIFICATE SUPPLEMENTARY ABOS in the event of premature termination of the contractual relationship with Us or closure of ACCOUNTS.

§ 4 Registering the cash register with FinanzOnline

  1. The CUSTOMER has three options for registering the cash register with FinanzOnline: 
  1. automatic registration,
  2. independent registration,
  3. Registration by your own tax advisor.
  1. Automatic registration with FinanzOnline and automatic checking of the start receipt: WE offer the CUSTOMER the option of having our trusted business trustee (hereinafter referred to as "VWTH") create a FinanzOnline web service user for a fee and store it in the CUSTOMER's POS system. This allows the cash register registration and the check of the initial receipt to be carried out fully automatically. In order for our VWTH to be able to create a FinanzOnline Webservice user for the CUSTOMER, the CUSTOMER must grant this user a limited commercial trustee authorisation. This power of attorney will be revoked by our VWTH immediately after fulfilment of the cash register registration order. The CUSTOMER does not have to revoke this authorisation separately. If the automatic cash register registration fails for reasons for which the CUSTOMER is responsible (such as incomplete or incorrect data), we reserve the right to charge again for the new registration.
  2. Independent, manual registration with FinanzOnline and manual verification of the start receipt: With this type of registration, WE cannot provide the CUSTOMER with any support and the CUSTOMER is responsible for ensuring that the registration and verification of the start receipt are carried out correctly.
  3. Registration with FinanzOnline by the customer's tax advisor: It is possible for a tax advisor selected by the CUSTOMER to create a FinanzOnline web service user for the CUSTOMER and store it in the cash register or to carry out a manual registration with FinanzOnline (without using the FinanzOnline web service user). For this purpose, WE transmit all the information required for registration to the selected tax advisor after the CUSTOMER has entered the corresponding e-mail address in the ADMINISTRATION INTERFACE. With this type of registration, WE cannot provide the CUSTOMER with any support and the CUSTOMER is responsible for ensuring that the registration and verification of the start document are carried out correctly.

§ 5 Automatic annual document check

  1. The CUSTOMER has the option of either carrying out the annual document check required by the RKSV manually or having it carried out automatically by ready2order. 
  2. The automatic annual document check can be added to the CUSTOMER'S ADMINISTRATION PANEL for a fee. 
  3. ready2order cannot provide the CUSTOMER with any support for the manual annual document check and the CUSTOMER is responsible for ensuring that the annual document check is carried out correctly. 

§ 6 Failures

  1. If the signature creation device fails, the SOFTWARE can continue to be used (without restrictions). Only the failure is indicated in the QR code. As soon as the signature creation device is operational again, receipts are automatically signed again.
  2. If the Internet connection fails, OFFLINE MODE is available for using the SOFTWARE (see Section 5 (3) of the GTC). During OFFLINE MODE, however, there is no connection to the data capture protocol and no signed vouchers can be created. 

Annex 1 - Certification service providers 

PrimeSign (PrimeSign GmbH, Wielandgasse 2, 8010 Graz)

Appendix 1b - Provisions of the German KassenSichV

Preamble

  1. This appendix applies to CUSTOMERS who are subject to the German KassenSichV.
  2. Since 2020, electronic recording systems in Germany must have a certified technical security device (hereinafter referred to as "TSE") to protect them against tampering. Certain business transactions must be electronically signed and proof of signature must be affixed to the receipts.
  3. ready2order uses an external service provider for electronic signatures in order to implement the signature requirements on a cloud basis.

§ 1 TSE CERTIFICATE

  1. CERTIFICATES for a TSE must be issued by a certified service provider for a company's cash register based on its data (e.g. company name, address). The CUSTOMER is responsible for the accuracy of the data entered. 
  2. Only CERTIFICATES from service providers approved by ready2order can be used with the SOFTWARE. The providers used by ready2order can be found in Appendix 1. The purchase of a ZERTIFIKAT-ZUSATZ-ABOS is deemed to be an order to equip the cash register with a cloud-based TSS. The CUSTOMER must assign the CERTIFICATE to the cash register at the latest when the certified TSS becomes available, so that certain business transactions carried out with the CUSTOMER's cash register are signed by this service provider.
  3. WE reserve the right to change the service provider if necessary. CUSTOMERS who have a current CERTIFICATE SUPPLEMENTARY SUBSCRIPTION at this time will be informed of this change.  

§ 2 ADDITIONAL CERTIFICATE SUBSCRIPTIONS

  1. WE can offer different CERTIFICATE ADDITIONAL ABOS, which may differ in their scope, duration or other characteristics (e.g. number of signed documents, number of CERTIFICATES, signature speed). The exact conditions can be found in the respective offer. 
  2. Exceeding the ADDITIONAL CERTIFICATE ABOS: If the conditions of an ADDITIONAL CERTIFICATE ABOS expressly provide for a limit (e.g. the number of signed documents, number of certificates, etc.), WE reserve the right to charge an appropriate amount for the excess.

§ 3 Period of validity and cancellation

  1. Unless expressly provided otherwise in the terms and conditions of the acquired CERTIFICATE ADDITIONAL ABOS, acquired CERTIFICATE ADDITIONAL ABOS shall have a term of twelve months and shall be invoiced in advance.
  2. The CERTIFICATE SUPPLEMENTARY SUBSCRIPTION shall be automatically extended by the original contract term after expiry of the contract term, unless it is cancelled in compliance with the applicable notice period or another agreement has been made. The cancellation period and the form of cancellation are governed by § 10 of the GTC. In case of doubt, the cancellation of the SOFTWARE subscription shall be accompanied by the cancellation of the CUSTOMER's CERTIFICATE ADDITIONAL SUBSCRIPTION.
  3. There will be no pro rata reimbursement for the remaining term of CERTIFICATES and CERTIFICATE SUPPLEMENTARY ABOS in the event of premature termination of the contractual relationship with Us or closure of ACCOUNTS.

§ 4 Registration and deregistration of cash registers

  1. Depending on the statutory provisions, WE will ensure that the cash register can be registered or deregistered in accordance with the applicable regulatory requirements. However, the CUSTOMER is always responsible for the accuracy of the data entered.
  2. WE reserve the right to deregister a cash register if it is not used for a longer period of time. 
  3. The CUSTOMER also expressly authorises ready2order to store all authentication data relevant in connection with the TSE (e.g. PIN/PUK combinations, login data) for the CUSTOMER and to use these without further consultation with the CUSTOMER to the extent technically necessary.
  4. However, the timely and legally compliant registration and deregistration of cash registers always remains the sole responsibility of the CUSTOMER.

§ 5 Failures

  1. If the service provider fails, the SOFTWARE can continue to be used (without restrictions). However, the failure is automatically noted in the business transaction (e.g. on the receipt). As soon as the service provider is operational again, business transactions are automatically signed again.
  2. If the Internet connection fails, OFFLINE MODE is available for use of the SOFTWARE (see Section 5 (3) of the GTC). During OFFLINE MODE, however, there is no connection to the TSE and no business transactions can be signed. The failure is noted in the business transaction. If the cash register is operated in OFFLINE MODE for a longer period of time, WE cannot guarantee legal compliance.

Annex 1 - Service provider 

fiskaly (fiskaly Germany GmbH, Zeilweg 42, 60439 Frankfurt am Main)