Preamble
- For the business transactions of ready2order GmbH, Hintere Zollamtsstraße 17, 1030 Vienna, FN 437331i (hereinafter "ready2order", "WE" or "US"), the following General Terms and Conditions apply exclusively (hereinafter "Terms and Conditions"). Our contractual partner is hereinafter referred to as "CUSTOMER". The General Terms and Conditions are binding for all current and future business transactions with ready2order, even if they are based on them is not expressly referred to.
- Regulations that deviate from or supplement these General Terms and Conditions, in particular the CUSTOMER's general terms and conditions, will only become part of the contract if this has been expressly confirmed by US in writing.
- Links and references to documents and websites in these General Terms and Conditions correspond to the current status. These are subject to change and do not constitute an integral part of the General Terms and Conditions.
- For reasons of easier readability, gender-specific differentiation, such as customer, is not used. Corresponding terms apply to all genders in the spirit of equal treatment.
§ 1 The definition
Unless otherwise noted, the following definitions apply to these Terms and Conditions:
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ACCOUNT
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CUSTOMER's user account for using the SOFTWARE
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GTC
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these General Terms and Conditions including the appendices
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CONSULTANCY SERVICES
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see Section 9 (1) lit. a
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BETA FEATURES
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See Section 8 (5)
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LIVE OPERATION
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Operating mode of the SOFTWARE, which excludes the modification of all data relevant to financial law, see also Section 6 (1)
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MAIN CONTRACT
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these General Terms and Conditions
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ANNUAL CPI
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see Section 11 (3)
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POS INTERFACE
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Graphical user interface that is intended for creating invoices and is optimized for touch input and is offered as a ready2order APP and web application
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CRITICAL FAILURE
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see Section 9 (3) Letter b
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CUSTOMER
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respective contractual partner of ready2order
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SUBSCRIPTION or ABO
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non-exclusive right to use the SOFTWARE that is limited in time by the term of the contract
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ADDITIONAL SUBSCRIPTION
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Non-exclusive right to use certain additional functions of the SOFTWARE, limited in time by the term of the contract
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NON-CRITICAL FAILURE
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see Section 9 (3) Letter c
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OFFLINE-MODUS
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see Section 5 (3)
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ready2order, WE, or US
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ready2order GmbH, Hintere Zollamtsstraße 17, 1030 Vienna, FN 437331i
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ready2order-APP
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mobile application of the POS INTERFACE
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SERIOUS FAILURE
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see Section 9 h 3 Letter a
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SOFTWARE
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the contractual software from ready2order
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FAILURE
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see Section 9 (1) Letter b
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SUPPORT-WEBSITE
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support.ready2order.com
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TEST OPERATION
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Operating mode of the SOFTWARE that does not represent a cash register that complies with financial law requirements and is available before switching to LIVE OPERATION
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TEST ACCESS
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see Section 7 (1)
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TRAINING MODE
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Operating mode of the SOFTWARE that does not represent a cash register that complies with financial law requirements and is available after switching to LIVE OPERATION
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ADMINISTRATION AREA
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Graphical user interface designed for configuration and management of the POS INTERFACE as well as mouse/keyboard input and accessible via the web browser
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VWTH
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ready2order’s trusted financial trustee
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WEBSITE
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www.ready2order.com
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CSP
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Certification service provider
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CERTIFICATE
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see Section 6 (6)
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§ 2 Restrictions on the conclusion of the contract
- Our offer is aimed exclusively at entrepreneurs within the meaning of the UGB (Corporate Code) in the currently valid version. In the course of concluding the contract, WE expressly reserve the right to check the CUSTOMER's entrepreneurial status. WE do not enter into contracts with consumers within the meaning of the KSchG (Consumer Protection Act) in the currently valid version. The CUSTOMER confirms that he is not a consumer within the meaning of the KSchG and is liable to US for any financial disadvantage that results from the fact that he is a consumer within the meaning of the KSchG.
- For CUSTOMERS with their headquarters 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. If the CUSTOMER's VAT number subsequently proves to be invalid or incorrect, WE will retroactively challenge the contract in accordance with the rules for contesting errors. If a tax disadvantage or other damage occurs, ready2order expressly reserves the right to claim damages.
§ 3 Conclusion of contract
- A contract can be concluded between ready2order and the CUSTOMER in the following ways:
- by sending an offer through ready2order,
- at a ready2order sales location,
- in the ready2order online shop or
- through use of the “SOFTWARE” by the CUSTOMER.
- If a CUSTOMER receives an offer (or a link to an offer) from US by email, the contract is considered concluded as soon as the CUSTOMER confirms the offer by clicking on the corresponding button (acceptance). The period during which the offer is valid is specified in the respective offer. When the offer is accepted, the contract is concluded and the CUSTOMER is obliged to pay.
- If the contract is concluded at a ready2order sales location, the contract is concluded by personally making an offer to the CUSTOMER and the CUSTOMER accepting it (also verbally or implicitly).
- In the online shop, the offer to conclude a contract is made by the respective CUSTOMER who, after completing the order pages, clicks the corresponding button for the binding purchase. The CUSTOMER remains bound to this offer for 14 days from the moment the button is pressed. The contract becomes binding if WE accept the offer within this period. When ready2order accepts the offer, the CUSTOMER is obliged to pay. WE declare acceptance of the contract either by sending the order confirmation or the invoice in a separate email as soon as the goods leave our warehouse (shipping confirmation) or at the latest when the goods are delivered. This also applies if the CUSTOMER has already paid the purchase price before the contract is concluded or has been instructed to pay due to the chosen payment method. If, in this case, WE are unable to accept the order due to a lack of goods availability or the contract is not concluded for other reasons, WE will immediately refund the advance payment.
- If the contract is concluded through use of the SOFTWARE by the CUSTOMER, the contract is concluded by enabling the CUSTOMER to use the SOFTWARE by assigning a "SUBSCRIPTION" and the CUSTOMER makes use of this option after accepting the General Terms and Conditions in the currently valid version.
- When the contract is concluded, the CUSTOMER becomes entitled to use his SUBSCRIPTION. If the CUSTOMER has not used “TEST ACCESS” (see § 7), he will receive access to his user account, which he can log in using his company ID and password (hereinafter “ACCOUNT”).
- 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.
- The information obligations of Section 9 (1) and (2) as well as the obligations of Section 10 (1) and (2) ECG (E-Commerce Act) are mutually waived by the contracting parties.
§ 4 Subject of the contract
- Based on this contract, the CUSTOMER is granted the right to use the SOFTWARE for a fee. Unless otherwise agreed, the CUSTOMER receives the non-exclusive right to use the SOFTWARE, limited to the term of the contract, non-transferable, non-sublicensable, revocable and limited in content to the intended use within the CUSTOMER's company.
- Optionally, the following products and services can be offered by ready2order: Hardware for purchase or temporary rental as well as consulting and installation services in connection with the SOFTWARE.
- 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).
- 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 Terms and Conditions. The tariffs are presented daily and may not correspond to the CUSTOMER's tariff.
- WE can also provide tariffs that are limited to a certain transaction volume (so-called flex tariffs). A fixed-term contract is concluded that enables the creation of invoices up to a certain sales amount. Expansion of the transaction volume is possible.
- To use the SOFTWARE, the CUSTOMER requires a SUBSCRIPTION. Depending on the CUSTOMER's contract, a certain number of SUBSCRIPTIONS are included. Additional SUBSCRIPTIONS can be added or canceled. The CUSTOMER may only use his SUBSCRIPTIONS for his own purposes and may not, under any circumstances, transfer, sublicense or otherwise make them available to third parties.
- 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, with a SUBSCRIPTION only one device can be used at the same time. Additional SUBSCRIPTIONS are required for simultaneous use on multiple devices.
- The use of the ADMINISTRATION AREA depends on the tariff selected. Tariffs may provide for a limited or an unlimited number of SUBSCRIPTIONS for the ADMINISTRATION AREA. In the latter case, the ADMINISTRATION AREA can be used on multiple devices at the same time without purchasing additional SUBSCRIPTIONS. With limited SUBSCRIPTIONS for the ADMINISTRATION AREA, only one device can be used at the same time per SUBSCRIPTION.
- The specific service owed and the fee are determined by the personal offer of the respective CUSTOMER.
- 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 right to a tariff change if this is not provided for in the specific tariff model.
- Subsidiary agreements, assurances and other agreements made before an offer is made must be in writing to be effective. Verbal information or assurances of certain properties are therefore not binding unless they have been confirmed by US in writing. Any change to this provision must also be made in writing.
§ 5 Requirements for use
- The prerequisite for using the SOFTWARE is the installation of the “ready2order APP”. 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 devices. The range of functions of the SOFTWARE depends on the platform used.
- The CUSTOMER himself must ensure that the current security updates of his web browser and operating system are installed and that the hardware used is suitable for operating the SOFTWARE. The CUSTOMER is solely responsible for the functionality of his hardware, unless it was provided by ready2order. If hardware is provided to the CUSTOMER by US, Section 17 (6) must be observed in particular.
- Since the SOFTWARE is cloud-based, an active internet connection is required to use it. It is the CUSTOMER's responsibility to ensure that they have a secure internet connection with sufficient bandwidth. For certain applications, a temporary mode with limited functions (hereinafter "OFFLINE MODE") is available if the Internet connection fails. The CUSTOMER must ensure that the data generated offline is subsequently synchronized with the server.
- The use of the SOFTWARE is permitted only for lawful purposes. For example, use for the sale of illegal products is not permitted. WE reserve the right to block misused ACCOUNTS at any time and without notice.
- The CUSTOMER independently enters the relevant data of his company, such as products, prices, tax rates, customers and employees, into the SOFTWARE. This data forms the basis for the following use of the SOFTWARE. The CUSTOMER is responsible for the completeness and accuracy of this data.
§ 6 Financial regulations
- 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 occurs when the ACCOUNT is activated for the first time. When commissioning, the sales counter starts at EUR 0. It is the CUSTOMER's responsibility to check that no test bookings are included during commissioning.
- Once ready2order is put into LIVE OPERATION, invoices are created that cannot be deleted or changed without being logged to protect against manipulation. All invoice data is stored within the framework of tax law requirements. It is not possible to subsequently delete data that is subject to financial regulations. Canceled bookings remain saved in the system with the corresponding note.
- Before being put into LIVE OPERATION, the SOFTWARE is in “TEST OPERATION” (see Section 7 (3)). A switch to LIVE OPERATION is only possible if a SUBSCRIPTION is stored in the CUSTOMER's respective ACCOUNT. The switch to LIVE OPERATION is irreversible, but the "TRAINING MODE" can also be activated afterwards. Invoices created in TRAINING MODE cannot be changed without being logged, but are not counted as sales. This mode is intended in particular to enable the CUSTOMER's new employees to get to know the SOFTWARE.
- The CUSTOMER is responsible for configuring the SOFTWARE in accordance with the financial regulations applicable to it and for carrying out any necessary physical backups or archiving. ready2order expressly does not provide tax or financial law consulting services for the CUSTOMER, but only advises on the functions and use of the SOFTWARE.
- After termination of the contract between ready2order and the CUSTOMER, the CUSTOMER is responsible for exporting the data necessary for the financial retention obligations and for securing it for the accounting period as well as for making any reports to the tax authorities.
- Additional provision for CUSTOMERS who are subject to the Austrian BAO (Federal Tax Code) or the RKSV (Cash Register Security Ordinance) or the German KassenSichV (Cash Register Security Ordinance):
The signature requirement of Section 131b (2) BAO and the RKSV as well as the German KassenSichV prescribes a technical security device for cash registers that ensures the unchangeability of the records by means of a signature creation unit assigned to the individual CUSTOMER or the cash register. Each signature creation unit contains an individually issued “CERTIFICATE” for the respective CUSTOMER. These CERTIFICATES must be issued by a certified service provider and therefore incur additional costs. The CUSTOMER is fully responsible for acquiring an appropriate CERTIFICATE in order to fulfill the signature requirement. However, ready2order will support the CUSTOMER in applying for the CERTIFICATE. Further information can be found in the provisions of Annexes 1a and 1.
§ 7 Test access
- The CUSTOMER can register for an online demo on the WEBSITE or in the ready2order APP (hereinafter “TEST ACCESS”). This means that the SOFTWARE can be used free of charge and without obligation for a certain agreed period of time.
- In order to support the CUSTOMER in setting up and using the TEST ACCESS, WE are entitled to contact them if possible.
- While using TEST ACCESS, all invoices issued will indicate that the SOFTWARE is still in TEST OPERATION. The TEST OPERATION does not represent a cash register that complies with financial law requirements. Use for purposes other than the TEST OPERATION is expressly prohibited. In particular, it must not be used for accounting or tax evaluations and no invoices may be handed out to third parties. WE reserve the right to block misused ACCOUNTS at any time and without prior notice.
- As part of the free TEST ACCESS, any warranty and compensation claims are excluded. There is no legal entitlement to the support services in accordance with § 9 during TEST ACCESS.
- Once the TEST ACCESS has expired, it will be automatically deactivated. If necessary, it is possible to extend the duration of TEST ACCESS. However, there is no legal right to the extension.
- If the CUSTOMER decides to use the SOFTWARE after using the TEST ACCESS, his ACCOUNT will be activated for LIVE OPERATION and he can use this to go directly to LIVE OPERATION. WE would like to point out that when you switch from TEST ACCESS to LIVE OPERATION, all invoices created up to that point will be deleted (see Section 6 (1)). The settings, product groups, products, etc. are retained and are transferred to LIVE OPERATION.
- The possibility of using the TEST ACCESS can be expanded, reduced or discontinued by ready2order at any time and without giving a specific reason.
§ 8 Updates and BETA features
- WE strive to continually improve the SOFTWARE and adapt it to changing technical, economic and legal conditions. For this reason, WE can integrate new functions, but also switch off existing functions for a certain time or permanently. There are regular changes to the SOFTWARE, which are provided to the CUSTOMER via updates as part of the contract.
- If, in exceptional cases, an essential and fundamental function of the SOFTWARE has to be restricted or discontinued, the CUSTOMER is entitled - provided this function was already part of the contractual content when the contract was concluded - to a special right of termination, which he must exercise within 14 days of the restriction or discontinuation of the function.
- If additional functions are integrated into the SOFTWARE free of charge during the contract term, ready2order is entitled to discontinue these functions at any time without notice and without notice.
- 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.
- WE may offer the CUSTOMER to test new functions of the SOFTWARE in advance that may not yet be fully functional (hereinafter "BETA FEATURES"). The use of BETA FEATURES is free of charge and can be restricted or terminated by ready2order at any time. Warranty and compensation claims in relation to BETA FEATURES are excluded. The other contractual obligations of ready2order set out in these General Terms and Conditions do not apply to this, to the extent permitted by law.
§ 9 Support
- Support services from ready2order include the following activities after conclusion of the contract:
- Advice to the CUSTOMER via email, telephone or in person at one of ready2order's premises regarding the commissioning or use of the SOFTWARE (hereinafter "CONSULTING SERVICES"); CONSULTING SERVICES explicitly do not include tax or financial law consulting services that are expressly not provided by ready2order.
- Rectification of technical problems arising from the sphere of ready2order (hereinafter "FAILURES"); Elimination of problems that do not originate from the sphere of ready2order, in particular technical problems that are based on configuration or input errors by the CUSTOMER, which 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 upon delivery.
- If FAILURES occur when using the SOFTWARE, the CUSTOMER has to use the Trouble hotline (Monday to Sunday from 6 a.m. to midnight) or by email [email protected] to contact US.
- WE differentiate between the following types of FAILURES:
- "SERIOUS FAILURE": the ready2order SOFTWARE has stopped in LIVE OPERATION and is unable to process data. This refers to server-side problems that affect a larger number of CUSTOMERS and that also prevent the OFFLINE MODE from functioning.
- "CRITICAL FAILURE": Certain functions of the SOFTWARE are no longer usable for several CUSTOMERS. These features are completely broken and cannot be replaced using a workaround.
- "NON-CRITICAL FAILURE": The functions of the SOFTWARE can be used with restrictions.
- WE start with SERIOUS FAILURES
- during operating hours (Monday to Friday, 9:00 a.m. to 5:00 p.m.) after two hours at the latest with the problem solved,
- outside of operating hours (Saturday, Sunday, public holiday) within six hours at the latest to resolve the problem.
- With CRITICAL FAILURES, WE start
- during operating hours (Monday to Friday, 9:00 a.m. to 5:00 p.m.) at the latest after four hours to resolve the problem,
- outside of operating hours (Saturday, Sunday, public holiday) no later than after 72 hours to resolve the problem.
- In the case of NON-CRITICAL FAILURE, WE will begin resolving the problem within a reasonable period of time, although the prioritization of resolution of NON-CRITICAL FAILURE may depend on, among other things, the number of CUSTOMERS affected by the problem, the complexity of the problem and our internal problem-solving capabilities.
- If there is no FAILURE, support services are always CONSULTING SERVICES. CONSULTING SERVICES can be free or subject to a fee, depending on the SUBSCRIPTION or contract type purchased. If CONSULTING SERVICES are subject to a fee, the CUSTOMER owes an appropriate fee, unless a specific amount has been agreed as a fee. In any case, the CUSTOMER is only entitled to CONSULTING SERVICES if no other support is provided by ready2order for the CUSTOMER's concern (e.g. explanation on the "SUPPORT WEBSITE").
- If a CUSTOMER incorrectly classifies a problem with the SOFTWARE as a FAILURE and uses CONSULTING SERVICES from ready2order in this context, WE expressly reserve the right to subsequently charge for the CONSULTING SERVICES provided. This only applies if CONSULTING SERVICES are subject to a charge for the CUSTOMER and he has not already paid the corresponding amount.
- 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 Duration of the contract and termination of the contract
- 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.
- 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.
- For the ordinary termination, the following form must be complied with by the CUSTOMER: If termination cannot be made via the CUSTOMER'S ADMINISTRATION AREA, this is on ours SUPPORT-WEBSITE provided form (“Cancellation form”) must be filled out properly and clearly, signed by hand, scanned and sent to [email protected] using the email address registered with ready2order. Any other terminations have no legally binding effect and are irrelevant. If the CUSTOMER signs a cancellation by hand and sends it to ready2order without using the cancellation form, ready2order has no obligation, but the right, to accept this cancellation at its own discretion. In this case, however, the CUSTOMER automatically orders a monthly terminable license of the cash archive service, for which the current fees apply at the time of termination. The current fees for the cash archive service are here to find. The right to terminate for good cause remains unaffected.
- The following behaviour on the part of the CUSTOMER in particular shall be deemed good cause entitling READY2ORDER to terminate the contract without notice:
- The CUSTOMER is in arrears with the payment of an invoice, even if only partially, for more than one month.
- The CUSTOMER grossly violates his contractual obligations and does not end or eliminate this violation even after a warning from ready2order. The warning can be waived if the continuation of the contractual relationship with the CUSTOMER appears unreasonable due to the seriousness of the breach of duty or if success cannot be expected.
- 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.
- The CUSTOMER spreads untruths about ready2order or the SOFTWARE in the (social) media.
- The CUSTOMER dies or, in the case of a legal entity, is liquidated.
- Insolvency proceedings shall be opened against the CUSTOMER's assets or dismissed for lack of assets to cover costs.
§ 11 Remuneration and remuneration adjustment
- The prices of ready2order's services can be found in the CUSTOMER's respective offer or invoice.
- Unless otherwise stated, all prices quoted are exclusive of VAT and in EUR.
- ready2order is entitled to adjust the prices of the services for each extension term, but at most to the prices applicable for new customers at the time of the extension. The CUSTOMER will be informed of the price adjustment via email to the last announced email address no later than 6 weeks before the relevant extension term.
- It is expressly agreed that the current fees shall remain stable in value. I If the (calendar) annual average of Statistics Austria's consumer price index (hereinafter "ANNUAL CPI") changes, WE are entitled, but not obliged, to increase fees for the following calendar year in accordance with the increase in the ANNUAL CPI. If WE exercise this right, WE are also obliged to pass on reductions in the ANNUAL CPI and reduce the said fees in accordance with the reduction. WE inform the CUSTOMER about the adjustments by email. If the ANNUAL CPI is no longer published, its official successor will take its place.
- 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).
- 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 deadlines and offsetting
- 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 received in our account by the due date at the latest. If the CUSTOMER has given US a direct debit authorization, WE will automatically collect the amount within seven days of issuing the invoice. If the collection fails for reasons within the CUSTOMER's control (e.g. insufficient funds in the account) and ready2order incurs expenses as a result, these expenses will be charged to the CUSTOMER. For unsuccessful collection attempts, an amount of EUR 25.00 per collection attempt will be charged, whereby WE reserve the right to make up to 3 attempts to collect the outstanding debt.
- Invoices are made available to the CUSTOMER in electronic form and are deemed to have been received as soon as the CUSTOMER would have been able to access or take note of them under normal circumstances (for more information on receipt of declarations see § 13).
- All bank charges associated with the payment (e.g. charges for international transfers) are borne by the CUSTOMER.
- Payments during the year are only possible by means of electronically processable payment methods (e.g. direct debit, credit card).
- When paying by bank transfer, the CUSTOMER is obliged to correctly state the intended purpose of the bank transfer (as stated on the invoice). If the payment can only be assigned manually through research due to the incorrect intended use, the CUSTOMER must bear the processing costs for this. As long as the payment cannot be assigned due to the incorrect intended purpose, the invoice is considered unpaid.
- 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.
- If the CUSTOMER pays during the year and is more than a 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.
- 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 paid in full. In the event of such late payment, the CUSTOMER is also not entitled to CONSULTING SERVICES. The ongoing claim to payment remains unaffected by such a blocking of access. After the arrears have been paid, the CUSTOMER's access will be reactivated immediately.
- Payments are generally credited first against expenses and costs incurred, then against interest and finally against the outstanding capital.
- Offsetting our claims with counterclaims from the CUSTOMER is only permitted if these have been determined by a court or expressly acknowledged by US in writing.
- If the ready2order services are billed by a sales partner recognized by US, corresponding agreements between the sales partner and the CUSTOMER regarding payment terms take precedence over these General Terms and Conditions.
§ 13 Access to declarations and data changes
- WE can send the CUSTOMER all documents, messages, agreements and disclosures in connection with his ACCOUNT (in particular invoices, payment reminders, cancellations) to the last email address he provided.
- 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.
- Declarations are deemed to have been received as soon as the CUSTOMER was able to access or take note of them under normal circumstances. Within Austria, non-registered mail is deemed to have been received two working days after it is posted.
- Declarations are deemed to have been received even if the CUSTOMER did not receive them because he did not inform US about the change to his data.
§ 14 Confidentiality
- Both ready2order and the CUSTOMER are obliged to maintain confidentiality about all trade and business secrets of the other contracting party that were acquired in connection with the initiation or fulfillment of this contract and, subject to the consent of the contractual partner, not to make these accessible to third parties.
- This confidentiality obligation remains valid for three years after the end of the business relationship or, regardless of a business relationship, for three years after obtaining the offer.
- If one of the contracting parties is obliged by applicable law, by a decision of a court, an authority or in another way to disclose confidential information in accordance with paragraph 1, it will immediately inform the other contracting party of the content and scope of the disclosure obligation.
§ 15 Data protection
- The SOFTWARE enables the processing of personal data. The CUSTOMER decides independently and responsibly about entering data into the SOFTWARE. He consents to the corresponding data processing if he enters personal data into the SOFTWARE that relates to him (e.g. product and company data). If the CUSTOMER processes personal data from third parties (e.g. customers, employees, suppliers) using the SOFTWARE, he is responsible for ensuring an appropriate data protection basis for the data processing.
- The CUSTOMER must keep the access data and passwords for his ACCOUNT secret and protect them from unauthorized access by third parties. The CUSTOMER is liable for the unauthorized or misuse of his access data, provided he is responsible for this.
- All other provisions for order processing within the meaning of the GDPR (General Data Protection Regulation) can be found in the currently valid order processing contract of ready2order.
§ 16 Warranty and contestability
- WE guarantee an availability of the SOFTWARE of 99 percent on an annual average. This excludes circumstances for which ready2order's liability is excluded (see in particular Section 19 (4)). The warranty period for hardware is six months. When it comes to the warranty for hardware, the provisions of Section 17 (7) must be observed in particular.
- 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 be proven even in the first six months after handover.
- Any defects that occur must be reported by the CUSTOMER immediately (at the latest within 14 calendar days after delivery of the goods), specified and in writing. Hidden defects must also be reported immediately (at the latest within 14 calendar days of becoming known), specified and in writing. If the defect is not reported in a timely manner, the CUSTOMER's warranty and compensation claims as well as the right to challenge errors in relation to the defect not reported in a timely manner are excluded.
- In the event of a warranty, ready2order is entitled to determine the warranty remedy itself (improvement, replacement, price reduction or conversion). Excepted from this are those cases in which the right to conversion is granted by law. In this context, reference should be made to the Lex Specialis of Section 9 of these General Terms and Conditions - the legally provided warranty remedies with regard to the SOFTWARE only apply if ready2order has not fulfilled the obligation to make improvements in accordance with the stated provision.
- A price reduction may not be made independently by the CUSTOMER by reducing the agreed fee.
- Unless otherwise agreed in detail, the parties expressly waive the right to challenge or adjust contracts due to errors or shortening of more than half.
§ 17 Additional provisions for the purchase of hardware
- The hardware delivered remains the property of ready2order until the purchase price and all associated costs and expenses have been paid in full. In the event of compulsory enforcement of the goods that are still subject to retention of title, the CUSTOMER is obliged to inform ready2order immediately and to provide all information and documents that are or may be necessary to secure the existing claims.
- If the hardware is sent, the CUSTOMER bears the delivery costs and the risk of transport. The contract is fulfilled upon handover to the postal carrier.
- The CUSTOMER must accept minor delivery deadline delays without being entitled to a claim for damages or a right of withdrawal.
- If the CUSTOMER is in default of acceptance, WE are entitled
- either to store the goods with US, for which the corresponding storage fee will be charged, and at the same time to insist on fulfillment of the contract, or
- to withdraw from the contract after setting a reasonable grace period and to use the goods elsewhere; In this case, ready2order is entitled to withhold a processing fee of up to 30 percent of the sales price of the hardware provided to the CUSTOMER.
- The CUSTOMER only has a right of withdrawal in cases permitted by law; there are no rights of withdrawal beyond this. Since ready2order only concludes contracts with entrepreneurs, the CUSTOMER does not have any rights of withdrawal under consumer law regulations. In addition, the CUSTOMER is expressly advised that withdrawing from the hardware purchase contract does not also entitle the CUSTOMER to withdraw from other subscription contracts.
- The hardware that US provides to the CUSTOMER may only be used with the ready2order SOFTWARE. The CUSTOMER is solely responsible for any damage caused by the use of other services/apps.
- A warranty from US for the hardware that WE provide to the CUSTOMER only exists to the person who purchases this hardware from US (original buyer). WE have no warranty claims against other people - for example people who buy this hardware from CUSTOMERS (second purchaser). The CUSTOMER may also not assign warranty claims. The same applies to the right to challenge errors due to an error regarding the freedom from defects in the hardware that WE provide to the CUSTOMER. The CUSTOMER is obliged to inform people who purchase this hardware from the CUSTOMER (secondary purchaser) that no warranty claims and no right to dispute due to error as to whether the hardware is free of defects, which may exist due to the contractual relationship between the CUSTOMER and US, are transferred. The CUSTOMER is obliged to indemnify and hold US harmless against third parties with regard to warranty claims and claims for disputes due to errors as to whether the hardware is free of defects.
- If the CUSTOMER passes on or sells hardware that was purchased from US (original buyer) to a third party (second buyer), legal questions and data protection problems in connection with personal data stored on the hardware may arise. 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 unauthorized use or transfer of personal data.
- In order to make use of the warranty remedy for improvement, the CUSTOMER must consult ready2order (via our hotline or by email to [email protected]) and follow the repair process intended for the respective defect. If the process is not followed, the CUSTOMER will be charged the additional costs incurred. A return of the hardware to ready2order is also only permitted with prior agreement with US, otherwise no return processing can be carried out.
- 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 to use the SOFTWARE. The SIM card may neither be removed from the device nor used with another device. If the SIM card is used contrary to these provisions, the CUSTOMER is liable for any resulting damage that occurs to him, to ready2order or to third parties. ready2order's claims for payment remain valid, even if the CUSTOMER can no longer use the device in question due to his/her misconduct.
- If there are company logos, serial numbers or other identifying features of ready2order on the delivered goods, these may not be changed or removed.
§ 18 Additional provisions for the POS archive service
- Payments for the ‘Annual licence’ of the POS archive service must be made in advance for the entire term. In this case, payment is therefore due within 7 days of receipt of the invoice for the ‘Annual licence’ for the entire term (1 year).
- Payments for the ‘Monthly licence’ of the cash archive service are to be made in arrears for the respective month. In this case, payments are therefore due within 7 days of receipt of the invoice for the month in question.
- Unless otherwise agreed individually, contracts are concluded for a limited period of twelve months. During this period, the contract cannot be cancelled by either ready2order or the CUSTOMER.
- Contracts are automatically extended by the original contract term after expiry of the contract term unless they are cancelled in compliance with the applicable notice period or another agreement has been made. Unless otherwise agreed individually, a cancellation period of one month to the end of the contract term applies.
- Section 10 (3) and Section 10 (4) shall also apply here mutatis mutandis.
- Even if the CUSTOMER takes out another subscription during the term of the cash archive service, no payments for the cash archive service will be refunded, nor will the demand for such payments be waived. However, by concluding the subscription, the cash archive service is cancelled at the earliest possible date.
§ 19 Liability
- ready2order is obliged to pay damages in all possible cases in the event of intent or gross negligence, provided that the CUSTOMER proves to us that this was to blame. In the event of slight negligence, ready2order is only liable for personal injuries or damages in accordance with the PHG (Product Liability Act). Liability expires six months after the CUSTOMER becomes aware of the damage and the perpetrator, and in any case ten years after the service or delivery has been provided.
- ready2order is liable for indirect damages, loss of profit as well as positive damage to the extent that the profit has already been realized in a specific employment prospect, loss of interest, lack of savings, consequential and financial losses, damages from third-party claims as well as for the loss of data and programs and their restoration , to the extent permitted by law, not.
- Any liability on the part of ready2order is limited to the amount of the agreed subscription costs or the amount of the agreed service fee.
- In particular, ready2order is not liable for:
- Damage caused by incorrect operation, incorrect entries or configurations by the CUSTOMER,
- Damage caused by configurations of the SOFTWARE that were carried out by US at the CUSTOMER's request;
- Damage due to data not being backed up within the meaning of Section 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 Section 5 (3)) as well
- other damages that originate from the CUSTOMER’s sphere.
§ 20 Changes to the General Terms and Conditions
- WE reserve the right to adapt these General Terms and Conditions, particularly due to changes in the technical, economic and legal framework. The CUSTOMER will be informed about the change to the General Terms and Conditions via email to the last announced email address or in the ADMINISTRATION AREA.
- If the change to the General Terms and Conditions is to the detriment of the CUSTOMER, he has the right to object. This is due within one month of receipt of the information in accordance with paragraph 1 via email [email protected] to perceive. The deadline is met provided that the objection is received by ready2order within the stated deadline. Unless the CUSTOMER objects, the changes are deemed to have been approved and the contract will continue on the basis of the new General Terms and Conditions. The CUSTOMER is expressly informed of the right to object in the information in accordance with paragraph 1.
- If the CUSTOMER has effectively objected to a change to the General Terms and Conditions in accordance with paragraph 2, the contract with ready2order continues unchanged. In this case, however, US has a special right of termination with a notice period of two months (particularly if adhering to the contract is not technically, economically or legally possible or unreasonable for US). This right of termination must be exercised within one month via email to the CUSTOMER's most recently provided email address.
§ 21 Prohibition of contract and account transfer
- The CUSTOMER may not transfer contractual relationships with US to a third party.
- The CUSTOMER may only enter his own data in his ACCOUNT and not the data of a third party.
- If a contractual relationship is or is to be transferred by law (e.g. in accordance with Section 38 UGB), the CUSTOMER must inform US immediately about this and about any existing right to object.
§ 22 Applicable law, place of performance and place of jurisdiction
- This contract is subject to Austrian law, excluding the reference norms of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG).
- The place of performance of the services is Vienna.
- The exclusive place of jurisdiction for all current and future claims arising from or in connection with this contract is 1010 Vienna, Innere Stadt.
§ 23 Severability clause
Should individual provisions of these General Terms and Conditions be or become wholly or partially invalid, this will not affect the validity of the remaining provisions. The completely or partially ineffective regulation will be replaced by one whose economic success comes as close as possible to that of the ineffective one.