General Terms and Conditions for all services and products of OL Services Ltd ("Provider").
The company OL Services Ltd (hereinafter "Provider") provides its services exclusively on the basis of the following General Terms and Conditions (GTC). These apply to all legal relationships between the provider and the customer, even if they are not expressly referred to.
These contractual terms and conditions apply to the use of the provider's software in accordance with the current product description and order sheet as software as a service ("SaaS") or cloud offering.
The version valid at the time of the conclusion of the contract shall be authoritative in each case. Deviations from these as well as other supplementary agreements with the customer are only effective if they are confirmed in writing by the provider.
Any terms and conditions of the customer are not accepted, even if known, unless otherwise expressly agreed in writing in individual cases. The provider expressly objects to the customer's GTC. A further objection to the terms and conditions of the customer by the provider is not required.
Changes to the GTC shall be notified to the customer and shall be deemed agreed if the customer does not object to the changed GTC in writing within 14 days; the customer shall be expressly informed of the significance of silence in the notification.
If individual provisions of these General Terms and Conditions are invalid, this shall not affect the binding nature of the remaining provisions and the contracts concluded on their basis. The invalid provision shall be replaced by a valid one that comes closest to the meaning and purpose.
The offers of the provider are subject to change and non-binding.
The software is operated by the provider as a SaaS or cloud solution. The customer is enabled to use the software stored and running on the servers of the provider or a service provider commissioned by the provider via an Internet connection during the term of this contract for his own purposes and to store and process his data with its help.
The Provider shall make the Software available to the Customer for use in the respective agreed version at the router exit of the data centre in which the server with the Software is located ("handover point"). The software, the computing power required for use and the required storage and data processing space shall be provided by the Provider. The Provider does not owe the establishment and maintenance of the data connection between the Customer's IT systems and the described handover point.
Furthermore, provided that there is an EDI connection between the customer and OL Services, the following functions are made available to the customer:
Provision of ongoing software updates: When updating the portal, care is taken to avoid "downtimes" (limited usage options) as far as possible (master/slave principle).
The installation of security updates.
The availability of the software at 98% on an annual average in accordance with the currently applicable manufacturer specifications.
Enquiries by e-mail to support.uk@OL Services.com or by phone to +49 30 52001660 (Germany) and +43 664 / 872 4343 (Austria) in German and English (from Monday to Friday from 09:00 to 17:00, excluding Austrian public holidays). Any changes in dates will be communicated in advance.
Use of SLA: Internal ticket-based processing of support requests.
Provision of the hotline/technical support for Ordering Parties are expressly not part of the Provider's scope of services. Orderer support shall be provided by the Ordering Party.
Details about the EDI integration can be found in the OL Services EDI Docs at: https://edidocs.OL Services.com/
Project planning: Customer and OL Services agree to define a project plan for the implementation of OL Services in cooperation immediately following the conclusion of the contract. That implementation on defined terms requires mutual commitment in the form of the project steps and timeframe agreed in the project plan. Timeframe.
The Provider draws the Customer's attention to the fact that restrictions or impairments of the services provided may arise that are beyond the Provider's control. This includes, in particular, actions of third parties not acting on behalf of the Provider, technical conditions of the Internet that cannot be influenced by the Provider, and force majeure. The hardware, software and technical infrastructure used by the customer may also have an influence on the services of the provider. Insofar as such circumstances have an influence on the availability or functionality of the service provided by the Provider, this shall have no effect on the contractual conformity of the services provided.
The Customer is obliged to notify the Provider immediately and as precisely as possible of any functional failures, malfunctions or impairments of the software in accordance with the agreements in the order sheet.
The Customer grants the Provider the right, for the purposes of executing the contract, to reproduce the data to be stored by the Provider for the Customer to the extent necessary to provide the services owed under this contract. The Provider shall also be entitled to keep the data in a failover system or separate failover computer centre. In order to eliminate malfunctions, the Provider shall also be entitled to make changes to the structure of the data or the data format.
The payment period and amount of compensation are determined by the offer accepted by the customer. The payment method is separately agreed upon and documented: options include payment by invoice, SEPA direct debit, and annual billing. Unless otherwise agreed, the monthly licence fee invoice is issued on the day of the contract conclusion for the respective month, in advance, and is due within 14 days from the payment due date. Unless otherwise agreed, the monthly licence fee will be invoiced on the first working day of each month, for the period in arrears, and is due for payment within 14 days. Unless otherwise agreed, any setup fees shall be due 14 days after receipt of the order. The payment has to be made by means of, at the conclusion of the contract, selected means of payment (direct debit or bank transfer).
If the customer delays the payment of a due remuneration by more than four weeks, the provider is entitled to block access to the software after 2 previous reminders with deadline and expiry of the deadline. The Provider's claim to remuneration shall remain unaffected by the blocking. Access to the software will be reactivated immediately after settlement of the arrears.
The provider can adjust the prices as well as the rates for an agreed remuneration according to the general price development after the expiry of the first year since signing the offer. If the fee increase is more than 5%, the customer may terminate the contractual relationship at the end of the current contract month.
In the event of default in payment by the customer, the statutory default interest shall apply at the rate applicable to business transactions. Furthermore, in the event of default in payment, the customer undertakes to reimburse the provider for any dunning and collection expenses incurred, insofar as they are necessary for appropriate legal action. In any case, this includes the costs of two reminders in the customary amount of currently at least € 20.00 per reminder as well as a reminder letter from a lawyer commissioned with the collection. The assertion of further rights and claims remains unaffected.
In the event of default of payment by the customer, the provider may immediately call due all services and partial services provided under other contracts concluded with the customer.
Furthermore, the provider is not obliged to provide further services until the outstanding amount has been settled (right of retention). The obligation to pay the fee remains unaffected.If payment in instalments was agreed, the provider reserves the right to demand immediate payment of the entire outstanding debt in the event that partial amounts or ancillary claims are not paid on time (loss of date).
The customer is not entitled to set off his own claims against claims of the provider, unless the customer's claim has been acknowledged by the provider in writing or has been determined by a court.
The customer shall support the provider in the provision of the contractual services to a reasonable extent.
The proper and regular backup of its data is the responsibility of the customer. This also applies to documents provided to the provider in the course of the contract.
For the use of the software, the system requirements resulting from the product description or the offer must be met at the customer. The customer bears the responsibility for this himself.
The customer must keep the access data provided to him secret and ensure that any employees to whom access data is provided also do so. The service of the provider may not be made available to third parties, unless this has been expressly agreed by the parties.
The customer must report any defects immediately, in any case within eight days after delivery / performance by the provider, hidden defects within eight days after detection of the same, in writing, describing the defect; otherwise, the performance shall be deemed approved. In this case, the assertion of warranty claims and claims for damages, as well as the right to contest errors due to defects is excluded.
In the case of justified and timely notice of defects, the customer is entitled to the right to improvement or replacement of the delivery / service by the provider. The Provider shall remedy the defects within a reasonable period of time, whereby the Customer shall enable the Provider to take all measures necessary for the examination and remedy of defects. The Provider shall be entitled to refuse to improve the performance if this is impossible or involves a disproportionately high effort for the Provider. In this case, the customer is entitled to the statutory rights of conversion or reduction. In the case of improvement, it is incumbent on the customer to carry out the transmission of the defective (physical) thing at his expense.
It is also incumbent on the customer to carry out the review of the performance for its legal, in particular competition, trademark, copyright and administrative law permissibility. The provider is only obliged to perform a rough check of legal admissibility. The provider is not liable for the legal admissibility of content in the case of slight negligence or after fulfilling any duty to warn the customer, if this was specified or approved by the customer.
The warranty is excluded for defects that are due to transport damage, operating system errors, hardware errors, modified operating system components, modified interfaces to other programs or devices, other modified parameters of the system environment, computer viruses or other malware.
The warranty period is one month from delivery/service. The right of recourse against the provider pursuant to § 933b para 1 ABGB is excluded. The customer is not entitled to withhold payments due to defects. The presumption of § 924 ABGB is excluded.
In cases of slight negligence, liability of the provider and those of its employees, contractors or other vicarious agents ("people") for property damage or financial loss of the customer is excluded, regardless of whether it is direct or indirect damage, loss of profit or consequential damage, damage due to delay, impossibility, positive breach of contract, culpa in contrahendo, defective or incomplete performance. The existence of gross negligence has to be proven by the injured party. Insofar as the liability of the provider is excluded or limited, this also applies to the personal liability of their "people".
Any liability of the provider for claims made against the customer based on the service provided by the provider (e.g. advertising measure) is expressly excluded if the provider has fulfilled his duty to inform or such a duty was not recognisable for him, whereby slight negligence does not harm. In particular, the Provider shall not be liable for litigation costs, the Customer's own legal fees or costs of judgment publications as well as for any claims for damages or other claims of third parties; the Customer shall indemnify and hold the Provider harmless in this respect.
The customer accepts that the provider cannot guarantee permanent freedom from errors and availability of the software, hardware and other services used or produced and therefore liability for damages due to software errors, software gaps, data leaks, data loss, stolen data or other exploitation of vulnerabilities is excluded. The use of the software is no substitute for human control of the transmitted or generated data. In case of maintenance or other failure of the software, it must be possible to fall back on manual processing of the customer.
Claims for damages by the customer expire in six months from knowledge of the damage; but in any case after three years from the infringing act of the provider. Claims for damages are limited in amount to the net order value.
If damages of the customer result from the loss of data, the provider shall not be liable for this, insofar as the damages would have been avoided by a regular and complete backup of all relevant data by the customer. The customer will carry out or have carried out a regular and complete data backup itself or by a third party and is solely responsible for this.
The provider, as a technical service provider, stores content and data for the customer, which the customer enters and stores when using the software and makes available for retrieval. The customer undertakes vis-à-vis the provider not to post any content and data that is punishable by law or otherwise illegal in absolute terms or in relation to individual third parties and not to use any programs containing viruses or other malware in connection with the software. The customer remains the responsible party with regard to personal data and must therefore always check whether the processing of such data via the use of the software is supported by appropriate permissions.
The customer is solely responsible for all of the content and processed data used and any legal positions required for this. The Provider shall not take any notice of any content of the Customer and shall generally not check the content used by the Customer with the Software.
In this context, the Customer undertakes to indemnify the Provider against any liability and any costs, including possible and actual costs of legal proceedings, if a claim is made against the Provider by third parties, including employees of the Customer personally, as a result of alleged acts or omissions of the Customer. The Provider shall notify the Customer of the claim and, to the extent legally possible, give the Customer the opportunity to defend the asserted claim. At the same time, the customer shall immediately provide the provider with all information available to him regarding the facts that are the subject of the claim in full.
Any further claims for damages by the provider shall remain unaffected.
The contract duration is 12 months from the date of order placement. After the agreed term expires, the duration will automatically extend for another 12 months at the agreed price, unless otherwise specified in the respective contract. If automatic renewal is not desired, this agreement can be terminated in writing with a notice period of three months in advance, unless the respective contract provides for a different arrangement.
Extraordinary termination for cause is reserved for both parties if the legal requirements are met. An important reason for the provider exists in particular if the customer is more than two months in arrears with the payment of a due remuneration despite a reminder. If the customer is responsible for the reason for termination, the customer is obligated to pay the provider the agreed remuneration less expenses saved by the provider until the date on which the contract would end at the earliest in the event of an ordinary termination.
Declarations of termination must be in text form to be effective. Compliance with this form is a prerequisite for the effectiveness of the termination. Telephone, fax or verbal agreements do not satisfy the written form requirement. Terminations via e-mail are valid only after confirmation by the provider to ensure and confirm successful delivery.
The parties are obligated to keep permanently secret, not to disclose to third parties, record or otherwise use all information about the respective other party that has become known to them or becomes known to them in connection with this Agreement and that is marked as confidential or is identifiable as business and trade secrets on the basis of other circumstances (hereinafter: "confidential information"), unless the respective other party has expressly consented in writing to the disclosure or use or the information is required to be disclosed by law, court decision or an administrative decision.
The information is not confidential information for purposes of this Section 12 if it is:
The obligations under this Section 12 shall survive the termination of this Agreement.
Assignment of the rights and obligations under this Agreement is permitted only with the prior written consent of the Provider. The Provider is entitled to entrust third parties with the performance of the obligations under this Contract.
The customer agrees that his personal data, namely name/company, profession, date of birth, company registration number, powers of representation, contact person, business address and other addresses of the customer, telephone number, fax number, e-mail address, bank details, credit card data, VAT number) for the purpose of fulfilling the contract and supporting the customer as well as for own advertising purposes, for example for sending offers, advertising brochures and newsletters (in paper and electronic form), as well as for the purpose of reference to the existing or former business relationship with the customer (reference). The customer agrees that electronic mail may be sent to him for advertising purposes until revoked. This consent can be revoked at any time in writing by e-mail, fax or letter to the contact details listed at the top of the GTC.
The contract and all mutual rights and obligations derived therefrom as well as claims between the Provider and the Customer shall be governed by Austrian substantive law, excluding its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods.
The place of performance is the registered office of the provider. In the case of shipment, the risk shall pass to the customer as soon as the provider has handed over the goods to the carrier chosen by it.
The place of jurisdiction for all legal disputes arising between the provider and the customer in connection with this contractual relationship shall be the court with subject-matter jurisdiction for the provider's registered office. Notwithstanding the foregoing, the Provider shall be entitled to sue the Customer at its general place of jurisdiction.
In so far as in this contract designations referring to natural persons are only stated in the masculine form, they refer to women and men in the same way. When applying the designation to specific natural persons, the respective gender-specific form shall be used.
For questions about these Terms of Service, please contact us at support@OL Services.com