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GENERAL TERMS AND CONDITIONS OF CODE Q WEB FACTORY GMBH
This Agreement sets forth the general terms and conditions under which Code Q Web Factory GmbH agrees to provide the Services and the Customer and End User agree to use the Services. By accessing or using the Services, Customer and End User acknowledge that they have read, understand, and agree to be bound by this Agreement, Code Q Web Factory GmbH's Privacy Notice, and the End User Conduct and Content Policy. Persons who do not agree to be bound by the terms of this Agreement should not access or use the Services.
1. Data of the service provider
Company: Code Q Web Factory GmbH
Legal form: Limited liability company
Registered office: Vienna
Business address: 1070 Vienna, Stuckggasse 1/8a
Commercial register court: Vienna Commercial Court
Commercial register number: 501967m
Managing director: Roland Schütz, born. 30.11.1987
Sales tax ID: ATU73860609
Chamber affiliation: Vienna Chamber of Commerce
Trade law: Trade Regulation Act (BGBl. No. 194/1994 as amended)
Phone: +43 676 45 16 731
The Service Provider concludes contracts for NEOSidekick and AI Sidekick exclusively using these General Terms and Conditions (the "GTC"). These GTC apply to all business relationships between the Service Provider and its customer (the "Customer"). Any deviating, conflicting or supplementary GTC of the Client shall only apply if expressly agreed in writing. A conclusive acknowledgement of deviating GTC of the Client is excluded.
The service provider is entitled to change these GTC at any time. In the event of an amendment to the GTC, the Service Provider shall inform the Client; if the Service Provider does not object to the amendment to the GTC within 14 calendar days of notification of the amendment to the GTC, the amended GTC shall enter into force. If the Client objects to a change in the GTC, this shall entitle the Service Provider to terminate the contractual relationship with the Client for good cause in accordance with Section 5.2 of these GTC.
2. SERVICES OF THE SERVICE PROVIDER
The service provider provides the software AI Sidekick, which allows to develop concepts and content in a chat-based interface supported by our software. For this service we use Open AI GPT-4 and DeepL among others.
It is possible that the functionality will be adapted, for example to meet a legal change or customer requirements.
The service provider will carry out the customer's orders with the diligence of a prudent businessman. He is allowed to use suitable subcontractors for the fulfillment of the order, for whose performance the service provider is responsible.
4. RIGHT OF RETURN
The customer has a 14-day right to return a subscription without giving any reason. In this case, he/she will receive the full amount back without any deductions, even in case of full use of the service during this period. After that, the customer can cancel at any time with the end of the already paid subscription period, without further costs.
3. LIABILITY AND WARRANTY
The Service Provider is liable to the Client for the timely performance of the services agreed with the Client, whereby a liability for damages on the part of the Service Provider is limited to cases of intent and gross negligence.
The Service Provider shall not be liable in cases of mere slight negligence, nor for consequential harm caused by a defect, nor for loss of profit. Any liability of the service provider is limited to the amount of the fee to be paid by the client to the service provider for the execution of the order (excluding VAT and cash expenses).
If the service provider uses products or services of third parties for the execution of the order, the service provider's liability is limited to assigning to the client those claims (e.g. for warranty, guarantee or damages) to which the service provider is entitled against the aforementioned third party.
Claims for damages are to be asserted by the customer in court within six months from knowledge of the damage and the damaging party.
The customer is subject to the obligation to notify defects in accordance with § 377 UGB, whereby any defects must be notified to the service provider in writing within a reasonable time, but no later than fourteen calendar days after delivery, with a concrete description of the type and content of the alleged defect. In the event of a complaint, the service provider shall be given the opportunity to fully investigate the defects alleged by the customer and to rectify them within a reasonable period of time, which shall be at least fourteen calendar days.
4. FORCE MAJEURE
Neither of the contracting parties shall be obliged to fulfill the contractual obligations in the event of force majeure (e.g. fire, flood, war, industrial action measures, technical problems not culpably caused by a contracting party, such as power failures).
A claim of a contracting party for compensation of damages incurred by it due to the fact that the other contracting party is unable to perform contractual services or is unable to perform them properly due to force majeure shall be excluded, unless there is insurance coverage of a liability insurance for such damages.
5. DURATION OF THE CONTRACT, TERMINATION AND CONVENTIONAL PENALTY
Contracts concluded between the Service Provider and the Customer, which are continuous obligations, are concluded for an indefinite period of time. Such contracts may be terminated by either party at the end of a calendar month with a notice period of three months. Contracts concluded between the Service Provider and the Client which have as their object target obligations shall be concluded for a definite period of time. They shall end as soon as the service provider offers its service to the client for acceptance at the agreed time and place.
Contracts concluded for an indefinite period of time as well as for a definite period of time may be terminated by either party for cause with immediate effect. Extraordinary termination shall be effected by registered letter stating the reason for termination.
Good cause entitling both parties to extraordinary termination shall be understood to mean in particular: (a) the breach of a material provision of the contract by one party despite a reminder and the setting of a reasonable period of grace by the other party, which must be effected by registered letter; (b) a material deterioration of the economic situation of a party to the contract which seriously jeopardizes the complete and actual performance of the contractual obligations.
Good cause, which entitles the Service Provider to extraordinary termination, shall be understood in particular as: (a) a delay in payment by the Client despite a reminder and setting of a grace period of at least fourteen days by the Service Provider, which must be made by registered letter; (b) a delay by the Client in the provision of data or material or the granting of instructions, which is/are necessary for the Service Provider to fulfill the contractual obligations, despite a reminder and setting of a grace period of fourteen days by the Service Provider, which must be made by registered letter.
As an important reason, which entitles to the extraordinary termination by the customer is to be understood in particular: A delay in performance by the service provider despite a reminder and the setting of a reasonable, but at least fourteen-day grace period by the client, which must be made by registered letter.
6. DATA PROTECTION
The contracting parties undertake to comply with the provisions of the Data Protection Act (DSG 2018) or any statutory regulation replacing it, as amended from time to time.
In particular, the Contracting Parties undertake to treat as confidential all information of which they become aware exclusively on the basis of the contractual relationship between the Service Provider and the Customer and which is designated as confidential by the respective other Contracting Party or the confidential nature of which is recognizable when due care is exercised. Furthermore, the contracting parties undertake in particular to keep business and trade secrets of the other contracting party secret and, unless it is necessary for the fulfillment of the contract, not to record, pass on or otherwise exploit them.
The Client grants the Service Provider the right to disclose the Client and the services provided to the Client as a reference client for advertising and marketing purposes, in particular on the Service Provider's website by linking to the Client's website and/or attaching a screenshot of the Client's website.
7. PLACE OF JURISDICTION AND CHOICE OF LAW
For all disputes arising from or in connection with these GTC, including a dispute about their existence or non-existence, the exclusive jurisdiction of the court having subject-matter jurisdiction at the registered office of the Service Provider is agreed. However, the service provider has the option to alternatively assert its rights at the general place of jurisdiction of the customer.
The legal relationship between the customer and the service provider shall be governed by Austrian law, excluding the conflict of laws rules of private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods.
8. FINAL PROVISIONS
Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these GTC. In such a case, the contracting parties shall endeavor to replace the invalid or unenforceable provision with a valid or enforceable provision whose content comes as close as possible to the provision to be replaced.
Item 9. and Item 10. of these GTC shall apply mutatis mutandis to all contracts concluded between the Customer and the Service Provider in the absence of any agreement to the contrary in individual cases.
Vienna, May 2023