Terms and Conditions

The provider and contracting party is DAR LEAN DACH GmbH, Siezenheimer Straße 35, 5020 Salzburg, Austria, registered in the companies register of the Landesgericht Salzburg under FN 639761a (“Provider” or “we”).

These Terms and Conditions apply to all contracts for the provision and use of the “Nexoro” software and all related services, in the version in force at the time the contract is concluded.

Deviating or supplementary terms used by the customer do not become part of the contract unless we expressly agree to them in text form. Individually agreed terms — in particular a written offer or order confirmation — take precedence over these Terms.

Our services are aimed exclusively at businesses within the meaning of § 1 of the Austrian Commercial Code (UGB) and at legal entities under public law. By entering into the contract, the customer confirms they are doing so in the course of their commercial or independent professional activity. No contract is formed with consumers within the meaning of the Austrian Consumer Protection Act (KSchG).

The subject of the contract is the provision of the “Nexoro” software as a web-based application (Software as a Service) over the internet, in the booked scope, for the duration of the contract.

We owe the provision of the software in its current version, the operation and maintenance of the infrastructure required for it, and the granting of the usage right described in clause 8. Procuring internet access and the devices required for use is the customer's responsibility.

Installing the software on the customer's own systems and providing the source code are not owed under this contract.

3.1 Scope of services. The specific functional and service scope follows from the booked plan and the respective offer. Public statements, product demonstrations, and marketing claims do not by themselves give rise to a claim to any particular feature unless they were included in the offer.

The contract is formed when the customer accepts our offer, or at the latest when access is activated and used by the customer. Unless stated otherwise, our offers are valid for 30 days from issue.

The contract is entered into for an indefinite period and billed monthly. There is no minimum contract term and no lock-in period.

Either party may terminate the contract at any time, effective at the end of the current calendar month, without giving reasons. No notice period applies. Termination requires text form; an email to office@nexoro.net is sufficient. We confirm every termination in text form.

Where an annual plan at a reduced rate has been expressly agreed in an individual case, the term stated there applies instead; in that case, the contract only renews if we have notified the customer in text form of the upcoming renewal and the right to cancel it, at least four weeks before expiry.

The right of either party to terminate for good cause remains unaffected. Good cause exists for us in particular where the customer, despite two reminders and the setting of a grace period of at least 14 days, remains in arrears with a not insignificant amount, or persistently uses the software unlawfully.

We provide the software with an availability of 99.0% on a monthly average, measured by access to the application over the internet, for the respective calendar month.

Scheduled maintenance — announced at least 48 hours in advance and, where possible, performed outside business hours — does not count as downtime, nor do disruptions outside our sphere of responsibility, in particular outages of the customer's internet connection, force majeure, and disruptions at upstream providers that we could not avert despite exercising due care.

If we fall short of the committed availability in a calendar month, we credit the customer, on request, the pro-rata fee for the duration of the shortfall. The credit is capped at that month's fee. Further claims under clause 16 remain unaffected.

For incidents, the customer can reach us at office@nexoro.net. We begin processing within one business day (Monday to Friday, excluding Austrian statutory holidays).

We continuously develop the software further. Updates, bug fixes, security patches, and new features of the booked plan are included in the fee. No surcharge is charged for moving to a new version, and the customer is not required to purchase paid upgrades to maintain the contractually owed state.

We are entitled to modify the software insofar as this serves improvement, maintenance, security, or adaptation to changed legal or technical circumstances, and does not materially restrict the agreed scope of services.

If a material feature used by the customer is discontinued without replacement, we notify the customer in text form at least eight weeks in advance. In that case, the customer may terminate the contract for good cause, effective when the change takes effect, up until that point.

For the duration of the contract, the customer receives a non-exclusive, non-transferable, non-sublicensable right to use the software, within the agreed scope, for its own business purposes. Use by affiliated companies requires a separate agreement.

Not permitted: passing on access credentials to third parties, providing the software to third parties for payment, and attempting to decompile or reproduce the software, except where mandatory law permits it.

The right of use ends when the contract ends. Access to the customer's data is governed by clause 13. We do not provide for a contractual penalty for use after contract end; statutory claims remain unaffected.

The fee is based on the booked plan and, where agreed, on the number of user accounts set up. A user is any active account with its own login credentials. Deactivated accounts don't count.

The customer may increase or decrease the number of user accounts at any time. An increase is billed pro rata from the following month; a decrease likewise reduces the fee from the following month. There is no retroactive billing for past periods, no lock-in to the highest user count ever reached, and no penalty for a changing user count.

The amount of the fee follows from the booked plan. All prices are in euros, plus statutory VAT.

The recurring fee is invoiced monthly in advance. One-off services — in particular setup and data migration — are billed after they're performed. Additional services are billed at the agreed hourly rate for actual time spent; we inform the customer of the expected scope before starting.

Unless otherwise agreed, invoices are due for payment within 14 days of the invoice date. This applies to the software subscription as well as to one-off setup and data migration and to additional services.

In the event of late payment, the statutory default interest under § 456 of the Austrian Commercial Code (UGB) applies. We may claim reimbursement of reminder and collection costs only to the extent these were actually incurred, necessary for appropriate debt recovery, and reasonable in amount.

We only suspend access for late payment after two reminders and announcing the suspension in text form at least 14 days in advance. Even during a suspension, the customer’s right to a data export under clause 13 remains in place.

The customer may only set off undisputed or legally established counterclaims. A right of retention exists insofar as it is based on the same contractual relationship.

We may adjust fees at most once per calendar year. An adjustment is announced to the customer in text form at least eight weeks before it takes effect.

The customer may terminate the contract, effective when the adjustment takes effect, up until that point. We expressly point out this special right of termination in the announcement. If the customer does not terminate, the adjustment is deemed accepted.

We do not adjust prices within the first twelve months after the contract is concluded. There is never a retroactive adjustment.

• Access credentials must be kept secret and protected from third-party access. The customer notifies us without delay if abuse is suspected.
• The customer is responsible for the content and data it enters and for its lawfulness — in particular for the permissibility of processing any personal data it brings into the software.
• The customer uses the software within the bounds of applicable law and refrains from actions that impair the operation of the systems.
• The customer designates a contact person for handling the contract and keeps their contact details current.
• For incident reports, the customer provides the information needed to reproduce the issue.

If the customer breaches these obligations and we are consequently held liable by third parties, the customer indemnifies us against those claims to the extent it is responsible for the breach.

All data brought in by the customer and generated within the software remains the customer's data. We acquire no rights to it and use it exclusively to provide the contractual services.

The customer can export its data itself, at any time throughout the contract term, in common formats. On request, we additionally provide a complete data export; this is free of charge once, at contract end.

After the contract ends, we keep the data available for retrieval for 30 days. We then delete it, unless a statutory retention obligation applies. On explicit request, we delete it sooner. Deletion from backups happens as part of the regular backup rotation.

We create backups regularly. This does not relieve the customer of separately backing up data that is business-critical to it.

Insofar as we process personal data on the customer’s behalf while providing the service, the customer is the controller and we are the processor within the meaning of the GDPR. The details are governed by the data processing agreement under Art. 28 GDPR, which forms an integral part of this contract and is provided to the customer before processing begins.

Processing takes place within the European Union. The use of sub-processors and any transfer to a third country, together with its legal basis, are disclosed in the data processing agreement. We inform the customer in advance of intended changes to sub-processors and grant a right to object.

Both parties treat all information of the other party obtained in the course of the collaboration that is designated confidential, or is confidential by its nature, as confidential and use it only to perform the contract. This obligation continues for three years after the contract ends.

Excluded is information that is publicly known, that was already known to the recipient before disclosure, or whose disclosure is required by law or by a public authority — in the latter case, the recipient informs the other party in advance, to the extent legally permitted.

16.1 Warranty. We warrant that the software has the agreed characteristics during the contract term. The statutory warranty provisions apply. We neither shorten the warranty periods nor exclude the warranty.

As this is a continuing obligation, we remedy reported defects within a reasonable period. If this also fails after a reasonable grace period, the customer may reduce the fee for the affected period or terminate the contract for good cause.

16.2 Liability. We are liable without limitation for intent and gross negligence, for damages resulting from injury to life, body, or health, and under the Austrian Product Liability Act.

For slight negligence, we are only liable for breach of material contractual obligations — obligations whose fulfillment enables the proper performance of the contract in the first place and on whose observance the customer may regularly rely. In that case, liability is limited to the typically foreseeable damage and, in total, capped at twelve times the most recently applicable monthly fee.

For data loss, we are only liable to the extent of the cost that would have been incurred to restore the data had the customer maintained proper backups.

We are not liable for content the customer brings into the software, nor for damage arising from use of the software contrary to the agreed purpose.

Force majeure events that materially impede or make performance impossible — in particular natural disasters, war, official orders, strikes, epidemics, and large-scale power or telecommunications outages — release the affected party from its performance obligations for the duration of the disruption. The pro-rata fee is waived for the period the service is not provided. If the disruption lasts longer than six weeks, either party may terminate the contract for good cause.

We name the customer as a reference only with its express prior consent, and use its name, logo, or brand only to the extent consented to. Consent can be withdrawn at any time, with effect for the future.

We are entitled to engage subcontractors to provide the services. We are liable for their performance as for our own. The use of sub-processors in the data-protection sense is governed by clause 14.

We may change these Terms with effect for the future, where this is necessary to adapt to changed law, supreme-court case law, or changed services. We communicate changes in text form at least eight weeks before they take effect, and provide the amended version with the changes marked.

The customer may object to the changes in text form before they take effect. If it objects, the contract ends when the change would have taken effect, without disadvantage to the customer. We expressly point out the significance of silence and the right to object in the notice. Changes affecting the core scope of the service or the fee are not covered by this clause; clause 11 exclusively governs fees.

This contract contains no lump-sum contractual penalties. In particular, we do not agree on a penalty for hiring away staff, a penalty for a changing user count, or a penalty for running a particular software version. Only statutory claims apply.

Amendments and additions to the contract require text form. This also applies to waiving this text-form requirement.

Assigning rights and obligations under this contract to third parties requires the other party's prior consent, which may not be withheld without good reason.

Should individual provisions of these Terms be or become invalid, in whole or in part, the validity of the remaining provisions is unaffected. The parties undertake to replace an invalid provision with a valid one that comes closest to its economic purpose.

Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law.

Place of performance is the Provider’s registered seat. The court with subject-matter jurisdiction over 5020 Salzburg is agreed as the exclusive venue for all disputes arising from or in connection with this contract. We are also entitled to sue the customer at its general place of jurisdiction.

Provider: DAR LEAN DACH GmbH
Address: Siezenheimer Straße 35, 5020 Salzburg, Österreich
Register: FN 639761a, Landesgericht Salzburg
E-Mail: office@nexoro.net
Web: www.nexoro.net