General Terms and Conditions

1 Validity of the General Terms and Conditions
The business transactions of Virtual Addiction OG, Hauptplatz 5, A-6020 Innsbruck, FN. 597599y (hereinafter: VA), the following General Terms and Conditions shall apply exclusively. These General Terms and Conditions shall be binding for all current and future business transactions with VA, even if no express reference is made to them. Any provisions deviating from or supplementing these General Terms and Conditions – in particular general terms and conditions of business or purchase of customers – shall only become part of the contract if this has been expressly confirmed in writing by VA.

2 Offer and conclusion of contract
2.1 Offer
VA’s offers are subject to change unless they are expressly designated as binding. The contractual partner’s order shall only be deemed to have been accepted upon confirmation of the order by VA, whereby a contract is concluded. Conclusion of contract: The product descriptions contained in VA’s online store do not constitute binding offers on the part of the seller, but serve for the submission of a binding offer by the customer.

2.2
The Customer can submit the offer via the VA homepage (or Calendall homepage) using the online order form integrated into the Seller’s online store. The customer goes through the electronic ordering process and can click to complete both a free trial subscription and an actual purchase. Furthermore, the customer can also submit the offer to the seller by telephone, fax, e-mail or post.

2.3
The contract between VA and the customer is concluded when the customer has selected the number of employees and the subscription model in the ordering process. An invoice is then sent to the customer and the login is activated for the customer upon receipt of payment.
VA may accept the Customer’s offer within five days by sending the Customer a written order confirmation or an order confirmation in text form (fax or e-mail), whereby the receipt of the order confirmation by the Customer shall be decisive in this respect, or by delivering the ordered goods/software to the Customer, whereby the receipt of the goods by the customer is decisive in this respect, by requesting the customer to pay after placing the order, or if payment by direct debit is offered and the customer opts for this method of payment, by collecting the total price from the customer’s bank account, whereby the time at which the customer’s account is debited is decisive in this respect.
If several of the aforementioned alternatives exist, the contract is concluded at the point in time at which one of the aforementioned alternatives occurs first. The period for accepting the offer begins on the day after the offer is sent by the customer and ends at the end of the fifth day following the sending of the offer. If the seller does not accept the customer’s offer within the aforementioned period, this shall be deemed a rejection of the offer with the consequence that the customer is no longer bound by his declaration of intent.

2.4
When submitting an offer via the seller’s online order form, the contract text is saved by the seller after the contract is concluded and sent to the customer in text form (e.g. email, fax or letter) after the customer has sent their order. The seller will not make the text of the contract available beyond this. If the customer has set up a user account in the seller’s online store before sending his order, the order data will be archived on the seller’s website and can be accessed free of charge by the customer via his password-protected user account by entering the corresponding login data.

2.5
The German language is available for the conclusion of the contract.

3 Confidentiality, data protection
The Customer hereby irrevocably undertakes to maintain confidentiality about all business and trade secrets made accessible to him by VA, made available to him or otherwise made known to him in connection with or due to a business relationship or contact with VA and not to make them accessible to third parties in any way whatsoever without the consent of VA. The confidentiality obligation shall remain in force for 3 years after termination of the business relationship with VA.

VA has no access to the Customer’s data. VA only monitors the Customer’s account, which is stored and managed on Amazon Web Service (AWS). All collected data is stored on AWS. The data is used exclusively for the software itself and for improvements to it. VA complies with all data protection provisions of the GDPR and the company’s privacy policy.

4 Prices, terms of payment and support
4.1
Prices are quoted in EURO. The statutory value added tax shall be charged additionally at the applicable rate.
The currently valid VA price list shall apply. The VA price list is valid until revoked. After expiry of the subscription, the prices may be changed by VA, whereby the customer will be informed of this in good time VA offers – until revoked – free telephone support. In the event of revocation, VA shall provide the Customer with a corresponding cost estimate.

4.2 Subscription model
VA offers the customer a subscription model, whereby invoicing takes place upon conclusion of the contract for the respective contract period (annually, semi-annually or monthly).

4.3 Default interest
Even if the Customer is in default of payment through no fault of his own, VA shall be entitled to charge default interest in the amount of 8% per annum; this shall not affect claims for compensation for proven higher interest in the event of default of payment through no fault of his own.

5 Place of performance and transfer of risk
The place of performance is the current registered office of Virtual Addiction OG – currently Hauptplatz 5, A-6020 Innsbruck.
The risk of accidental loss or any changes to the data when downloading and sending via the Internet shall be transferred to the customer with the VA network interface.

6 Retention of title, rights of use
VA grants the Customer the non-exclusive right to use the purchased software in accordance with the following conditions; otherwise, all rights to the software and the documentation shall remain with VA.
Upon legally valid conclusion of the contract, the Customer shall receive the right to use the copyright-protected exploitation right of the owner VA for himself. Transfer to third parties is not permitted. The right to dispose of the rights of use of the delivered software shall only be transferred to the customer upon full payment by the customer. The license terms that the customer concludes directly with the respective software manufacturer, such as Microsoft, SAP or third-party providers, shall apply to the standard software supplied.

7 Delay
The delivery period for the login is a maximum of 7 days. However, VA shall endeavor as a company to set the delivery periods as short as possible. Unless expressly agreed as binding, they shall be non-binding and shall always be understood as the expected time of provision and handover to the Customer.

Withdrawal from the contract by the customer due to delayed delivery is only possible after setting a reasonable – at least two-week – grace period.

8 Warranty
VA warrants that the products/software have the contractually agreed properties, but VA does not warrant that the software will be used for a specific purpose by the Customer
The warranty period is 12 months from acceptance. Any defects that occur must be reported by the Customer immediately, specifically and in writing. In the case of warranty, VA is entitled to determine the type of warranty (improvement, replacement, price reduction or conversion) itself.
If the Customer discovers significant defects after acceptance, he is entitled to have these remedied by VA within the scope of the warranty.
If VA remedies defects outside the warranty or provides other services or services, these will be charged according to the valid price list of VA at cost.

9 Compensation
In all cases under consideration, VA shall only be liable for compensation in the event of intent or gross negligence. In the event of slight negligence, VA shall only be liable for personal injury. Liability shall expire 12 months after knowledge of the damage and the damaging party. In any case, VA shall not be liable for loss of data and programs, as well as damage to the Customer’s data and its recovery.
VA shall not be liable for damage caused to the Customer by program errors caused by slight negligence. However, VA shall rectify these as quickly as possible to the best of its ability; however, there is no legal entitlement to this.

VA shall not be liable for data leaks or data dumps, or damage caused by power failure or internet failure on the part of AWS or the customer.
VA shall not be liable for indirect damage, loss of profit, loss of interest, failure to make savings, consequential damage and financial loss, damage arising from third-party claims.

If, in any case whatsoever, a penalty has been agreed, this is subject to the judicial right of moderation. The assertion of damages in excess of the penalty is excluded.

10 Termination
Both parties generally have an extraordinary right of termination for good cause.

11 Place of jurisdiction and choice of law
11.1 Place of jurisdiction
It is agreed that the courts at the registered office of VA shall have exclusive jurisdiction to decide all disputes arising from a contract – including those concerning its existence or non-existence.

11.2 Choice of law
The contract is subject exclusively to the law of the Republic of Austria, excluding the UN Convention on Contracts for the International Sale of Goods.

12 Further provisions
12.1 Severability clause
Should any provision of these Terms and Conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity of all other provisions of the contract. The contracting parties shall replace the legally invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the content and purpose of the legally invalid or unenforceable provision. Amendment of the written form requirement.

12.2 Offsetting
Offsetting against claims of VA with counterclaims of any kind whatsoever is excluded.

12.3 Subcontractors
The use of subcontractors is always permitted.