Terms and Conditions

1. General information
   1. docu tools GmbH is a professional software manufacturer whose "docu tools" software is used in particular for the electronic documentation, management, and organization of construction processes, property and construction statuses, and construction projects.
   2. Contractual partners (hereinafter referred to as "Client" or "AG") are those companies within the meaning of § 1 (2) KSchG with which docu tools GmbH concludes a contract for services in the aforementioned or related areas of activity.
2. scope of application
   1. These General Terms and Conditions (hereinafter referred to as "GTC") apply to all transactions between docu tools GmbH and the customer, i.e. even for services provided free of charge during test phases or for a free user role, in addition to the provisions of a direct contractual agreement or order.
   2. Provisions in the client's terms and conditions that contradict these General Terms and Conditions shall only be effective if they are expressly acknowledged by docu tools GmbH in writing.
3. Services provided by docu tools GmbH
   1. docu tools GmbH provides the customer with software consisting of several applications, which is subject to ongoing updates and further development. If necessary or desired, additional services such as training, software customization, interface consulting, etc. are also provided.
   2. The software from docu tools GmbH is offered as a cloud solution. It is a cloud service hosted by Amazon Web Services EMEA SARL. All data and its automatic backups are stored within the EU in the Amazon data center in the Frankfurt region (Germany).
   3. docu tools GmbH expressly reserves the right to modify or discontinue the software and all specifications of this software product, regardless of whether this is done for technical or operational reasons. The customer must be notified of this in writing, e.g. by email, at least two months before it comes into effect.
4. Obligations of the client
   1. In order to use the products offered by docu tools GmbH, the customer must first register at https://app.docu-tools.com, provide the required data (name, contact details, etc.) and specify an organization owner (master user) and their access data. Registration may not be carried out using false data. The organization owner (master user) may, on their own responsibility, register employees of their company or commissioned third parties as additional users under their organization, whereby no contractual relationship arises between these additional users and docu tools GmbH.
   2. The client undertakes not to use any technical equipment, software, or other data that could impair the docu tools GmbH system. In particular, the client is not permitted to make unauthorized changes to the docu tools software.
   3. The client must ensure that its employees and third parties attributable to it treat the docu tools software with care and protect it from access by third parties. The client is liable to docu tools GmbH for any damage caused intentionally or negligently by the client or its vicarious agents.
   4. The customer may not misuse the software, transfer or sell it to third parties, license it to third parties or grant sublicenses for it, lend it or transfer it directly or indirectly to third parties through leasing or in any other form, or trade in it in any other way.
   5. If the docu tools software license is not used by a named organization owner (master user) but by various anonymous users attributable to the client, docu tools GmbH shall not provide any services or assume any liability or warranty for errors, malfunctions, or damage arising in connection with the use of the docu tools software (user sharing).
   6. If it becomes necessary to block the docu tools software due to events for which the client is responsible, the client shall in any case owe the agreed remuneration and shall also be liable for any damage caused thereby.
   7. The client agrees to be named as a reference customer by docu tools GmbH, whereby docu tools GmbH will coordinate the use of the client's logos, project data, etc. with the client prior to publication.
   8. The customer undertakes not to use the docu tools software or the services and storage space provided for the storage or distribution of illegal content.
   9. The client bears sole responsibility for compliance with legal regulations in connection with the use of docu tools software.
   10. The client undertakes not to use the docu tools software in any way that could cause harm to third parties or pose a security or operational risk to docu tools GmbH. The client shall indemnify and hold docu tools GmbH harmless from any claims by third parties arising from a breach of these obligations.
   11. The client shall immediately notify docu tools GmbH of any changes to its registered office or address or other essential data. Otherwise, statements made by docu tools GmbH to the contact details last provided by the client shall be deemed to have been delivered. Any costs incurred as a result of incorrect information (e.g., incorrect bookings due to incorrect account details) shall be borne by the client.
   12. The customer accepts that docu tools GmbH may send legally significant declarations to them by email or other electronic media, in some cases with an electronic signature (this also applies to invoices).
   13. Declarations shall be deemed to have been received as soon as the client can access or take note of them under normal circumstances.
5. Amounts and payment terms
   1. All amounts are subject to statutory sales tax and any other applicable taxes (unless otherwise stated).
   2. docu tools GmbH offers the following payment options: bank transfer, credit card payment, and PayPal.
   3. Within one working day of receipt of the signed and complete order, the license to use the ordered docu tools software will be activated for the specified organization owner (master user).
   4. For late payments, the customer will be charged default interest at a rate of 8.5% per annum on the outstanding amount; in addition, reminder fees and the necessary and appropriate costs incurred for the intervention of lawyers and collection agencies will be charged.
   5. docu tools GmbH reserves the right to provide or deliver its own services only after full payment or performance by the client.
   6. Invoices issued by docu tools GmbH shall be deemed accepted unless a written objection is raised within three months of the invoice date and the client does not take legal action within a further two months.
   7. docu tools GmbH is entitled to unilaterally increase the prices for its products appropriately, using the inflation rate in Austria as a benchmark. docu tools GmbH will inform the customer of this at least two months in advance.
   8. Non-earmarked payments made by the client are always credited against the oldest debt.
   9. The client may not offset any claims against docu tools GmbH. The client also has no right of retention.
6. Duration and termination
   1. When using the docu tools software on a monthly basis, the client may terminate the user agreement with docu tools GmbH in writing with one calendar week's notice to the next contract date (an email to sales@docu-tools.com is sufficient).
   2. Contracts with a minimum term of more than one month can be terminated in writing for the first time at the end of the agreed minimum term, subject to a notice period of two calendar weeks (an email to sales@docu-tools.com is sufficient). Termination on a specific date within the agreed term is not possible and the client is obliged to pay the license fee for the entire agreed term. If the contract is not terminated in writing by the last day of the minimum term, subject to a notice period of two calendar weeks, it shall be extended for a further year.
   3. Extraordinary termination of the contract by docu tools GmbH with immediate effect—in which case the client shall have no claims against docu tools GmbH—is possible under the following conditions in particular:
      1. the working group provides incomplete or incorrect information or fails to provide the required evidence;
      2. the AG is in default of payment for a period of fourteen days. It is not necessary to set a grace period;
      3. Insolvency proceedings have been initiated against the client's assets.
      4. there is reasonable suspicion that benefits are being misused (including by third parties).
   4. In the event of termination of the contractual relationship, docu tools GmbH is entitled and obligated to irretrievably delete all data created within the scope of the contractual relationship after 30 calendar days from the effective date of termination.
7. Blocking of access
   1. Access to https://app.docu-tools.com may be temporarily or permanently blocked by docu tools GmbH, either in whole or in part, at its own discretion, if there are concrete indications that the software is being used improperly (e.g., DDoS attacks, uploading illegal content) and/or applicable law, or if there is any other legitimate interest in blocking access. When deciding on a block, the legitimate interests of the customer will be taken into account appropriately.
   2. In the event of a temporary suspension, access authorization will be reactivated after the suspension period has expired or the reason for the suspension has been permanently removed.
   3. A permanently blocked access authorization cannot be restored. Permanently blocked persons are permanently excluded from participating in https://app.docu-tools.com and may not re-register on https://app.docu-tools.com as organization owners (master users). This applies both to registration as a master user and as an additional user.
8. Warranty and liability
   1. The customer undertakes to take all necessary measures to ensure that the services provided by docu tools GmbH are not impaired.
   2. If the client has discovered or should have discovered a defect (or any malfunction), this must be reported within a reasonable period of time, but in any case within 14 days, in accordance with § 377 UGB (Austrian Commercial Code). Otherwise, the client can no longer assert claims for warranty, compensation for the defect itself, or for any error regarding the defect-free nature of the item.
   3. The customer shall assist docu tools GmbH in remedying defects free of charge within the scope of its own capabilities.
   4. docu tools GmbH accepts no liability for defects, malfunctions, or damage resulting from improper operation, modified operating system components, interfaces, and parameters, the use of unsuitable organizational resources and data carriers, insofar as these are prescribed, abnormal operating conditions (in particular deviations from the installation and storage conditions), or transport damage.
   5. docu tools GmbH accepts no warranty or liability for restrictions due to necessary maintenance work.
   6. docu tools GmbH is only responsible for its own services, but not for defects within the sphere of influence of the customer (e.g., hardware, operating system, network, etc.).
      1. If the customer engages a third party to remedy defects for any reason whatsoever, the customer shall only be entitled to assert claims against docu tools GmbH if docu tools GmbH is unwilling or unable to remedy the defects itself even after a reasonable grace period for remedying the defects has expired.
      2. If programmers employed by the customer or third parties commissioned by the customer subsequently modify or interfere with the docu tools software (changes to the software or the necessary system settings) or if application errors occur on the part of the customer, any warranty, compensation and/or liability on the part of docu tools GmbH shall lapse.
   7. The customer's end devices and Internet connection are not covered by docu tools GmbH's services. docu tools GmbH is not liable for damage or defects that are beyond its control (in particular connection errors, disruptions to public communication networks, inadequate system requirements, etc.). docu tools GmbH cannot rule out the possibility that data loss or other impairments may occur during synchronization processes, in particular due to impairments in the client's Internet connections. In such cases, docu tools GmbH shall not be liable, regardless of any fault on the part of docu tools GmbH or one of its subcontractors.
   8. The client is fully responsible for any use and/or other activity on https://app.docu-tools.com that is carried out under their access data. Accordingly, the client must keep the access data safe.
   9. As a contract data processor, docu tools GmbH is not liable for the content of the client's data stored at docu tools GmbH; the client is the owner of its data and is fully and exclusively responsible for its content.
   10. To the extent and for as long as obligations are affected by force majeure, such as war, pandemics, terrorism, natural disasters, fire, strikes, lockouts, embargoes, sovereign interventions, power failures, transport failures, telecommunications network or data line failures, or changes in the law that only affect docu tools software after the contract has been concluded, this shall not constitute a breach of contract.
   11. docu tools GmbH shall only be liable in all cases for intent and gross negligence, and for personal injury also for slight negligence.
   12. docu tools GmbH shall not be liable for third-party damages or indirect damages such as loss of earnings or lost profits. docu tools GmbH shall also not be liable for any lost savings, lost data, consequential damages, or damages arising from third-party claims.
   13. If liability cannot be excluded due to legal regulations, liability shall be limited to the amount of the single project fee or an annual fee, but in any case to the amount of coverage provided by the business liability insurance of docu tools GmbH. If there are several injured parties and the total damage is higher, the compensation claims of the individual injured parties shall be reduced proportionally.
   14. A period of six months from the time the defect or damage becomes known applies to the assertion of warranty or liability claims by the client, regardless of the legal basis. All warranty or liability claims by the client must be asserted within two years of the initial activation of the docu tools software license at the latest, regardless of when the defect or damage became known.
9. Rights of use for software products and documentation
   1. Insofar as the docu tools software is provided to the customer or its use is otherwise enabled, the customer shall have the non-exclusive, non-transferable, non-sublicensable, limited right to use the docu tools software in unmodified form, which right may be revoked unilaterally by docu tools GmbH at any time.
   2. Unless otherwise agreed, the customer shall not be granted any further rights to the docu tools software. In particular, the customer shall not acquire any rights whatsoever to the software, in particular no trademark, patent, or other intellectual property rights.
   3. For third-party software products provided to the customer by docu tools GmbH, the respective license terms of the manufacturer of these software products shall apply.
   4. All documents (in particular the software documentation) provided by docu tools GmbH to the customer may not be reproduced or distributed in any way, either for a fee or free of charge.
10. copyright
    1. All ownership and copyrights, as well as all industrial property rights to the docu tools software (including, but not limited to, images, photographs, animations, video, audio, music, text, and "applets" contained in the software) and to the accompanying printed materials, as well as to any copy of the docu tools software, are owned by docu tools GmbH or subcontractors of docu tools GmbH. The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The docu tools software is licensed, not sold.
    2. For clarification purposes, it is hereby stated that the rights to media (such as plans, photos, videos, etc.), comments, and notes stored by the client in the docu tools software remain solely with the client.
    3. The customer may only use the docu tools applications installed on end-user devices in accordance with the specifications for these services and only in connection with the services in question.
    4. The customer is not entitled to reverse engineer, decompile, or disassemble the docu tools software, unless (and only to the extent that) applicable law expressly permits this notwithstanding this restriction.
11. confidentiality
    1. The client assures docu tools GmbH that it will treat all trade secrets that come to its knowledge in connection with this contract and its implementation as such and will not make them accessible to third parties, unless they are generally known, were already known to the recipient without any obligation to maintain confidentiality, are communicated or provided to the recipient by a third party without any obligation to maintain confidentiality, have been demonstrably developed independently by the recipient, or must be disclosed on the basis of a legally binding official or judicial decision.
    2. The subcontractors engaged by docu tools GmbH are not considered third parties insofar as they are subject to a confidentiality obligation corresponding to the content of this point.
    3. Violations of the confidentiality obligation shall result in the client being liable to docu tools GmbH for all damages incurred as a result.
12. Other provisions
    1. Any disposition by the client of the rights and obligations existing under the contract requires the prior written consent of docu tools GmbH. However, docu tools GmbH is entitled to transfer contracts to a third party even without the client's consent, in which case these GTC shall continue to apply to the contractual relationship unless otherwise specified unilaterally by docu tools GmbH.
    2. docu tools GmbH is entitled to use third parties in whole or in part to fulfill its obligations.
    3. The assertion of reduction by more than half pursuant to Section 934 of the Austrian Civil Code (ABGB) is excluded vis-à-vis docu tools GmbH.
    4. Should individual provisions of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes closest to its meaning and purpose.
    5. The contractual relationship shall be governed exclusively by Austrian law, excluding referral provisions and excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance and payment for all services and liabilities is Vienna. The court with jurisdiction for Vienna's Innere Stadt district shall be agreed as the place of jurisdiction.