General Terms and Conditions

1. General information
   1. docu tools GmbH is a professional software manufacturer whose "docu tools" software is used in particular for electronic documentation, management, and organization of construction processes, the condition of buildings and construction sites, and construction projects.
   2. The parties to the agreement (hereinafter referred to as the "client" or "ZZ") are companies within the meaning of § 1 (2) KSchG with which docu tools GmbH concludes an agreement for the provision of services in the above-mentioned or related areas of activity.
2. Scope of application
   1. All transactions between docu tools GmbH and the customer, i.e. even the provision of services free of charge during test phases or free user accounts, are subject to these General Terms and Conditions (hereinafter referred to as "GTC") as a supplement to the provisions of the direct agreement or order.
   2. Provisions contained in the customer's terms and conditions that conflict with these GTC shall only be effective if they have been expressly accepted in writing by docu tools GmbH.
3. Services provided by docu tools GmbH
   1. docu tools GmbH provides the client with software consisting of several applications, which is subject to ongoing updates and further development. If necessary or upon request, additional services are also provided, such as training, software customization, interface consulting, etc.
   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 in the EU at the Amazon data center in the Frankfurt region (Germany).
   3. docu tools GmbH reserves the right to change or withdraw the software and all specifications of this product, regardless of whether this is due to technical or operational reasons. The customer must be informed of this in writing, e.g. by email, at least two months before the changes come into effect.
4. Obligations of the client
   1. In order to use the products offered by docu tools GmbH, the client must first register on the website https://app.docu-tools.com, provide the required data (first and last name, contact details, etc.) and designate the owner of the organization (main user) and their access data. Registration may not be carried out using false data. The owner of the organization (main user) may, on their own responsibility, register employees of their company or authorized third parties as additional users in their organization, whereby no contract is formed between these additional users and docu tools GmbH.
   2. The client undertakes not to use any technical devices, software, or other data that could disrupt the operation of the docu tools GmbH system. In particular, the client is not entitled to make any changes to the docu tools software on their own.
   3. The client is obliged to ensure that its employees and third parties for whom it is responsible handle 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 through negligence by the client or its assistants.
   4. The customer may not misuse the software, transfer or sell it to third parties, grant licenses or sublicenses to third parties, rent or lease it to third parties, directly or indirectly, or trade it in any other way.
   5. If the docu tools software license is not used by the named owner of the organization (main user), but by various anonymous users who are associated with the customer, docu tools GmbH does not assume any services, liability, or warranty for errors, disruptions, or damage arising in connection with the use of docu tools software (user sharing).
   6. If, due to events for which the client is responsible, it becomes necessary to block the docu tools software, the client is obliged to pay the agreed remuneration and is liable for any damage caused thereby.
   7. The client agrees to be listed as a reference customer by docu tools GmbH, whereby docu tools GmbH will agree with the client prior to publication on the use of the client's logo, project data, etc.
   8. The client undertakes not to use the docu tools software or the services and disk space provided to store or distribute illegal content.
   9. The client bears sole responsibility for complying with legal regulations relating to the use of docu tools software.
   10. The client undertakes not to use docu tools software in any way that could infringe the rights of third parties or pose a threat to the security or activities of docu tools GmbH. The client releases docu tools GmbH from any liability for possible claims by third parties arising from a breach of these obligations.
   11. The client shall immediately notify docu tools GmbH of any changes to their registered office, address, or other relevant data. Otherwise, statements made by docu tools GmbH to the client using the most recently provided contact details shall be deemed to have been delivered. Any costs incurred as a result of providing incorrect data (e.g., in the case of incorrect accounting due to incorrect account details) shall be borne by the client.
   12. The client accepts that docu tools GmbH may also send him legally binding statements by e-mail or other electronic media, if necessary with an electronic signature (this also applies to invoices).
   13. Statements are deemed to have been delivered when the client can, under normal circumstances, retrieve them or familiarize themselves with their content.
5. Amounts and payment terms
   1. All amounts (unless otherwise stated) do not include VAT and any other fees.
   2. docu tools GmbH offers the following payment methods: bank transfer, credit card, and PayPal.
   3. Within one business day of receiving the signed and complete order, the license to use the ordered docu tools software will be activated for the designated owner of the organization (main user).
   4. In the event of late payment, the customer will be charged interest on arrears at a rate of 8.5% per annum on the outstanding amount; in addition, there will be reminder fees and necessary and reasonable costs associated with the intervention of lawyers and debt collection agencies.
   5. docu tools GmbH reserves the right to perform or deliver its own services only after full payment or performance of the service by the customer.
   6. Invoices issued by docu tools GmbH shall be deemed accepted if no written objection is lodged within three months of the invoice date and the client does not take legal action within the following two months.
   7. docu tools GmbH has the right to unilaterally increase the prices of its products within reasonable limits, with the inflation rate in Austria serving as a reference point. docu tools GmbH will inform the client of this at least two months in advance.
   8. Payments made by the payer without a specific purpose are always credited against the oldest debt.
   9. The possibility of the client offsetting claims against docu tools GmbH is excluded. The client's right of retention is also excluded.
6. Duration and termination
   1. When using docu tools software on a monthly basis, the client may terminate the contract with docu tools GmbH in writing with one week's notice, effective on the next billing date (simply send an email to sales@docu-tools.com).
   2. Agreements with a minimum term of more than one month may be terminated for the first time after the agreed minimum term has expired, subject to two weeks' written notice (an email sent to sales@docu-tools.com is sufficient). Termination of the agreement within the agreed term is not possible, and the client is obliged to pay the license fee for the entire agreed term of the agreement. If the contract is not terminated in writing with two weeks' notice on the last day of the minimum term, it is extended for another 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 client provides incomplete or false information or fails to provide the required evidence;
      2. the client is fourteen days late with payment. It is not necessary to set an additional deadline;
      3. bankruptcy proceedings have been initiated in relation to the principal's assets;
      4. there is reasonable suspicion that the benefits are being misused (including by third parties).
   4. In the event of termination of the contract, docu tools GmbH has the right and obligation to permanently delete all data created within the framework of the contractual relationship after 30 calendar days from the effective date of termination.
7. Access blocked
   1. Access to the website https://app.docu-tools.com may be temporarily or permanently blocked by docu tools GmbH in whole or in part at its own discretion if there are specific indications of a violation of the rules of proper use of the software (e.g., DDoS attacks, transmission of illegal content) and/or applicable law, or if there is another legitimate interest related to the blocking. When deciding on blocking, the legitimate interests of the client are duly taken into account.
   2. In the event of temporary access blocking, access rights will be reactivated after the blocking period has expired or the reason for the blocking has been definitively resolved.
   3. Permanently blocked access rights cannot be restored. Persons who are permanently blocked are permanently excluded from participating in the https://app.docu-tools.com service and cannot re-register with https://app.docu-tools.com as organization owners (main users). This applies to both registration as a main user and as an additional user.
8. Warranty and liability
   1. The client undertakes to take all necessary measures to ensure that there are no disruptions to the services provided by docu tools GmbH.
   2. If the customer has discovered or should have discovered a defect (or possible faults), this must be reported in accordance with § 377 UGB (Austrian Commercial Code) within a reasonable period of time, but in any case within 14 days. Otherwise, the customer cannot assert claims under the warranty, compensation for the defect itself, or for the erroneous belief that the goods were free of defects.
   3. The client is obligated to assist docu tools GmbH in remedying defects to the best of its ability and without remuneration.
   4. docu tools GmbH shall not be liable for defects, faults, or damage resulting from improper operation, modified operating system components, interfaces, and parameters, the use of inappropriate organizational measures and data carriers, if required, abnormal operating conditions (in particular deviations from installation and storage conditions), and transport damage.
   5. docu tools GmbH is not liable for any restrictions resulting from the need to carry out maintenance work.
   6. docu tools GmbH is solely responsible for its own services and not for faults that fall within the scope of responsibility of the client (e.g., computer hardware, operating system, network, etc.).
      1. If, for any reason, the customer requests a third party to remedy the defects, 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 additional period for doing so has elapsed.
      2. In the event that the client's programmers or third parties authorized by the client make subsequent changes or interfere with the docu tools software (changes to the software or necessary system settings) or in the event of application errors on the client's side, all warranties, compensation, and/or liability on the part of docu tools GmbH shall expire.
   7. The client's end devices and Internet connection are not covered by the services provided by docu tools GmbH. docu tools GmbH is not liable for damage or defects that are not within the scope of responsibility of docu tools GmbH (in particular connection errors, disruptions in public communication networks, lack of system requirements, etc.). docu tools GmbH cannot rule out the possibility of data loss or other disruptions during data synchronization, in particular due to problems with the client's Internet connection. 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 bears full responsibility for any use and/or other activities on the website https://app.docu-tools.com that are performed using their access data. Therefore, the client is obliged to store their access data in a safe place.
   9. docu tools GmbH, as a data processor acting on behalf of the client, is not responsible for the content of the client's data stored at docu tools GmbH; the client is the owner of their data and bears full and sole responsibility for its content.
   10. To the extent and for as long as obligations arise from force majeure, such as war, pandemics, terrorism, natural disasters, fire, strikes, lockouts, embargoes, government interventions, power failures, transport failures, failure of telecommunications networks or data lines, or legal changes that affect docu tools software only after the conclusion of the contract, cannot be fulfilled on time or cannot be fulfilled correctly, this does not constitute a breach of contract.
   11. In any case, docu tools GmbH shall only be liable in the event of intentional acts or gross negligence, and in the event of personal injury, also in the event of slight negligence.
   12. docu tools GmbH shall not be liable for damages caused to third parties or indirect damages, such as loss of earnings or loss of profits. docu tools GmbH shall also not be liable for any lost savings, loss of data, consequential damages, or damages resulting from third-party claims.
   13. If liability cannot be excluded on the basis of statutory provisions, liability is limited to the amount of one project fee or annual fee, and in any case to the amount of the insurance sum under the civil liability insurance of docu tools GmbH. If there are several injured parties and the total amount of damage is higher, the claims for damages of the individual injured parties shall be reduced proportionally.
   14. In the event of claims under warranty or civil liability by the customer, regardless of the legal basis, a period of six months from the date of discovery of the defect or damage shall apply. All warranty or civil liability claims by the customer must be reported—regardless of when the defect or damage was discovered—within two years of the first activation of the docu tools software license at the latest.
9. Software and documentation usage rights
   1. To the extent that the client has been provided with docu tools software or has been allowed to use it in any other way, the client has a non-exclusive, non-transferable, non-sublicensable, limited right, which may be revoked unilaterally by docu tools GmbH at any time, to use the docu tools software in its unmodified form.
   2. Unless otherwise agreed, the client shall have no further rights to the docu tools software. In particular, the client shall not acquire any rights to the software, in particular no rights to trademarks, patents, or other intellectual property rights.
   3. In the case of third-party software made available to the client by docu tools GmbH, the relevant license terms of the software manufacturer shall take precedence.
   4. All documents (in particular software documentation) made available to the customer by docu tools GmbH may not be reproduced or distributed in any way, either for a fee or free of charge.
10. copyright
    1. All property rights and copyrights, as well as all industrial property rights to the docu tools software (including, among others, images, photographs, animations, video material, 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, belong to 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. It is clearly stated that the rights to media (such as plans, photos, videos, etc.), comments, and notes saved by the client in the docu tools software remain the exclusive property of the client.
    3. The client may use the docu tools applications installed on end users' devices only in accordance with the guidelines for these services and only in conjunction with the services in question.
    4. The customer is not entitled to reproduce, decompile, or disassemble the docu tools software, unless (and only to the extent that) applicable law expressly permits this despite this restriction.
11. secret
    1. The client assures docu tools GmbH that all trade secrets that it has learned in connection with this agreement and its implementation will be treated as such and will not be disclosed to third parties, unless they are generally known, were not previously known to the recipient without any obligation of confidentiality, were not disclosed or made available to the recipient by a third party without any obligation of confidentiality, were demonstrably developed independently by the recipient, or must be disclosed on the basis of a legally binding decision by an administrative or judicial authority.
    2. Subcontractors employed by docu tools GmbH are not considered third parties, provided that they are subject to a confidentiality obligation in accordance with the provisions of this section.
    3. Any breach of confidentiality shall result in the client, docu tools GmbH, being liable for any damages arising therefrom.
12. The provisions
    1. Any decision by the client regarding the rights and obligations arising from the contract requires the prior written consent of docu tools GmbH. However, docu tools GmbH has the right 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 docu tools GmbH unilaterally decides otherwise.
    2. docu tools GmbH has the right to use the assistance of third parties, in whole or in part, to fulfill its obligations.
    3. docu tools GmbH excludes the possibility of claiming a reduction by half in accordance with § 934 ABGB (Austrian Civil Code).
    4. If individual provisions of these General Terms and Conditions prove to be invalid, this shall not affect the binding nature of the remaining provisions and agreements concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that most closely approximates its meaning and purpose.
    5. The contractual relationship is 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 obligations is Vienna. The court with jurisdiction for the district of Innere Stadt Wien is agreed as the place of jurisdiction.