General Terms and Condition
General information / Validity
- Robert Gruber – hereinafter referred to as Gruber Webservices – provides its services exclusively on the basis of these General Terms and Conditions. These apply to all future business relations, even if no specific reference is made to. The terms and conditions are available online at http://GruberWeb.com/en/terms-and-conditions
- Any additional verbal agreements, supplements and modifications to these terms and conditions are only valid if confirmed in writing.
- Deviating, contradictory or additional general business terms and conditions, even when known, shall not become part of any contract whatsoever, unless explicitly agreed to their validity in writing by Gruber Webservices.
- If any provision of these Terms is invalid, this shall not affect the validity of the remaining provisions and concluded pursuant to contracts. The ineffective provision shall be replaced by an effective provision which comes closest to the intended purpose.
Conclusion of contract
- Gruber Webservices` proposal including the scope of service and renumeration respectively the customers` order is the basis for the conclusion of contract. All offers are not-binding and without obligation.
- After receiving the customer order Gruber Webservices will send the order confirmation with all details. The contract is concluded when order confirmation has been approved by Customer (signed order confirmation) and returned to Gruber Webservices (Exception incidents, see also Section 16.1).
Scope of services, Order fulfillment and Customer Responsibilities
- The services to be performed by Gruber Webservices arise from the order confirmation respectively on the basis of a contract, and from the description of services included therein. Subsequent changes require the written form.
- The customer will provide Gruber Web services immediately with all information and documents which are necessary to ensure proper performance of the services, even if circumstances become known during the performance of the contract. The customer covers any expenses caused by any work Gruber Webservices is forced to redo or to delay due to incorrect, later corrected or incomplete specifications or information.
- The customer is obliged to examine all documents which are provided with reference to possible infringement of copyrights or any other rights of third parties. Gruber Webservices is not liable for an infringement of third-party rights. In any case Gruber Webservices must be indemnified and held harmless. The customer is to compensate all financial and other disprofits (inclusive immaterial damages) to Gruber Webservices.
Third-party-services / Hiring Third-parties
- Gruber Web services reserves the right in its sole discretion to perform the service itself, or to use services of third parties.
Term, and appointment arrangements need basically the written form. Gruber Webservices will endeavour to meet the agreed dates. In the event that the agreed dates are not met, the costumer is entitled only after an appropriate period of grace of at least 14 days to make a valid legal claim.
Such grace period shall commence on the day Gruber Webservices receives a letter of formal notice.
- The customer is entitled to withdraw from the agreement after the grace period expires without any success; Gruber Webservices shall be obliged to pay compensation for damages resulting from the delay only where this has occurred through intent or gross negligence.
- As far and as long obligations under this contract are not met in time due to force majeure, such as mobilization of troops, war, terrorism, natural disaster, fire, strike, lockout, embargo, execution of sovereign jurisdiction, failure of power supply, failure of means of transport, failure of telecommunication networks or data lines, changes in laws after contract conclusion affecting the Services, or other non-availability of products, this shall not constitute a breach of contract. In that case it will be necessary to agree upon a new delivery date.
- The same applies if the customer is in default of the obligations resulting from the contract (e.g. provision of documents and information), In this case the arranged delivery date is prolonged at least for the duration of the distortion.
- Term, and appointment arrangements need basically the written form. Gruber Webservices will endeavour to meet the agreed dates. In the event that the agreed dates are not met, the costumer is entitled only after an appropriate period of grace of at least 14 days to make a valid legal claim.
- When dealing with personal data,Gruber Webservices shall comply with the applicable rules and regulations of the Austrian Data Protection Act and the Telecommunications Act and will take all reasonable technical and organizational precautions to protect and secure data.
- Gruber Webservices shall not be obliged to verify the admissibility of data processing commissioned by the customer-in terms of data protection rules. The customer shall ensure the admissibility of the transfer of personal data to Gruber Webservice as well as the processing of such data by Gruber Webservices.
- Gruber Webservices shall take all reasonable measures in order to protect data stored by Gruber Webservices from unauthorised thirdparty access.
- With the conclusion of the contract the customer agrees that the data assigned to this business case, may be communicated to any third parties (see also Section 4.1), which are involved in the processing of this order.
- Each contracting party undertakes to treat as confidential all knowledge of commercial secrets and information designated as confidential by the other party and not to disclose them to any third party (except eventually involved third parties – see also Section 4.1.) unless such objects are already in the public domain or must be disclosed on account of judicial final decision or are subject of a final decision by the public authorities.
Customer´s duty of cooperation
- The customer t is committed to support all measures that are necessary for the provision of services provided by Gruber Webservices.
- Unless expressively covered by the scope of the services of Gruber Webservices the Customer ensures the availability of a permanent internet connection on his own risk and his own expense.
- The customer is obligated to treat confidentially all passwords and user names required to use the products and services of Gruber Webservices.
- Unless otherwise agreed the customer provides information and support free of charge.
- If data are transferred to Gruber Webservices – no matter in which form – the customer produces backup copies. In the case of loss of data the customer is committed to once again make the data material available free of charge. Gruber Webservices does not take on any form of liability referring to loss of data.
- The Customer is committed to produce backup copies on every ordered modification of a project.
Intellectual Property Rights in Software Licenses, Copyrights
- All copyright and other protection rights to web software products (software programmes, source codes, documentations) belong to Gruber Webservices or to the third party company named by Gruber Webservices. After payment of the agreed price the customer solely obtains a right to use the software exclusively for his own purposes, only for the hardware specified in the contract and limited to the number of licenses purchased for the simultaneous use on different workstations. With the present contract, only a non-exclusive licence shall be acquired. The distribution by the customer is not permitted according to the copyright law. A participation of the customer in the creation of the software does not award the customer any further rights of usage than defined in the contract. Any violation of Gruber Webservices´ copyrights or its licensors will result in compensation claims.
- The customer is permitted to make copies for archival and data backup purposes only on condition that the software does not contain an express prohibition on the part of the licensor or a third party and that all notices of copyright and ownership are transferred unchanged into these copies.
- Any liability of Gruber Webservices is disclaimed for damages as long as wilful intent and criminal negligence cannot be proven.
- The liability for compensation for consequential and financial losses, loss of profits, losses of interest, and for damages resulting from claims made by third parties against Gruber Webservices are – as far as legally permissible – ruled out.
- Customer agrees to take full responsibility for all content of its web hosting (web page, etc.). It is explicitly pointed out to the customer that the the procurement, dissemination and exhibition of certain contents is subject to legal restriction or forbidden. Access to the Webhosting service is only available to the customer, thus, the customer is – regardless of fault – liable to the users to whom the customer grants access to his webhosting.
- In any case Gruber Webservices must be indemnified and held harmless.
Performance and jurisdiction
- Place of fulfillment is the principal office of Gruber Webservices.
- It is agreed that jurisdiction for any and all disputes arising from this contractual relationship shall rest with the competent court for such matters in the city in which Gruber Webservices registered office is located.
Applicable law / Final provisions
- All legal relations between the Customer and Gruber Webservices shall be construed in accordance with the laws of the Federal Republic of Austria without regard to principles of conflict of laws. It is agreed that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this General Terms and Conditions. For contracts with consumers the same terms and conditions apply, except for mandatory other terms the consumer protection law provides.
Version 18. of October 2010