Conditions
GENERAL TERMS AND CONDITIONS OF BUSINESS
the Rootery FlexCo, hereinafter referred to as Rootery for short.
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Validity
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Contractual basis.
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Rootery concludes contracts and provides services exclusively on the basis of the written offers created by Rootery, as well as the currently valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and these General Terms and Conditions. ​ The descriptions of services, price lists and general terms and conditions apply, as long as they are not just project-specific (e.g. individual documents), for all legal relationships between Rootery and the client and are therefore automatically subject to all further contracts between Rootery and the respective client from the first contract conclusion The latest version is used, even if these price lists, product descriptions and general terms and conditions are no longer expressly referred to.
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Additional agreements.
All forms of additional agreements, both before the conclusion of the contract and during the term of the contract, must be in writing to be valid. For entrepreneurs, this also applies to deviations from the written form requirement.
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Parts of the contract on the part of the client.
Specifications from the client regarding the content of the service will only become part of the contract, even if Rootery is aware of them, if they are integrated into the offer by Rootery or otherwise expressly accepted by Rootery, for example through references to these specifications. Legal elements coming from the client, such as general terms and conditions or contractual clauses, will only be effective, even if Rootery is aware of them, if they are accepted by Rootery with an additional note that expressly includes these legal texts (such as “Terms and Conditions accepted”). Otherwise, Rootery expressly objects to the client's inclusion of legal elements, such as general terms and conditions or contractual clauses. The mere acceptance by Rootery of specifications regarding the client's service content does not result in acceptance of the client's legal texts, even if these specifications contain legal elements (such as "Our general terms and conditions apply.").
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Procedure in the event of contradictions.
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In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and Rootery's general terms and conditions, these shall apply in the order stated. The more individual components therefore automatically change the more general components of the contract. ​ In the event of contradictions between Rootery's contractual elements and the client's contractual elements, all Rootery's contractual elements take precedence.
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Procedure in the event of ineffectiveness for entrepreneurs.
If individual provisions of the contract are invalid or unenforceable, the invalid provision in contracts with entrepreneurs must be replaced by an effective provision that comes closest to the economic meaning and purpose of the invalid provision.
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Conclusion of contract
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Offered by Rootery. Offers from Rootery to the client, e.g. in the form of an individual offer to the client or a non-individualized offer such as a web shop, are without exception subject to change and non-binding. ​ Offer by the client. If the client places an order based on an offer or unsolicited, i.e. without a prior offer from Rootery, e.g. in the case of additional orders in ongoing business relationships, the client as an entrepreneur is obliged to do so for two weeks or as a consumer for one week from receipt Rootery bound.
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Acceptance by Rootery.
The contract is therefore only concluded when Rootery accepts the order. Acceptance must generally take place through an order confirmation, unless Rootery indicates that Rootery accepts the order, for example by taking action that is obvious to the client, such as shipping goods based on the order. ​ Simply confirming receipt of the order does not constitute acceptance of the order.
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Access.
If electronic means of communication or an electronic order management system to which both parties have access are used to submit and accept offers, declarations that are made on working days, i.e. H. Monday to Friday, excluding Austrian public holidays, between 8:00 a.m. and 4:00 p.m. are deemed to have been received on the same day; declarations made outside of these times are deemed to have been received on the next working day at 8:00 a.m. ​ Information for concluding contracts with entrepreneurs. Rootery's information obligations as set out in Section 9 Paragraph 1 Z 1-4 ECG are waived.
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Scope of services, order processing and obligations of the client to cooperate
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Place of performance for entrepreneurs. The place of performance for contracts with entrepreneurs is Rootery's headquarters.
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Scope of services.
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The scope of the services to be provided results from Rootery's written service description resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogs) is not part of the service description. The client is obliged to check the service description for compliance with his requirements. After the order has been placed, changes to the service description are only possible by mutual agreement and can, in particular, lead to changes to prices, deadlines and dates.
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Third-party services
Rootery is entitled to carry out the services itself or to use expert third parties to provide the services (third-party services).
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Shareable services
In the case of divisible services, Rootery is entitled to make partial deliveries.
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Dates and deadlines
Dates or deadlines specified by Rootery are non-binding unless they are expressly marked as binding. Excepted from this are delivery dates and deadlines stated in the web shop for contracts with consumers.
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Unforeseeable or unavoidable events
Unforeseeable or unavoidable events - in particular failure of the client to fulfill his obligations as well as delays at Rootery or Rootery's contractors that are unforeseeable and unavoidable for Rootery - extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of the event in such Organizational measures necessary in this case. Rootery must inform the client of this in writing.
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reference
In contracts with entrepreneurs, Rootery is entitled to refer to Rootery and, if necessary, to another author on all services created by Rootery for the client and, subject to the written revocation possible at any time, as part of Rootery's own advertising material, data such as the client's name and logo, project description , project images and the like as a reference or as an indication of the business relationship with the client, without the client being entitled to any remuneration for this.
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Fiduciary duties
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The contractual partners are obliged to promote the reputation of the other contractual partner and, in particular, not to criticize the other contractual partner towards third parties. This obligation applies continuously beyond any end of the contract.
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Fee
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Prices.
All prices are quoted from Rootery's place of business or place of business in euros plus VAT for contracts with entrepreneurs, and include VAT at the statutory rate for contracts with consumers.
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Additional services.
All services provided by Rootery that are not expressly covered by the agreed fee, such as additional services agreed later, will be paid for separately.
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Partial services.
Rootery is entitled to charge for partial services. In any case, the individual items in the service description and, in the case of agile project management, the services provided within the framework of the individual sprints are considered partial services.
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Unjustified resignation by entrepreneurs.
In the event that the client as an entrepreneur withdraws from his order in whole or in part without any gross negligence or intentional fault on the part of Rootery, Rootery is still entitled to the agreed fee. In this case, Rootery only has to take into account savings from purchases that have not yet been made. The same applies if Rootery withdraws from the contract for an important reason within the sphere of the client.
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payment
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Due date
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Rootery's invoices are due without any deductions from the invoice date. In principle, the service will only be provided after full payment has been made.
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Payability.
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For online transactions, Rootery's invoices must be paid when the order is placed. Transfer. In principle, payment must be made by transfer to the bank account. Cash payment is excluded.
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Other payment methods.
The client is also entitled to use all other payment methods offered by Rootery. The charge occurs at the moment of payment by the client.
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Retention of title.
Until full payment has been made by the client, a retention of title in favor of Rootery in the goods delivered by Rootery is deemed to have been agreed until the purchase price and all associated interest and costs have been paid in full. In the event of default, Rootery is entitled to assert rights arising from the retention of title. In this case, the client agrees to the collection of the goods by Rootery. The assertion of retention of title by Rootery does not result in withdrawal from the contract, unless Rootery expressly declares withdrawal from the contract. ​ If the goods are resold by the client, the client assigns his claim against the buyer to Rootery for the purpose of security. Rootery is entitled to notify the buyer of this assignment.
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Prohibition of offsetting and retention.
Even in the case of related claims, the client is not entitled to set off his own claims against Rootery's claims, unless the client's claim has been recognized by Rootery in writing or has been determined by a court. A right of retention in favor of the client is excluded.
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Payment in installments.
If Rootery and the client conclude an installment payment agreement, loss of deadline is deemed to have been agreed if even one installment is not paid on time.
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Late payment
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In the event of late payment, the statutory interest applicable between entrepreneurs must be paid for contracts with entrepreneurs, but at least 9% per annum; for contracts with consumers, interest of 9% per annum must be paid. The client must bear all costs and expenses associated with the collection of the claim, such as, in particular, collection costs or other costs necessary for appropriate legal prosecution.
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Continued late payment
After an unsuccessful reminder from the client and setting a grace period of at least 7 days, Rootery is entitled to immediately invoice and make due all services and partial services already provided, including within the framework of other contracts concluded with the client, as well as to demand the provision of services that have not yet been paid for in full Temporarily suspend payment of all outstanding fee claims. After a further unsuccessful reminder directly to the client's management and again setting a grace period of at least 7 days, Rootery is entitled to withdraw from all contracts and demand compensation for lost profits. This means that Rootery is also entitled not to carry out or discontinue services that have already been paid for. Regardless of these options, Rootery can of course also file a lawsuit with the court immediately after the due date.
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Liability
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Transfer of risk for entrepreneurs. When shipping goods, the risk always passes to the client as soon as Rootery has handed over the goods to the transport company. Goods are generally not insured unless the client has commissioned Rootery to insure the goods at their own expense.
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Warranty.
The statutory provisions of warranty law apply to consumers. In addition, additional guarantees or customer services may apply to consumers as part of the product description. For entrepreneurs, the right to a warranty and the right to warranty recourse are limited to six months from handover. The client as an entrepreneur has the right to improvement or replacement or, in the case of non-essential defects, to a price reduction or, in the case of significant defects, to conversion at Rootery's discretion. By rectifying the defect, the company's warranty period will neither be extended nor will it begin again for the part of the service affected by the defect elimination. ​ Mistake, shortening over half for entrepreneurs. The right to challenge due to errors and reductions of more than half is excluded. Compensation and other claims. Claims for damages and claims based on other liability regulations, in particular claims for recourse, of the client are excluded, provided that these are not based on gross negligence or intent in contracts with entrepreneurs or on gross negligence or intent on the part of Rootery in contracts with consumers. ​ Such claims from entrepreneurs expire six months after the damage and the perpetrator become aware of it; in any case after three years from the act of infringement. Claims due to personal injury and other non-dispositive liability provisions are excluded from this exclusion of liability.
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Protective effect for the benefit of third parties.
It is expressly agreed that this contract does not have any protective effect in favor of third parties. Liability for free services. If Rootery provides services or parts of services free of charge, any liability for these parts of services is excluded in contracts with entrepreneurs.
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Burden of proof on entrepreneurs.
A reversal of the burden of proof to the detriment of Rootery is excluded. In particular, the existence of the defect at the time of handover, the time at which the defect was discovered, the timeliness of the complaint as well as the existence and degree of fault must be proven by the client.
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Grace period for entrepreneurs.
In the event of non-fulfillment of the contract as agreed, the client is only entitled to assert claims if Rootery has granted a reasonable grace period of at least fourteen days in writing. This also applies to the termination of the contract for important reasons.
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Contract cancellation for entrepreneurs.
A withdrawal from the contract by the client must be declared in writing by registered letter.
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Final provisions
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Applicable law. Austrian law applies exclusively to all legal relationships and circumstances between Rootery and the client, excluding international reference standards. ​ Mandatory consumer law. If, in contracts with consumers, Rootery's professional or commercial activity is directed towards the consumer's home country, the protection that the mandatory legal provisions of the country of residence offer the consumer remains unaffected by the agreed applicable law. ​ UN Convention on Contracts for the International Sale of Goods. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply to contracts with entrepreneurs. ​ Place of jurisdiction for entrepreneurs. The place of jurisdiction for all disputes between Rootery and the client as an entrepreneur is the Austrian court with jurisdiction over Reitdorf. Rootery is also entitled to sue at the general place of jurisdiction of Rootery and the client.