for using JENTIS Software
Last update: 20.08.2023
We are very pleased that you have chosen JENTIS GmbH. As this is an important business relationship between you, our Customer, and us, we have done our best to make these General Terms and Conditions as clear as possible. It is important to read and understand these Terms and Conditions carefully before accepting them.
By accepting these Terms and Conditions, you agree to be bound by them. You can accept these terms by clicking a box indicating your acceptance, executing an Order Form, an online purchase or another document referencing the terms of this Contract (an Offer for example), by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Contract. By accepting these terms, you represent and warrant that you have the authority to bind the organization, business, or other legal entity for which you act to these Terms and Conditions. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must not accept them and may not use the Services. Hereinafter we will refer to you as the ‘Customer’.
1.1 JENTIS develops software solutions for website tracking (‘JENTIS Software’). The name JENTIS is also registered as a trademark. JENTIS provides Business to Business Software as a Service (‘SaaS’ or ‘Service’). JENTIS SaaS is not intended for consumers in the meaning of Article 1.1(2) of the Austrian Consumer Protection Act (KSchG).
1.2 These General Terms and Conditions (‘T&C’), as amended from time-time-time, apply to all current and future business relationships in connection with the use of the JENTIS SaaS by the Customer. These T&C also apply to purchase of JENTIS SaaS through an online process (e-Commerce) via JENTIS website. These T&C are not intended for distribution, technology or other partners.
1.3 These T&C form an integral part of the terms of contract between the Customer and JENTIS. The terms of contract also include the Offer, Order Form and the Data Processing Agreement (‘DPA’). The terms of contract, unless expressly agreed otherwise, form the sole legal basis (the ‘Contract’) for the business relationship between the Customer and JENTIS.
1.4 The Contract is deemed to be validly concluded when the Customer accepts these T&C, including via an online process (e-Commerce), as well as, where applicable, by an electronic or wet ink signature of these T&C by both Parties.
1.5 JENTIS reserves the right to refuse an order or to cancel an order if the order was generated by software, a machine, a crawler, a spider or by other automatic web programs or scripted behaviour systems or by using third party services which were used to place the order on Customer’s behalf.
1.6 Any terms and conditions of the Customer (‘Customer T&C’) are hereby expressly excluded. In so far as the Customer T&C contradict to or deviate from these T&C, Customer T&C shall not apply even if the Customer refers to its Customer T&C prior to or upon conclusion of the Contract and JENTIS does not expressly object to them again or provides or accepts services without any reservation.
1.7 JENTIS reserves the right to change the provisions of the T&C at any time. Upon changes to the T&C, JENTIS will ensure that existing Customers receive a timely notice in advance and have an opportunity to object to such changes.
2.1 The Customer received the right to use the JENTIS Software solely on the basis of the Contract concluded with JENTIS.
2.2 For the duration of the Contract, JENTIS grants the Customer the non-exclusive, non-transferable right, to use the JENTIS Software for the purposes indicated in the Contract.
2.3 JENTIS Software runs exclusively on the servers of JENTIS or on the servers of a contracted company commissioned by JENTIS.- Therefore no further rights to the software products used are transferred to the Customer, nor the right to access the source code.
2.4. JENTIS grants the Customer access to the JENTIS Software, the computing capacity required for its use, as well as the storage and data processing space required to operate the Software. JENTIS is not responsible for establishing and maintaining the data connection between the Customer’s information technology systems and the router exit of the data center where the server running JENTIS Software is located (the ‘Handover Point’).
2.5 The Customer is entitled to change the technical infrastructure enabling the use of JENTIS Software at its own discretion, given that there is no impairment of the JENTIS Services, nor legal implications to be expected in relation to compliance with data protection legislation affecting the use of JENTIS Software.
2.6 Upon purchase of the JENTIS Software license, the Customer accepts the usage volumes indicated in the Order Form.
2.7 Supplementary services, not indicated in the Order Form, provided by JENTIS upon a separate order and used by the Customer beyond the respective scope of the Contract, will be remunerated by the Customer separately according to the actual personnel and material costs at the rates as applicable.
2.8 Supplementary services include, in particular, services provided by JENTIS outside of the usual business hours (from 8:00 to 17:00 CET). Supplementary services also include the analysis and elimination of errors caused by improper handling or operation by the Customer or other circumstances for which neither the Customer nor JENTIS are responsible for. Likewise, training of Customer’s personnel is not included in the scope of services and, unless otherwise agreed, requires a separate agreement.
2.9 To the extent JENTIS at the request of the Customer acts as an intermediary for services of third parties, these contracts are concluded exclusively between the Customer and such third party according to the respective terms and conditions of the third party. JENTIS is only responsible for the services provided by JENTIS itself.
3.1 JENTIS undertakes to provide the agreed services in accordance with the terms of the Contract.
3.2 If JENTIS does not provide the agreed services on the scheduled dates in the agreed amount, or if JENTIS delivers the Service with errors or with other significant degradations of service deviating from the agreed terms (hereinafter ‘ significant errors’) , JENTIS is obliged to correct such significant errors by performing any necessary remedial work as quickly as possible and in any event shall resume to provide the expected services without such significant deviations within a reasonable period of time after having received the written notice from the Customer informing of errors.
3.3 The Customer shall support JENTIS in troubleshooting and provide all necessary information to remedy such deviations from the expected service and errors. The Customer shall report any significant errors to JENTIS immediately in writing. The Customer is also obliged to disclose to JENTIS, within a reasonable period of time, all documents and information as necessary evidence to be enclosed with the detailed report describing the significant errors in order to enable the most efficient troubleshooting possible.
3.4 If the error was caused by a Customer or by a third party, whose software components are used by the Customer in combination with JENTIS SaaS, JENTIS is under no obligation to remedy such error free of charge. The Customer must place a separate order with JENTIS and request to remedy such deviation of service or an error at Customer’s expense.
3.5 The Parties acknowledge that restrictions or impairments of the services which are beyond JENTIS’ control may arise. This includes, in particular, actions of third parties not acting on behalf of JENTIS, technical conditions of the Internet beyond JENTIS’s control, and force majeure. Insofar as such circumstances have an influence on the availability or functionality of the services provided by JENTIS, this shall have no effect on the contractual conformity of the services provided.
3.6 Insofar and as long as obligations cannot be fulfilled by JENTIS on time or properly due to a force majeure, performance shall be suspended as long as the force majeure is pending.
3.7 Unless otherwise agreed, a price reduction due to significant errors shall be excluded.
4.1 The Customer agrees to support all measures required for use of JENTIS Software.
4.2 The Customer continues to be responsible to governmental bodies and official authorities for compliance with all relevant legal provisions, in particular the obligation to protect data, retain data and maintain data accuracy.
4.3 It is the responsibility of the Customer to fulfill the system requirements, as well as at its own risk and expense to provide a working network connection, any other technology or equipment needed to use JENTIS Software. Unless otherwise agreed, the Customer shall provide the equipment and technology and cooperate free of charge.
4.4 The service provided by JENTIS may not be made available to third parties unless the Customer obtained from JENTIS a written consent. Subsidiaries and Affiliates of the Customer, if specifically agreed in writing by the Customer and JENTIS, shall not be considered third parties for the purposes of this Contract.
4.5 The Customer shall provide, on the agreed dates and at its own expense, all information, data and documents required by JENTIS for the performance of the contractual services in the form requested by JENTIS and shall support JENTIS upon request in problem analysis and troubleshooting, coordination of processing orders and coordination of services.
4.6 The Customer shall perform all obligations to cooperate as required in such a timely manner that JENTIS is not hindered in the provision of the services. The Customer is obliged to ensure that the employees of its affiliated companies or third parties commissioned by it who are involved in the performance of the contract cooperate accordingly in relation to the performance of the Contract. The Customer shall ensure that its employees and third parties attributable to it treat intellectual property of and technologies implemented by JENTIS and any assets provided to the Customer with due care. The Customer shall be liable to JENTIS for any damage caused by its employees and third parties attributable to it.
4.7 The Customer owes an obligation to JENTIS not to process any content or data that is criminal or otherwise illegal in absolute terms or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the JENTIS Software. The Customer is solely responsible for all content used and data processed via JENTIS Software as well as for fulfillment of any legal requirements in relation thereto.
4.8 If the Customer fails to fulfill its obligations to cooperate on the agreed dates or not to the extent provided for in the Contract, the services provided by JENTIS shall nevertheless be deemed to have been performed in accordance with the Contract despite any possible restrictions. The delivery date of the services by JENTIS will be adjusted to a reasonable extent. In this case, the Customer shall compensate JENTIS separately for any additional work, expenses and / or costs incurred by JENTIS as the result of such delay. This provision does not apply to delays or extra work caused by JENTIS and / or its employees.
4.9 The Customer grants JENTIS the right to publicly name as a Reference Customer those companies or groups of companies of the Customer in which the JENTIS Software or parts thereof are used. Company and brand names, the current logo, the start of the business relationship and the fact that JENTIS Software are used by this company may be used on JENTIS website as well as in the social media channels for the entire duration of the Contract. Should this be required, the Customer agrees to obtain necessary internal and external approvals to make this right effective. JENTIS shall not be held liable for any claims of or damages incurred by third parties as a result of using the company brand name and its logo for public reference.
5.1 With respect to data, including personal data, processed by the Customer in the course of using JENTIS Software, JENTIS is a technical service provider. As a technical service provider, JENTIS stores the content and data entered by the Customer into JENTIS Software on behalf of the Customer in order to make this content and data available for retrieval by the Customer when using JENTIS Software.
5.2 All collected data and those data that are newly created from processing activities remain the property of the Customer, regardless of the storage location. Such data can be exported and erased at any time upon Customer’s request made in writing.
5.3 If the Customer processes personal data or has personal data processed on IT systems for which JENTIS is technically responsible, the Customer and JENTIS shall execute the corresponding Data Processing Agreement (DPA).
5.4 The Customer is the responsible party for the processing of personal data when using the JENTIS Software. The Customer is obliged to ensure that the processing of personal data through the use of the JENTIS Software is based on the appropriate permissions and consents, as well as is done in compliance with all applicable legislative requirements.
6.1 The copyright to the JENTIS Software, the printed material and all copies of the Software is owned by JENTIS. The JENTIS Software is protected by the Austrian intellectual property laws and international treaty provisions. The Customer must therefore treat the JENTIS Software as any other work protected by copyright.
6.2 All documents provided to the Customer by JENTIS, in particular the documentation for software products and cloud services, may not be reproduced or distributed in any way, whether for a fee or free of charge.
7. Discount codes, Promotional Vouchers, Partner Benefits
7.1 From time to time promotional vouchers, discount codes or partner benefits applicable to JENTIS products may become available as part of promotional campaigns by JENTIS and/ or its partners.
7.2 Discount codes and promotional vouchers, unless otherwise specified, are only redeemable during the specified period and only once as part of an order transaction. Please note that discount codes or promotional vouchers may be subject to a minimum order value.
7.3 Partner benefits may be made available by a third party not affiliated with JENTIS as a result of a marketing or promotional campaign or a partnership. JENTIS is not liable for specific terms of a partner benefit applicable to JENTIS products and offered by a third party nor is it liable for actual availability for such benefits offered by such third parties.
7.4 The value of the order must be at least equal to the value of a discount code or promotional voucher. A difference to a higher value of the order can be compensated with the offered payment options. The value of a discount code or promotional voucher is neither paid out in cash nor does it earn interest. The value of a used discount code or promotional voucher will not be refunded if the Contract is terminated.
7.5 JENTIS discounts codes or promotional vouchers can only be redeemed before the order process is completed. Subsequent crediting is not possible. Discount codes or promotional vouchers cannot be transferred to third parties. Multiple promotional vouchers and discounts codes cannot be combined.
8.1 The remuneration to be paid by the Customer, invoicing and payment conditions result from the terms of Contract and are indicated in the Order Form or in the online purchase form.
8.2 Upon purchase of the JENTIS SaaS via an online process, the Customer shall place a binding order by clicking the “pay and subscribe” button at the JENTIS e-Commerce website. The Customer places a binding order for online purchase of choice to be paid on a monthly or a yearly basis. JENTIS shall confirm the receipt of Customer’s order immediately by email after Customer has sent and paid the order. The payment shall be charged automatically on a monthly or yearly basis as applicable.
8.3 The remuneration agreed by the Parties is subject to the traffic limits indicated in the Order Form or in the online purchase form. If the Customer exceeds the agreed usage limits by 15 % each month in three consecutive months JENTIS is entitled to increase the remuneration accordingly on a pro-rata basis.
8.4 Amounts paid for services that are either part of the existing Contract or were expressly ordered by the Customer separately but were not used cannot be refunded.
8.5 All obligations of the Customer arising from the business relationship, such as legal transaction fees or withholding taxes, shall be borne by the customer, insofar as the Customer is a debtor within the meaning of the law. Should JENTIS be held liable for such obligations, the Customer shall indemnify and hold JENTIS harmless.
8.6 JENTIS reserves the right to an annual price adjustment in relation to the remuneration for the services under the Contract. The consumer price index 2020 (base year 2020) published monthly by Statistics Austria or an index replacing it shall serve as a measure for calculating the price adjustment. The index figure calculated for the time of the conclusion of the Contract shall serve as the reference figure for this Contract. Fluctuations in the index figure upwards up to and excluding 4% shall be disregarded. This margin shall be recalculated each time it is exceeded, whereby the first index figure outside the respective applicable margin shall always form the basis both for the recalculation of the price adjustment and for the calculation of the new margin. For the avoidance of doubt it is stated that price adjustments result in increased prices, never in a price decrease.
8.7 Failure to meet payment obligations will result in the suspension of services until payment has been made. In the event of delayed payment, the statutory interest in the amount of 9.2% above the base interest rate pursuant § 456 of the Austrian Business Code (UGB) shall be deemed to have been agreed. Default in payment shall not lead to termination of the Contract.
9.1 JENTIS provides warranties within the statutory framework as provided by Austrian law. In particular, JENTIS warrants that during the applicable Contract Term:
(a) JENTIS Services will function substantially in accordance with the Contract; and
(b) this Contract, the Order Forms, online purchase forms and any other applicable documentation provided by JENTIS as part of the binding Contract will accurately describe the applicable administrative, physical, and technical details reflecting safeguards for the protection of security, confidentiality, and integrity of the Service in all material respects.
9.2 If JENTIS breaches the warranty JENTIS, at its expense, shall (1) modify the Services to enable it to perform substantially in accordance with the Contract; or (2) if a modification of Services to rectify the warranty breach is not possible within a reasonable period of time and a reasonable number of attempts, terminate this Contract and refund to Customer any remuneration paid for Services not provided.
9.3 The warranties provided shall not apply if Customer fails to notify JENTIS in writing within thirty (30) days of discovery of any warranty breach.
10.1 The term of the Contract begins with the execution of the Contract by both Parties and shall remain in effect for the period of time indicated in the Order Form (Regular Term).
10.2 For the Contracts concluded via an online process, the Regular Term shall be deemed to be twelve (12) months. JENTIS SaaS purchased via an online process can be tested free of charge for thirty (30) days.
10.3 Upon expiration of the Regular Term, the Contract shall be renewed automatically for one or more additional periods of twelve (12) months each (Renewal Term), unless and until either Party notifies the other Party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew the Contract (ordinary termination). The termination of the Contract renewal does not require any justification and must be declared in writing to the other Party.
10.4 During the free trial period applicable for the Contracts concluded via an online process, the Contract can be terminated at any time without giving reasons. After the free trial period ends, the purchased JENTIS SaaS online package can be canceled at any time on a monthly basis if purchased with a monthly payment option. In the case of an annual payment option, the Contract can be canceled thirty (30) days prior to the expiration of the Regular Term.
10.5 The terms of Contract shall, unless otherwise provided in these T&C, remain unchanged for the entire period of Regular Term. After the Regular Term, JENTIS reserves the right to update and modify the terms under the Contract.
10.6 Each contracting Party shall be entitled to terminate the Contract unilaterally before the agreed expiration (extraordinary termination) for a good cause as defined by the Austrian Supreme Court, including (but not limited to) cases where it becomes permanently impossible to provide the services under the Contract.
10.7 If the Contract is terminated by the Customer for a good cause, excluding JENTIS’ breach of the warranties, JENTIS shall refund the payment for the Services not used by the Customer deducting those expenses that are to be incurred by JENTIS from the date of such termination and up to the date on which the Contract would have ended at the earliest.
10.8 If the Customer is initiating a termination of the Contract before the Renewal Term, without a good cause, the Customer shall pay the remuneration agreed under the Contract in full.
10.9 Extraordinary termination comes into effect only when made in writing in the form of a signed declaration of termination. The declaration of termination can be sent by e-mail or by a registered letter.
11.1 JENTIS is liable for damages to the Customer that (1) were caused intentionally or through gross negligence by JENTIS, as well as any of JENTIS’ agents and employees, or (2) are based on a culpable breach of material contractual obligations on the part of JENTIS.
11.2 Material contractual obligations are those contractual obligations the fulfillment of which is essential for the proper performance of the Contract and the observance of which the contractual Parties may regularly rely on, and the violation of which on the other hand jeopardizes the achievement of the purpose of the Contract.
11.3 In all other respects, JENTIS’ liability for damages – on whatever legal grounds – is excluded.
11.4 JENTIS is not responsible for non-compliance with or violation of data protection laws by the Customer. The services provided by JENTIS must in no way be interpreted or understood as a legal indemnity from possible claims by third parties or by data protection or other authorities. Documents, work materials and/or advice provided by JENTIS in the course of its business relationship with the Customer shall in no way be construed as legal advice.
11.5 JENTIS is not liable for any damage to the Customer resulting from the loss of data, provided that the damage could have been avoided by the Customer regularly and completely backing up all relevant data.
12.1 The mutual maintenance of secrecy of confidential as well as personal information vis-à-vis third parties is of utmost importance to the Parties, in particular that this information is not disclosed or exploited in any form.
12.2 Confidential Information within the meaning of the Contract shall be all commercial, technical and other data, communications, documents and similar information, including textual, tabular, graphic, photographic, drawing, electronic, oral or other communications, computer software and hardware, know-how and all other information disclosed between the Parties, to the extent that it could be of economic interest to third parties and is not already public knowledge, irrespective of whether it has already been disclosed in the course of the preliminary discussions or will be disclosed in the future (hereinafter “Confidential Information”).
12.3 The Parties undertake to treat any confidential information arising from the Contract, including, if any, a trial period or a proof of concept phase, as strictly confidential and to ensure that unauthorized third parties cannot obtain knowledge thereof, whether directly or indirectly in any way whatsoever. The provisions of this NDA also extend to any kind of changes, modifications and further processing of Confidential Information.
12.4 Furthermore, the Parties agree that confidential information will not be used in any way for their own purposes, whether competitive or not, without the express prior consent of the other Party.
12.5 The Parties agree to keep any personal data from data processing entrusted to them in the course of the contractual relationship or which have otherwise become accessible confidential, unless there is a legal obligation for transferring the entrusted or accessible personal data. Such data also includes personal data of employees and other affiliated persons of either of the Parties. The Parties undertake, in the event of a mandatory disclosure of the information received, to inform the other Party immediately so that the other Party can make the appropriate arrangements to maintain the greatest possible confidentiality of the information.
12.6 Any use, processing, forwarding or duplication of data by one of the Parties for other purposes, i.e. outside the contractual relationship, shall require the express prior written consent of the other Party.
12.7 Immediately upon request by the Party in possession of the Confidential Information, the other Party shall return and hand over the Confidential Information in its entirety. To the extent that the Party concerned has made copies of data and Confidential Information, it shall likewise be obliged to hand them over or, upon discretion of the Party in possession, to destroy or delete them.
12.8. The Parties undertake to ensure that comprehensible internal instructions to employees or contractual obligations to third parties, who are considered subcontractors and not third parties in the sense of the Contract, shall be binding as the obligations under this NDA.
13.1 The assignment of the Customer’s rights and obligations is permitted at any time within the group of companies as well as to legal successors of the Customer. The assignment of the Customer’s rights and obligations to third parties is only permitted with the prior written consent of JENTIS.
13.2 JENTIS is entitled to entrust third parties with the fulfillment of its obligations only with the prior written consent of the Customer.
13.3 Rights and obligations of JENTIS as well as the contractual relationship with the Customer are not affected by changes in the ownership of the company or the corporate form or structure of JENTIS.
14.1 All legal relations between the Customer and JENTIS shall be governed by Austrian law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2 The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the Contract between JENTIS and the Customer, to the extent permitted by applicable law, shall be the responsible court in Vienna, Austria. Place of performance is Vienna.
14.3 Should individual provisions of this Contract be invalid in whole or in part, this shall not affect the validity of the remaining provisions and an invalid provision shall be replaced by a provision which comes as close as possible to the economic purpose of the invalid provision and which is effective.
14.4 Any amendments, supplements, collateral agreements or the partial or complete cancellation of the contract shall be made in writing. This shall also apply to a waiver of the written form.
Managing directors: Klaus Müller & Thomas Tauchner