1. SCOPE OF APPLICATION
2. CONCLUSION OF CONTRACT
3. COPYRIGHTS / INTELLECTUAL PROPERTY / INDUSTRIAL PROPERTY RIGHTS
4. RIGHT OF USE OF THE CUSTOMER / RESTRICTIONS OF USE
5. PAYMENT / DUE DATE / DEFAULT / SECURITY OF VALUE
6. CUSTOMER'S OBLIGATIONS TO COOPERATE, INFORMATION, PROVIDE AND INSPECT
7. USE IN CONFORMITY WITH THE CONTRACT / DATA UP-TO-DATENESS / IMPROPER USE
8. SPECIAL FEATURES OF THE SUBJECT MATTER OF THE CONTRACT (HOSTING/WEBSITE)
9. DURATION OF CONTRACT / TERMINATION OF CONTRACT
10. DATA PROTECTION / DATA TRANSFER TO THIRD PARTIES
11. AVAILABILITY / INTERRUPTIONS
12. LIMITATIONS OF WARRANTY
13. LIMITATIONS OF LIABILITY
14. RELEASE FROM LIABILITY
15. PRODUCT UPDATES / INTRODUCTION OF NEW PRODUCTS
16. NON-ASSIGNABILITY / ASSIGNABILITY
17. GENERAL PROVISIONS
1. SCOPE OF APPLICATION
1.1. These General Terms and Conditions ("AGB") apply to the use and utilization of entrepreneurial services provided by zadego GmbH (Commercial Register Number: FN 311496 h), with its registered office in Innsbruck and business address at Anton-Melzer-Straße 10, 6020 Innsbruck ("zadego GmbH") in connection with all products of zadego GmbH, including but not limited to Easybooking® PMS and websites, by customers (the "Customers"). The entirety of all services provided by zadego GmbH is hereinafter referred to as "EASYBOOKING."
1.2. Customers and zadego GmbH are collectively referred to as the contracting parties (the "Contracting Parties") hereinafter.
1.3. zadego GmbH provides (current and future) services and accepts (current and future) orders exclusively on the basis of these AGB in their respective valid version. These AGB shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the contracting party are expressly excluded, and this exclusion is mutually agreed upon by the contracting parties.
1.4. zadego GmbH does not enter into contracts with consumers within the meaning of the Consumer Protection Act (KSchG) or provide its services exclusively to entrepreneurs within the meaning of the legal provisions. The Customer expressly declares that it enters into the contractual relationship with zadego GmbH as an entrepreneur within the scope of its entrepreneurial activity (especially for the operation of its accommodation business).
1.5. Upon conclusion of the contract in accordance with Clause 2 of these AGB, the Customer confirms that it has read and understood the AGB and expressly accepts these AGB. Individual agreements made with contracting parties take precedence over these AGB in individual cases. However, a written contract or written confirmation from zadego GmbH is required for the content of these agreements.
1.6. zadego GmbH acts solely as an intermediary between the Customer as an accommodation provider and its guest. It is expressly stated that there is no contractual relationship between zadego GmbH and the guest, except for data protection declarations.
1.7. zadego GmbH reserves the right to amend these AGB at any time without giving reasons, with such changes being notified to the contracting party at least 60 days before they come into effect. zadego GmbH will notify its customers of such changes through a pop-up notification during the login process. In the event of a change to these AGB that disadvantages the customer, each customer is entitled to terminate the contractual relationship with immediate effect within 60 days of the announcement of the changes. After 60 days, the changes to the AGB are deemed accepted and approved by the customer and form the basis of the business relationship. The right to terminate the contractual relationship prematurely expires.
2. CONCLUSION OF THE CONTRACT
2.1 The contract is concluded upon receipt of the order documents completed and signed by the customer (such as in particular: Order Form, Offer, Online Form for Online Shop Booking) by zadego GmbH by written confirmation and/or provision of the ordered service by zadego GmbH.
3. COPYRIGHTS / INTELLECTUAL PROPERTY / INDUSTRIAL PROPERTY RIGHTS
3.1 zadego GmbH reserves the property rights and copyrights to all documents provided within the scope of the contract initiation as well as during the business relationship.
3.2 In particular, technical documents and software protected by copyright always remain the intellectual property of zadego GmbH.
3.3 The customer will indemnify and hold zadego GmbH harmless in the event of an infringement of copyrights and/or other property rights (including those of third parties).
4. CUSTOMER'S RIGHT OF USE / RESTRICTIONS OF USE
4.1 Upon conclusion of the contract according to section 2 of these GTC, zadego GmbH grants the customer the simple, non-exclusive, non-transferable and time-limited right of use for the contractual use of EASYBOOKING. The contracting party thus receives the possibility to use the software to the agreed extent by means of an online access in accordance with the contract.
4.2 All other rights to EASYBOOKING remain exclusively with zadego GmbH.
4.3. the customer is therefore (without the explicit written consent of zadgeo GmbH) in particular not entitled to rent, lease, sub-license or otherwise pass on or reproduce EASYBOOKING or parts of EASYBOOKING in any way or form (against payment or free of charge).
4.4 The customer is therefore (without the express written consent of zadgeo GmbH) in particular (notwithstanding the provision of § 40d Copyright Act) also not entitled to adapt, edit, change, publish, combine with other software, translate, convert, decompile or disassemble EASYBOOKING and in particular the underlying software, or even to allow third parties to do so.
4.5 In case of use not in conformity with the contract and especially in case of violation of the restrictions of use, the customer is liable towards zadego GmbH for any damage caused thereby.
5. FEES / DUE DATE / DEFAULT / VALUE RETENTION
5.1 The (ongoing) timely payment of the agreed fees entitles the Customer to use EASYBOOKING in accordance with the contract and to receive product updates for the duration of the agreed contract term from the agreed start of the contract.
5.2 The basis of the fees to be paid in advance is the individual offer. The fee plus VAT in the respective statutory amount shall only cover the contractual use of EASYBOOKING. The respective and in individual cases separately agreed costs of the set-up and configuration or commissioning (such as, for example, the individualisation of the cloud storage space and/or the website) shall be invoiced separately.
5.3 The respective due date of the fee is generally based on the date of conclusion of the contract. Unless otherwise agreed individually between the contracting parties, the fees stated in the order documents shall apply. Invoices are generally due for payment within 14 days of the invoice date. Invoices can be issued by zadego GmbH independently of the service provision. This may result in the customer becoming liable for advance performance.
5.4 Invoices are issued electronically on the basis of the data provided by the customer in the course of the conclusion of the contract. For subsequent invoice corrections (e.g. due to information provided only after conclusion of the contract [e.g. UID number, etc.]), the customer shall be charged an amount of EUR 39.00 plus value added tax.
5.5 Unless otherwise agreed in writing and individually between the contracting parties, all fees shall be paid in advance by means of a one-off payment.
5.6 In the event of default in payment, interest on arrears in the amount of 12% p.a. and reminder charges in the amount of EUR 50.00 plus VAT per reminder shall be charged. The contracting parties agree that in the event of default in payment, the involvement of a collection agency or a law firm for the collection of the claim is expedient and the customer in default of payment undertakes to fully reimburse the costs and expenses incurred thereby.
5.7 If payment of the fees in monthly instalments has been agreed, the monthly instalments shall be paid by SEPA direct debit. In the course of the conclusion of the contract the customer has given his consent to be able to carry out a SEPA direct debit and zadego GmbH is therefore entitled to carry out the corresponding debits from the business account.
5.8 In the event of late payment, even of a partial amount, or in the event of failed debt collection (e.g. due to insufficient funds in the business account, expiry of the business account or unjustified objection by the account holder), zadego GmbH is entitled - 14 days after zadego GmbH has informed the customer about the late payment or the failed debt collection - to cancel the contract. 14 days after zadego GmbH has informed the customer about the late payment or the failed debt collection - to make all outstanding fees due until the end of the respective contract period without further notice and to collect them within the framework of the SEPA direct debit procedure. All costs incurred in connection with the collection of the claim, in particular the bank's chargeback costs in the event of a failed collection of the claim, shall be borne by the customer in the amount of the respective prescribed chargeback costs.5.9. zadego GmbH is entitled and authorised by the customer to debit the costs and expenses mentioned in this contractual point at the latest in the course of the next debt collection.
5.10. If the customer is at least thirty (30) days in arrears with the payment (also only of a partial amount), zadego GmbH is entitled to refuse the service provision and thus to prevent the use by the contractual partner according to clause 4 of these GTC and thus to block the access (and thus also the log-in possibility) to EASYBOOKING.
5.11. In case of an automatic contract extension (cf. clause 9 of these GTC), the invoice will be issued by zadego GmbH one month before the expiry of the contract period and is due for immediate payment.
5.12. In order to protect the contracting parties from disadvantages resulting from fluctuations in the value of money, they agree on value protection as follows, unless otherwise agreed in the contract documents. The agreed fees shall increase or decrease to the extent that the figures of the consumer price index 2015, which are continuously published by Statistics Austria, increase or decrease. The index figure published for the month in which the contract is concluded shall be taken as the initial figure. Fluctuations of up to 3 (three) % upwards or downwards shall not be taken into account, but fluctuations above this shall be taken into account in full. If the fees were reset due to a change of more than 3 (three) %, they shall remain the same until a further 3 (three) % deviation requires a further adjustment to the index figure. The non-calculation or non-collection of the value adjustment amounts by zadego GmbH is not deemed to be a waiver of the value adjustment of the fees, irrespective of the duration.
6. CUSTOMER'S OBLIGATIONS TO COOPERATE, INFORMATION, PROVIDE AND INSPECT
6.1 The customer acknowledges that the provision of services by zadego GmbH is not possible without the customer's cooperation, in particular the prior provision of the information and documents to be processed. The customer therefore undertakes to take all measures free of charge and without delay in his own interest as well as to support zadego GmbH which are necessary on his part for the provision of the services by zadego GmbH. The customer will therefore in particular provide the images, text, sound and other documents required for the provision of services by zadego GmbH.
6.2 Especially in case the installation of EASYBOOKING for operation at the customer's site by zadego GmbH was agreed upon conclusion of the contract, the customer is obliged to provide all data and information required by zadego GmbH to install EASYBOOKING for operation at the customer's site in full and at the latest within 3 weeks after request by zadego GmbH. If the customer does not provide the necessary information after a single request by zadego GmbH, zadego GmbH is entitled to put into operation a "default" instance of EASYBOOKING for the customer which has not been adapted to the customer - based on publicly available information. In this case, zadego GmbH has performed the agreed setup services and the obligation of zadego GmbH to set up EASYBOOKING for the customer again - if necessary then on the basis of the information disclosed late - does not apply. Of course, the customer is free at any time to order the repeated installation (with costs). Other contractual obligations, such as the due date of the fees, shall expressly remain in force in this case.
6.3 The Customer also undertakes to immediately check the entries made by EASYBOOKING within the framework of the set-up, updates (in particular price updates) and also within the framework of support services and in particular changes (e.g. change of the price list, availabilities, descriptions, etc.) and to report any incorrect entries without delay.
6.4 The use of EASYBOOKING requires a computer system corresponding to the respective state of the art with functional and correspondingly powerful Internet access with sufficient (large) data transfer volume, which in the opinion of the contracting parties also includes that separate Internet connections are available for the use of EASYBOOKING on the one hand and the other applications (in particular guests W-Lan) on the other hand. The customer acknowledges that, depending on the scope of services, higher demands on the computer system will also result. The client is obliged to establish the necessary technical requirements with regard to hardware as well as software and, if necessary, to constantly adapt them also during the term of the contract.
6.5 If there is a browser-based problem with the correct application and a change to another browser solves the problem or even facilitates the solution, the customer is obliged to make a browser change.
6.6 The customer undertakes to keep all systems up to date with the latest technology and to carry out any upgrades. The customer undertakes to provide sufficient commercially usable virus protection in accordance with the respective state of the art.
7. USE IN ACCORDANCE WITH THE CONTRACT / DATA UP-TO-DATENESS / IMPROPER USE
7.1 The Customer is obliged to provide and enter only correct and truthful data in the context of the use of EASYBOOKING. Registration under a pseudonym, an incorrect address or e-mail address or any other incorrect registration is not permitted.
7.2 The contracting party undertakes to inform zadego GmbH immediately of any change in the information provided in the course of the conclusion of the contract, in particular also a change in the number of rooms as well as a change of address. zadego GmbH is entitled to charge any resulting increase in the fee from the time of the change, irrespective of when it was announced by the contracting party. A resulting arithmetical reduction of the fee does not result in an obligation of (pro rata) repayment of the fee by zadego GmbH during the term of the contract.
7.3 zadego GmbH is entitled, but not obliged, to check the correctness of the information provided.
7.4 The customer confirms that he has checked the documents and information to be used (e.g. photos, pictures or texts) for possible, possibly existing copyrights and/or other rights of third parties and confirms that such rights of third parties are not infringed by the use in EASYBOOKING. The customer is therefore exclusively and fully liable for the correctness and legality of the data and contents provided and entered by him. If claims are asserted against zadego GmbH by third parties due to such an infringement, the customer will indemnify and hold zadego GmbH harmless and also reimburse zadego GmbH for the necessary and reasonable costs incurred for legal defence.
7.5 The access may only be used for the customer's own (business) purposes. A transfer of rights and obligations is not permitted without the express consent of zadego GmbH. The customer has to ensure that his access data are carefully stored. The customer receives access to the "Online Academy" for the term of the contract, where information material on the correct use of EASYBOOKING is provided. Any further written documentation, such as in particular instructions for use, are not part of the scope of services and the provision of such is not even possible due to the constant technical adaptations and further developments.
7.6 The Customer is obliged not to carry out any attacks on the functionality of EASYBOOKING or to facilitate or promote such attacks (e.g. hacking attempts, spyware, virus attacks, worms). The Customer undertakes to immediately report any defects or damage that may impair security or trouble-free operation and to take all measures that enable the defects or damage and their causes to be identified or facilitate or accelerate the elimination of the malfunction.
8. SPECIAL FEATURES OF THE SUBJECT MATTER OF THE CONTRACT (HOSTING/WEBSITE)
8.1 General / Exclusive Joint Use Option
8.1.1. Within the scope of this subject matter of contract zadego GmbH creates a website (the "Website") on behalf of the customer (in addition to the provision of a PMS [such as the product "Julia"]) and provides domain hosting services to the customer in this context via a separate order. In this context, the Customer receives virtual storage space as part of a cloud solution (the "Storage Space").
8.1.2 The Customer acknowledges that the Website and the Storage Space can only be used in conjunction with the PMS system "Julia". In the event of termination of this service (PMS), the website and the storage space can therefore also no longer be used. In this case, the customer has no right to transfer the website and the storage space to another provider.
8.1.3. zadego GmbH also points out in this context that data processing is sometimes outsourced to third party providers.
8.1.4 For further details on the subject of data protection, we recommend that you also read the detailed data protection statement on our homepage at (https://www.easybooking.eu/de/). Our support team is also available at all times to answer any questions you may have in this regard.
8.1.5 All other clauses of these General Terms and Conditions shall also apply in full and without exception to this subject matter of the contract (clause 8). Only in the event of contradictions between the GTC of this subject matter of the contract (clause 8) and the other clauses of these GTC shall the statements under clause 8 take precedence.
8.1.6. zadgeo GmbH will endeavour in this context to make the data stored by the customer according to the contract available to the public via the network to be maintained by zadego GmbH and the internet connected to it (collectively referred to as "web hosting services" or as "web server"). The customer has neither rights in rem to the server hardware nor a right of access to the premises where the server hardware is located. The third-party provider currently guarantees an accessibility of 99% on an annual average. Zadego GmbH is only responsible for the accessibility insofar as the non-accessibility to the part of the network operated by it or the web server itself was caused by zadego GmbH intentionally or through gross negligence. zadego GmbH has the right to use third party providers for the provision of services in this context at any time and to any extent.
8.2 Special obligations of the customer
8.2.1 The customer is solely responsible for the domain itself as well as for all contents which the customer keeps accessible or stores on the storage space exclusively allocated to him. Within the scope of his obligation to comply with the statutory and contractual regulations, the customer shall also be responsible for the conduct of third parties acting on his behalf, in particular for vicarious agents and persons employed by him in the performance of his obligations. This also applies to other third parties to whom the customer knowingly provides access data to the services and performances of zadego GmbH. Zadego GmbH is not obliged to check the customer's storage space for possible infringements.
8.2.2. the customer undertakes to keep passwords received from zadego GmbH for the purpose of access strictly secret and to inform zadego GmbH immediately as soon as he becomes aware that unauthorised third parties are aware of the password.
8.2.3. the customer undertakes to inform zadego GmbH immediately and completely if claims are asserted against him in or out of court due to the use of the contractual services.
8.3 Special restrictions of use for the customer / third party rights
8.3.1 The customer has to ensure that the internet presences or data of other customers of zadego GmbH, the server stability, server performance or server availability are not impaired. In particular, the customer is not permitted to operate banner programmes (banner exchange, ad server, etc.) on the website.
8.3.2 The customer is obliged to provide and continuously update prescribed information on his website and vis-à-vis zadego GmbH within the framework of the legal provisions, in particular in compliance with the Consumer Protection Act (KSchG), the E-Commerce Act (ECG) and the Media Act.
8.3.3 The contents retrievable from the web server, the data stored there as well as the keywords used for the entry in search engines must not violate legal prohibitions, morality and/or the rights of third parties (in particular intellectual property rights such as trademarks, rights to names and copyrights). The customer is also not permitted to offer or have offered pornographic content or services aimed at making a profit (gambling, sports betting, etc.) which have pornographic and/or erotic content (e.g. nude pictures, peep shows, etc.) as their subject matter.
8.3.4 If claims are asserted against zadego GmbH by third parties due to a possible infringement of rights in this respect, the customer will indemnify and hold zadego GmbH harmless and also reimburse the necessary and reasonable costs for legal defence.
8.4. E-mail receiving and sending / spam e-mails / cold calling / privacy policy for guests
8.4.1. The maximum size of the emails to be sent via the websites hosted by zadego GmbH is limited to 10 MB each.
8.4.2. Zadego GmbH points out to the customer that the sending of information and advertising about activities and the range of services by the customer to guests is only permitted if the guests have given their consent. The proof of a corresponding consent (in particular according to § 107 paragraph 2 of the Telecommunications Act) of the respective guest is the sole responsibility of the customer. The customer is solely responsible for the content of the e-mail messages and other communications. Liability on the part of zadego GmbH is also excluded in this context.
8.4.3. As a (free) service, zadego GmbH provides the customer with a data protection declaration for guests that is not individualized for the company of the individual customer and which, among other things, gives the guest's consent to the transmission of certain guest data required for the provision of the service and the fulfillment of the contract in addition to the customer also to zadego GmbH for the provision of their services.
8.4.4. This data protection declaration relates exclusively to the data provided by the guests as part of the booking/enquiry via the website, which is subsequently processed by zadego GmbH and the customer. zadego GmbH is not liable for the completeness and correctness of the data protection declaration provided (free of charge). Liability of zadego GmbH (in particular in the relationship between zadego GmbH and the customer) for any data protection violations and all direct and indirect claims in connection therewith is excluded. Should zadego GmbH be sued by third parties, in particular guests of the customer, for such an infringement,
8.4.5. The customer acknowledges that this data protection declaration - depending on the structure of the customer's specific company - sometimes only covers a small area of data processing by the customer and is therefore generally not sufficient for the data protection-compliant processing of personal data in the customer's company and cannot replace individual data protection advice related to the customer's company. The customer independently undertakes to ensure appropriate protection of the data made available to him by guests (also via zadego GmbH) in accordance with the statutory provisions.
9. CONTRACT DURATION / CONTRACT TERMINATION
9.1. Unless a different contract term has been agreed in the contract between zadego GmbH and the customer, the minimum contract term is usually 24 (in words: twenty-four) months.
9.2. The customer can terminate the contract directly in the software ("EASYBOOKING") by giving three months' notice before the end of the contract period under the menu item "My EB" -> "My Account" -> "Contract Information". In this case, the termination is timely.
9.3. If the contractual relationship is not terminated by the customer in good time, the term of the contract is automatically extended by the originally agreed contract term. If the customer and zadego GmbH cannot agree out of court on the further procedure (amount of the payment claims, contract term, etc.) in the event of a termination that is not given in due time, the customer acknowledges that zadego GmbH is in any case entitled (but not obliged) to charge the originally agreed or at least the set-up costs according to the original individual offer plus the fees for half of the original contract period as flat-rate compensation. The customer undertakes to pay these amounts within 14 days of being requested to do so by zadego GmbH. zadego GmbH expressly reserves the right to assert a claim for performance, i.e. to enforce the extended contract period.
9.4. zadego GmbH can terminate the contract from the beginning of the agreed contract term, subject to a period of notice of three months before the end of the contract term, in writing by registered letter or e-mail, in each case to the address specified by the customer in his order, without giving reasons. In the period between the conclusion of the contract and the agreed start of the contract period, zadego GmbH can withdraw from the contract at any time without giving reasons.
9.5. The right to extraordinary termination for good cause remains unaffected. An important reason that entitles to an extraordinary termination applies in particular if the customer violates a provision of these GTC or the customer does not fully meet his payment obligation despite (even a single) reminder. A termination by the customer before the end of the agreed minimum contract term is expressly excluded, with the exception of extraordinary termination for good cause.
9.6. During the term of the contract, the customer has the option of exporting the so-called master data of their guests (name and address) from EASYBOOKING. At the end of the contract period (whether due to ordinary or extraordinary termination), this option ends definitively and neither the master data nor the other data (such as in particular invoices, booking history of the guests, etc.) are no longer available.
10. DATA PROTECTION / DATA TRANSFER TO THIRD PARTIES
10.1. Zadego GmbH processes company-related (and sometimes also personal) data (the “data”) on the basis of the existing or prospective contractual relationship for the agreed purpose and within the framework of the legal provisions to the extent that the data processing is necessary for the provision of services by the zadego GmbH are required.
10.2. Furthermore, and in addition to the statements in the paragraph above, the customer expressly agrees that zadego GmbH processes the data within the scope of contract processing.
10.3. In this context, zadego GmbH also points out that data processing is sometimes outsourced to third-party providers.
10.4. For further details on the subject of data protection, we recommend that you also read the detailed data protection declaration on our homepage at (https://www.easybooking.eu/de/). Our support team is also happy to answer any questions you may have in this regard.
10.5. zadego GmbH is not responsible if third parties succeed in illegally gaining access (hacker attacks, etc.) to the data. Liability of zadego GmbH is expressly excluded in this context.
10.6. The customer confirms that they have a great interest in the company and in particular the available capacities being made known to the largest possible number of guests.
11. AVAILABILITY / INTERRUPTIONS
11.1. During the term of the contract, zadego GmbH provides the customer with a software solution via online access and virtual storage space as part of a cloud solution in the current version.
11.2. The customer is aware that the services and facilities of third parties are also required for the provision of services by zadego GmbH and that, for this reason alone, constant availability of the services is not possible. In this context, too, zadego GmbH is not liable for the behavior of third parties and the customer does not have any claims as a result.
11.3. It is also not possible (particularly for technical reasons) within the area of responsibility of zadego GmbH that the agreed services are accessible without interruption, that the desired connections can always be established or that stored data are retained under all circumstances. zadego GmbH assumes no liability for this, unless zadego GmbH acted intentionally or with gross negligence. The other exclusions of liability or limitations remain unaffected.
11.4. In cases of force majeure, strikes, restrictions on the services of network operators or during repair and maintenance work (such as in particular the import of updates), rectification of other faults, there may be restrictions or interruptions in the provision of services. The customer has no claims against zadego GmbH from these restrictions and interruptions.
12. LIMITATIONS OF WARRANTIES
12.1. During the term of the contract, zadego GmbH provides the customer with a software solution via online access and virtual storage space as part of a cloud solution in the current version.
12.2. In view of the fact that this is computer software in the broadest sense, zadego GmbH cannot assume any liability or guarantee that EASYBOOKING will function correctly and that all (possible) software errors have been or can be corrected. The software corresponds to the respective state of the art. However, errors can also occur with state-of-the-art software. The customer is aware of these circumstances. Since the individual requirements of the respective customer are different, zadego GmbH assumes no liability and does not guarantee that EASYBOOKING meets the respective individual requirements of the customer.
12.3. zadego GmbH guarantees that the functionality of EASYBOOKING essentially corresponds to the respective individual offer, including the corresponding updates and provided online release notifications ("changelog"). Specifications set out in the respective offers or in other documentation do not constitute express or implied warranties.
12.4. The warranty period is twelve months. Within the warranty regulated in this section, zadego GmbH may, at its own discretion, remedy defects in EASYBOOKING by troubleshooting, procurement of replacements, updates or version releases ("subsequent performance"). Within the scope of the warranty, the customer is not entitled to compensation or reimbursement of futile expenses (e.g. for their own attempts to remedy the defect).
12.5. Any warranty and/or liability by zadgeo GmbH is excluded if the customer does not use EASYBOOKING as intended or improperly, or if the customer uses EASYBOOKING in connection with other products or technologies that are not specified or approved by zadego GmbH.
12.6. If a defect becomes known, the customer must report or notify this in writing immediately, but no later than within seven days. Explicit reference is made to the provisions of § 377 ff UGB.
13. LIMITATIONS OF LIABILITY
13.1. zadego GmbH is not liable for damages, delays or impediments to performance that are outside their area of responsibility.
13.2. The zadego GmbH is not liable for damage that can be traced back to an unsuitable, improper use of the software or one that is not intended according to these terms and conditions.
13.3. Apart from personal injury, zadego GmbH is only liable for damage caused by zadego GmbH intentionally or through gross negligence. The liability for damage caused by zadego GmbH through simple gross negligence (in the sense of gross negligence that is not so blatant that it does not have to be reckoned with based on everyday experience and honest traffic practice) is, to the extent permitted by law permissible, the amount is limited to the annual fee already paid by the customer.
13.4. zadego GmbH accepts no liability for indirect damage and consequential damage, in particular for any loss of profit or other claims by third parties. This expressly includes double room bookings and damage caused by errors or defects in interfaces with third-party software. Any further liability of zadego GmbH is excluded.
13.5. It is again stated that zadego GmbH assumes no liability for the content and data provided by the customer. zadego GmbH does not check the content provided or used by the customer or the information offered by third parties or services from third parties and assumes responsibility for their content and/or their availability and for data transmission errors, even if they fall within the sphere of zadego GmbH, in particular for in double room bookings with the customer arising in this connection, no liability of any kind.
13.6. Especially against the background of the customer's agreed control obligation, zadego GmbH accepts no liability for incomplete and/or incorrect entries by its employees during setup, when installing updates (particularly price updates) or within the scope of support services.
13.7. Claims against zadego GmbH and/or other damages caused by access delays or hindrances due to force majeure or due to events that make it significantly more difficult or impossible for zadego GmbH to access EASYBOOKING or are based on reasons that zadego GmbH is not responsible for has represented, including in particular war, natural disasters, fire, strike, sovereign intervention, disruptions to the Internet, failure of the power supply, failure of telecommunications networks or data lines, system failures, network problems, booking errors that occur in the customer's system, zadego GmbH has in no way case to represent.
13.8. If EASYBOOKING uses links, system interfaces or other references to third-party information offers or promotes the services of third-party providers, this does not mean that zadego GmbH makes these contents and services part of EASYBOOKING. zadego GmbH is not liable for the correctness and completeness of the databases provided or for incorrect searches in the databases. There is no obligation for zadego GmbH to update, correct and complete the databases.
14. INDEMNIFICATION
14.1. The customer is fully liable for his entries in EASYBOOKING and the claims of third parties derived from them.
14.2. The customer undertakes to fully indemnify and hold zadego GmbH, its shareholders, managing directors or employees harmless against claims by third parties which arise due to incorrect, incorrect or untrue entries by the customer in EASYBOOKING. This indemnity and indemnification also applies in particular to claims by third parties that arise from violations of these General Terms and Conditions by the customer.
15. PRODUCT UPDATES / NEW PRODUCT INTRODUCTION
15.1. Product updates are considered an integral part of EASYBOOKING and are subject to these GTC unless zadego GmbH has specified any other conditions as part of their delivery, download or installation. Product updates made available hereafter take the place of the previous product and replace it.
15.2. The customer is not entitled to a product version without an update being available at the same time after a product update.
15.3. zadego GmbH is free at any time to offer modified versions of EASYBOOKING or new products for an additional fee.
15.4. The introduction of new products is also exclusively subject to these terms and conditions, unless zadego GmbH has specified any other conditions within the scope of their delivery, download or installation. New products made available hereafter take the place of the previous product and replace it.
16. NON-ASSIGNABILITY / ASSIGNABILITY
16.1. Subject to the express written consent of zadego GmbH, the customer is not entitled to transfer the claims arising from this contractual relationship to third parties, including affiliated companies, in any form whatsoever.
16.2. On the other hand, zadego GmbH has the unrestricted right at any time to transfer the claims arising from this contractual relationship in whole or in part, for a fee or free of charge, to third parties in whatever form. zadego GmbH will notify the customer of such a transfer in writing. A transfer does not authorize the customer to terminate the contractual relationship.
17. GENERAL PROVISIONS
17.1. Severability Clause
17.1.1. Should any provision of these GTC be held by a court to be invalid, void or unenforceable in whole or in part under applicable law, the remainder of the GTC shall not be affected and the remaining provisions of the GTC shall remain in effect.
17.1.2. The same applies to any gaps. The ineffective provision is replaced by a provision that comes as close as possible to the ineffective one in economic terms. The same applies to any gaps in the General Terms and Conditions.
17.2. Choice of law / applicable law / place of jurisdiction / place of performance
17.2.1. These General Terms and Conditions and all disputes arising from or in connection with the (also the initial conclusion of this) contractual relationship between zadego GmbH and the customer are exclusively subject to Austrian law with the exception of the reference standards to foreign law and with the exception of the IPRG and the UN Sales Convention .
17.2.2. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract or already in connection with the formation of this contract is the court responsible for the decision in 6020 Innsbruck, Austria.
17.2.3. The place of performance is the registered office of zadego GmbH in 6020 Innsbruck.
17.3. Written form reservation
17.3.1. Changes, additions or the cancellation of these GTC or any other agreements between the contracting parties must be in writing.
17.3.2. This also applies to a complete or partial modification or cancellation of this written form requirement.
17.4. Contract language / communication
17.4.1. Unless otherwise agreed, communication takes place exclusively in German.
17.5. Ban on compensation
17.5.1. The parties to the contract agree that offsetting any counterclaims of the customer with claims of zadego GmbH is excluded by mutual agreement and in accordance with clause 17.5.2.
17.5.2. An offsetting of a possible payment obligation of the customer is nevertheless permissible if the customer's claims against zadego GmbH have been expressly recognized by the latter or in the event that they are based on a final and enforceable judgement.
17.6. Gender-Neutral Wording
17.6.1. Insofar as personal designations are only used in the masculine form in this contract, they refer to women and men in the same way. When applying the designation to specific persons, the respective gender-specific form is to be used.
Innsbruck, February 2023