Terms and Conditions

General Terms and Conditions (GTC)

1 Introduction / Scope of application

1.1 The following Terms of Use (hereinafter referred to as “Terms”) apply to all business relationships between Ployify GmbH, FN 596272x, Trauttmansdorffgasse 13/3/2, 1130 Vienna (hereinafter referred to as “Ployify”), and its respective Contractual Partners (as defined below).

1.2 Ployify provides Users with the following applications (hereinafter individually or collectively the “Application(s)”): (i) Rememebli, (ii) Overtory and (iii) Docuu.ai (hereinafter collectively the “Webapps”) and (iv) Remembli Web and (v) Docuu.ai Web (hereinafter collectively the “Mobile Apps”).

1.3 The term “Contract Partner” of Ployify includes (i) companies (each hereinafter the “B2B Contract Partner”) and individuals (consumers hereinafter the “B2C Contract Partner”). The term “User” means (i) in the case of companies, a natural person clearly designated by the Contractual Partner who is in an employee or other instruction relationship with the Contractual Partner and who is entitled to use the applications on the basis of a license acquired by the Contractual Partner, or the Contractual Partner itself, (ii) in the case of B2C Contractual Partners, the Contractual Partner itself.

1.4 The Terms regulate the rights and obligations as well as the conditions in connection with the use of the applications provided by Ployify.

1.5 The personal designations used in these Terms and the Applications refer equally to female, male and diverse persons. In the interest of better readability and user-friendliness, we refrain from using double designations and gendered terms.

2. use of the applications

General / Obligation to register

2.1 During the term of the contract, Ployify provides the contractual partner or user with the use of the software in question, which is hosted by a hosting partner with data centers in the EU.

2.2 All applications can only be used by users after successful, fee-based registration.

Miscellaneous

2.3 The user is responsible for the use of the applications, the proper and lawful processing of data within the applications, their accuracy and the results obtained within the applications. The User warrants that the processing of the data entered by him into the Applications does not violate the rights of third parties or otherwise violate applicable law and shall fully indemnify and hold Ployify harmless in this respect. Users are obliged to carry out all activities only in accordance with the applicable legal provisions.

2.4 The Applications may not be made available to third parties without the prior written consent of Ployify.

2.5 The User is obliged to use the latest available version of the Applications, which are automatically provided by Ployify. The user is solely responsible for adjustments and updates of the individual settings.

2.6 Users automatically receive access to updates and patches during the term of the contract. Critical security updates are prioritized and users are informed immediately. The Ployify support team is available at hello@Ployify.at in the event of errors or malfunctions of the applications. User queries are usually answered within 24 hours. In the event of problems or delays, the user is informed proactively. Feedback from users is used to continuously improve the applications.

2.7 The user is obliged to comply with appropriate technical and organizational security standards and not to misuse the applications (e.g. introduction of malware, circumvention of protection mechanisms).

2.8 The Internet connection of the contractual partner, its maintenance, the sufficient speed of the same, as well as hardware and software requirements to be fulfilled on the part of the contractual partner, are not the subject of this contract.

2.9 The software is available 24 hours a day, 7 days a week. Excluded from this are necessary or required maintenance work as well as hardware, software and infrastructure-related influences on the part of Ployify. These will be announced as far in advance as possible.

2.10. The User is not entitled to make copies of the applications of any kind, unless otherwise agreed in writing with Ployify. This also includes the output of the program code to a printer, photocopying of the documentation or parts thereof. The output of reports is excluded from this provision.

2.11. The user is not permitted to reverse engineer the applications, trade secrets and/or other confidential information in accordance with § 26d para. 2 no. 2 UWG.

2.12. The applications contain protective notices (such as copyright notices and other legal reservations) that refer to the author of the applications. These protective notices must be retained unchanged and may not be changed, removed or otherwise made unrecognizable.

2.13. Der Vertragspartner stellt sicher, dass weder er noch die anderen von ihm verwalteten Nutzer sanktioniert sind, keine sanktionierten oder illegalen Geschäfte betreiben oder Geschäftsbeziehungen zu sanktionierten Unternehmen oder Personen unterhalten und dass der Dienst von Ployify nicht für solche Geschäfte genutzt wird. Sollten dem Vertragspartner solche oder ähnliche Tatsachen bekannt werden, ist er verpflichtet, Ployify unverzüglich zu informieren und die Nutzung von Ployify einzustellen.

3. Zugangsdaten / Zugangsschutz

3.1 Bei der erstmaligen Nutzung der Anwendungen werden einem bestimmten Nutzer Zugangsdaten, bestehend aus Benutzername/E-Mail-Adresse und Passwort, zugewiesen, mit denen der Nutzer auf die Anwendung zugreifen bzw. diese nutzen kann. Darüber hinaus stehen dem Nutzer verschiedene Single-Sign-On-Anwendungen und Authentifizierungsmethoden für den Zugang zur Verfügung (Google, Apple, Firebase).

3.2 The user is obliged to take all necessary measures to protect all access data (in particular user name, password) from unauthorized access by third parties and to keep them secret. If the User becomes aware of any misuse of the access data or if the User even suspects such misuse, the User is obliged to inform Ployify immediately. Any action taken via the User's account in question shall be attributed to the User until the misuse is reported.

3.3 The User shall be fully liable for any third-party use of his customer account caused by the User. In particular, the user shall be liable for third-party use if the user has enabled the unauthorized use of his account, even if only negligently.

3.4 Without the express written consent of Ployify, the access data assigned to a user may not be rented, leased, lent, sublicensed or otherwise made available to a third party.

4. rights of use

4.1 Ployify grants the contractual partner a non-exclusive, simple right of use with regard to the contractual software, which is limited in time to the term of this contractual relationship and cannot be further licensed, sublicensed or otherwise transferred. The contractual partner shall in any case be entitled to designate one or more users in accordance with the specific agreement.

4.2 These Terms do not grant any further rights to the software of the contractual partner or the users. The contractual partner may therefore not decompile, disassemble or otherwise break down the software into its components. The contractual partner may not remove any copyright or trademark notices from the software.

4.3 The right of use relates to the software and the associated documentation.

5. support

Ployify offers its customers different levels of support according to their needs.

Basic Support

5.1 The support to which each contractual partner is entitled includes e-mail support with a maximum response time of 72 hours on working days. Basic questions and problems are covered. Unless otherwise agreed, basic support is deemed to have been agreed.

Premium support

5.2 Premium support is offered for customers with increased support requirements. This includes telephone support, prioritized processing of support requests, faster response times and dedicated support staff. Premium Support can be purchased for an additional fee.

6 Fees and payment modalities

6.1 The use of the applications is subject to the fee shown in the applications.

6.2 All fees are net fees, plus any statutory value added tax. Charges shall be invoiced exclusively in the currency “Euro”.

6.3 Payment methods available to the contractual partner include payment by credit card, Paypal and Apple Pay. All payments are processed via the payment service provider “Stripe” - for more information on Stripe, please refer to the privacy policy. The service is activated after receipt of payment.

6.4 Invoices are issued for each billing period in advance or immediately after acceptance of the offer. Invoices are payable without deduction within 14 days of receipt. The specific billing period (e.g. monthly, annually) shall apply in accordance with the offer.

6.5 In the event of late payment, Ployify reserves the right to suspend access to the Service until all outstanding amounts have been paid. In addition, default interest in the amount of 9.2% above the base interest rate shall apply.

6.6 Ployify reserves the right to make annual fee adjustments plus ancillary claims. The consumer price index 2020 published monthly by Statistics Austria or an index replacing it increased by two percentage points each time serves as a measure for calculating the stability of value. The index figure currently published at the time of conclusion of the contractual relationship between the contracting parties shall serve as the reference value for value retention. In the event that no index calculation can be used, the value-secured remuneration (including ancillary claim) shall be calculated according to analogous principles based on the most recent relevant index. All rates of change are to be calculated to one decimal place. Ployify does not waive the increase amounts resulting from the value protection by accepting the fee or invoicing without an increase amount.

6.7 Price and contract changes shall be announced in writing (e.g. by e-mail) in good time, at the latest three months before the end of the calendar year. The contractual partner is permitted to react to changes and, if necessary, to terminate the contractual relationship within 14 days of becoming aware of them.

6.8 Offsetting against counterclaims of any kind whatsoever is excluded.

7 Term and termination

7.1 The contract between the user and Ployify is concluded for an indefinite period of time. Each contracting party has the right to terminate the contract by giving 4 weeks' notice to the last day of each month (ordinary termination). Notice of termination must be given by e-mail. Both contracting parties are entitled to terminate the contract for good cause with immediate effect.

7.2 Ployify is entitled to terminate a contract at any time without notice, with regard to the entire contract or individual parts thereof, if there is good cause. Good cause shall be deemed to exist in particular if (i) the User violates official regulations or the provisions of these Terms or (ii) the User takes or has taken actions detrimental to Ployify; in particular, if the User has entered into agreements with other companies that are detrimental to Ployify, contrary to common decency or the principle of competition.

8 Warranty and liability

8.1 Ployify warrants the proper operation of the Applications under the regular conditions.

8.2 Ployify shall be liable for any claims for damages in accordance with the following provisions or limitations:

i.) towards B2B contractual partners: only due to intentional or blatantly grossly negligent attributable behavior; liability for simple gross and slight negligence (except in case of breach of a primary contractual obligation) is excluded; any burden of proof regarding warranty or damage claims lies with the user; § 924 2nd sentence ABGB does not apply;

ii.) vis-à-vis B2C contractual partners: due to intentional or negligent attributable behavior; liability for slight negligence (except in the event of a breach of a primary contractual obligation) is excluded;

iii.) vis-à-vis all contractual partners: compensation for consequential damage and financial loss, in particular damage caused by failures due to the effects of force majeure and damage from injuries of all kinds attributable to the sphere of third parties, is excluded.

8.3 All limitations and restrictions of liability stated herein shall not apply to cases of culpable injury to life, body or health of natural persons by Ployify and furthermore not to the mandatory liability of Ployify under the Product Liability Act.

8.4 Ployify shall not be liable for the correct input of data; in particular, Ployify shall not be liable for the correctness of e-mail addresses entered by users to which documents are sent. On the other hand, Ployify is liable for the storage of data and documents stored in the applications for the duration of the statutory retention periods.

9. blocking and deletion of users

9.1 Ployify reserves the right to deny, block or delete a User's access to the Platform at any time, in particular if Ployify becomes aware or has reasonable concerns that

i.) the user has provided incorrect or incomplete information, in particular with regard to his personal data

ii.) the information provided by the User cannot be verified or confirmed

iii.) the verification of the User's legal compliance indicates irregularities;

iv.) the User violates fundamental provisions of these Terms; or

v.) the User engages in behavior that could adversely affect Ployify and impair the use of the Applications.

10 Intellectual property rights

The user is liable in accordance with the statutory provisions for ensuring that the use of the uploaded documents does not infringe any intellectual property rights, including trademark, design, patent or any other property rights, copyrights and business or trade secrets of third parties in Germany and abroad. In addition, the user undertakes to fully indemnify and hold Ployify harmless in the event of an infringement of such (intellectual property) rights of third parties.

11 Confidentiality

11.1 The contracting parties undertake to treat all confidential data and information as well as business secrets of the other contracting party arising from or in connection with the use of the applications as confidential vis-à-vis third parties and, unless they are subject to a duty of disclosure in judicial or administrative proceedings, not to disclose them to any third party.

11.2 The contracting parties undertake, where applicable, to impose the confidentiality obligation set out in clause 9.1 on their respective employees, vicarious agents and other persons attributable to them in connection with the performance of the contract.

11.3 The confidentiality obligation agreed in this clause 9 shall remain in force without time limit even after termination of the contract.

12 Data protection

12.1 Data protection is important to Ployify. Information on the subject of data protection can be found in the following privacy policy: Privacy Policy.

13. final provisions

13.1 Ployify has a legitimate interest in informing users about news regarding Ployify's services (e.g. updates, upgrades, security-relevant information, user information) by means of newsletters. The user can object to the corresponding use of his personal data at any time by clicking on the corresponding link within the newsletter or by sending an email to hello@ployify.com.

13.2 These Terms shall be governed by Austrian law, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

13.3 The place of jurisdiction for all disputes arising from or in connection with these Terms shall be the court with local and subject-matter jurisdiction for Eisenstadt.

13.4 Amendments and supplements to these Terms shall only be effective if they are made in writing (e-mail is sufficient) and agreed by the contracting parties. This shall also apply to amendments and supplements to this clause. Notwithstanding the above, Ployify reserves the right to amend these Terms at any time. The changes shall be notified to the contractual partner by e-mail. In the event of amendments to the contract, the contractual partner has the right to object to the amendments in writing (by e-mail is sufficient) within a period of four weeks. If no such objection is made to Ployify within the aforementioned period, the amended Terms shall be deemed accepted.

13.5 Deviating, conflicting or supplementary general terms and conditions shall not become part of the contract, even if Ployify is aware of them, unless Ployify expressly agrees to their validity in writing (e-mail is sufficient) on the basis of individual agreements.

13.6 If any clause or part of a clause of these Terms is found to be invalid, illegal or unenforceable for any reason, this shall not affect the validity or enforceability of any other provision of these Terms. In this case, the following shall apply to B2B contractual partners: the wholly or partially invalid provision shall be replaced by a provision whose economic effect comes as close as possible to that of the invalid provision and most closely corresponds to the hypothetical intention of the parties; the same shall apply in the event of loopholes in these Terms.

These Terms are drafted in different languages. In case of doubt, the interpretation according to the German version of these Terms shall prevail.