1. General
1.1. EDITEL Austria is a service provider for the handling of electronic business transactions. The subject of these General Terms and Conditions is the use of services (hereinafter referred to as "Services") of EDITEL by the customer that are described in the service contract (SC).
2. Responsibilities of EDITEL
2.1. EDITEL will provide all Services in accordance with the provisions of the SC and the corresponding appendices.
2.2. EDITEL can provide these Services itself or have them provided by subcontractors. EDITEL can select subcontractors at its own discretion and under their own responsibility in order to guarantee the corresponding professionalism when carrying out the Services.
3. Registration and contact
3.1. In order to be able to guarantee the smooth implementation, the ongoing operation and support, the customer has to notify EDITEL of the corresponding contact persons.
4. Help desk, support
4.1. The EDITEL help desk offers telephone support seven (7) days a week, around the clock. During office hours, this support will be provided in the respective national language and outside of office hours in English.
4.2. The current telephone number of the EDITEL help desk can be found on the EDITEL homepage www.editelgroup.com
5. Maintenance and change management
5.1. Maintenance means appropriate and regular activities for the updating, improvement and safeguarding of the Services.
5.2. EDITEL can carry out changes to the Services without the prior consent from the customer, whereby these changes do not have any effects on the quality and the scope of the Services and the functionality in accordance with the SC is not changed.
5.3. The customer agrees that the services may not be available at times due to maintenance work or technical changes. The customer is itself responsible for necessary back-up processes of its own data.
6. Collaboration
6.1. The customer undertakes to collaborate appropriately and sufficiently with EDITEL to fulfill the SC. This collaboration primarily relates to any type of hardware, software or other infrastructure equipment of the IT system that are connected with the Services of EDITEL via interfaces. The contact person for EDITEL for the coordination of this collaboration is the contact person named in the SC.
6.2. In the event that the customer fails in the collaboration within an appropriate period of time or in the agreed extent, or refuses such a collaboration, the required period to fulfill the obligations of the SC will be extended by the time lost that was not available to EDITEL to solve the task.
7. Rights and obligations of the customer
7.1. The customer undertakes
- to ensure the installation of hardware and software components that are necessary to connect the EDITEL
services to the customer's system; - to provide EDITEL with the data in accordance with the agreed conditions and in the agreed format. If the data
should not correspond to the agreed conditions and the agreed format, such data will be marked as erroneous
or invalid and will not be processed further.
7.2. The customer will ensure that planned changes or adjustments to its system are carried out so that its systems can be properly connected or continue to be properly connected to the Services of EDITEL even after these changes or adjustments.
7.3. The customer undertakes to notify EDITEL of any disruption detected without delay (help desk).
7.4. The customer undertakes to take appropriate measures against the misuse of access authorizations, in particular in the event that a customer's employee leaves the company.
7.5. The transmission or processing of data of third parties (data that cannot be directly assigned to the customer) will be viewed as a serious breach of this contract pursuant to point 11.3.
8. Fees and conditions of payment
8.1. The customer undertakes to pay EDITEL pursuant to the price list (this can be requested at info@editel.at). EDITEL is entitled to make changes with a lead time of three months.
8.2. At the start of each month, EDITEL will issue an invoice for the Services of the previous month and the customer undertakes to pay the invoice amount without any deduction within 14 days from when the invoice is issued.
8.3. All prices are exclusive of VAT. VAT will be indicated separately pursuant to the national statutory regulations.
8.4. In the event of payment arrears on the part of the customer, EDITEL will notify the customer in writing and determine a new payment date. In the event that the customer is also in arrears with regard to the new payment date, EDITEL will charge 0.05% of the outstanding amount as interest for each day of the arrears.
9. Liabilities
Liability of EDITEL
9.1. EDITEL is liable for damage caused in a willful or grossly negligent manner pursuant to the statutory provisions.
9.2. With the exception of point 9.1., the liability of EDITEL is limited to the amount of the payments by the customer within the last six months before the event. A liability on the part of EDITEL for slight negligence, indirect, special or consequential damage, including loss of earnings, expected savings that have not materialized, costs for replacing goods, damage to the business or damage to reputation as the consequence of actions or omissions is excluded.
9.3. EDITEL is not liable for damage such as products and services of third parties delivered to the customer or for any actions or omissions by third parties.
Liability of the customer
9.4. In the case of gross negligence and willful intent on the part of the customer, its staff or other agents, the customer will indemnify EDITEL as well as its employees or third parties entrusted by EDITEL with carrying out the Services for breaches, loss and damage to assets and hold them harmless. This includes all damage or losses to items and assets if these are under the customer's control, irrespective of whoever, except for EDITEL, has caused them.
10. Software license
10.1. Software that is provided to the customer by EDITEL may only be used by the customer during the term of the SC and solely in conjunction with the Services. All rights, in particular to the usage of this software, remain with EDITEL.
11. Entry into force of the SC
11.1. The SC enters into force when the confirmation of registration is sent.
11.2. The SC is concluded for an indefinite period of time. It can be terminated to the end of each calendar month in writing, giving a period of notice of six months.
11.3. Each contractual party can terminate the SC in writing in the event of a serious breach by the other contractual party over a period of 30 days, whereby the letter of termination has to describe the breach. All invoiced amounts become immediately due with the termination.
11.4. This contract can be terminated by mutual agreement at any time.
12. Trademarks
12.1. The customer acknowledges that the trademarks of EDITEL or any other trademark that EDITEL uses or takes over in its work are the sole property of EDITEL and solely EDITEL or licensees determined by it have a right to use these trademarks.
12.2. EDITEL acknowledges that the customer's trademarks are solely the customer's property and only the customer or the licensees determined by it have the right to use these trademarks.
12.3. For the duration of this SC, each party has the right to use the trademarks or company logos of the other party free of charge for their advertising and promotional material.
13. Data protection – General Data Protection Regulation (GDPR)
13.1. Areas of responsibility - EDITEL provides its services with which it makes it possible for the customer to communicate and conduct data traffic with other persons or archive data, and thus meets the technical requirements for data transfer or for archiving. The customer decides on the implementation of a data transfer, the selection of a data recipient and the content of saved or transferred data, or in the case of archiving, the content of data saved. In this scope, EDITEL is the processor pursuant to Art. 28 of the GDPR. As such, it is its task
- to facilitate a secure data transfer with which data are only transmitted to the recipient that the customer
determines autonomously; - to prevent access by unauthorized other persons (third parties), using the resources corresponding to the state
of the art so that confidentiality and data security are ensured; - during archiving providing the place of storage for the orderly saving of data and the possibility of transferring
saved data from there to another (external) place of storage selected by the customer.
In connection with this sub-area of data processing pursuant to the GDPR (Art. 4 Clause 2), EDITEL guarantees compliance with data secrecy (Section 6 GDPR) and the integrity and/or data security and confidentiality (protection against unauthorized or unlawful processing and unintentional data loss and unintentional data destruction or damage) and accordingly the taking of measures pursuant to Art. 32 GDPR that are suitable for establishing a level of protection appropriate to the risk, and the regular review, assessment and evaluation of the effectiveness of its technical and organizational measures to guarantee data security. On request, EDITEL will disclose the technical and organizational measures taken at EDITEL for this purpose. EDITEL will not take any note of the content of these data and is also not entitled to do so. EDITEL is therefore also not responsible for the selection of the data recipient. EDITEL therefore also does not have any consulting obligation towards the customer for a data processing that, with regard to its type and scope, exceeds this use of its communication equipment and archiving facility and the saving and transmission of data carried out with it, or that relates to the content of data saved or transferred with it. Solely the customer as the controller pursuant to the GDPR will decide under its own responsibility regarding the content of saved or communicated data and the purpose of a data archiving or the purpose and the selection of the recipient of a data transfer.
Consequently, solely the customer is responsible for data saved on an archiving service provided by EDITEL and saved and transferred data via a communication service provided by EDITEL that refer to natural persons
- are only processed in a lawful manner in good faith and in a transparent way (Art. 6 GDPR);
- have only been collected for defined, clear and legitimate purposes and may not be processed further in a
manner that is not reconcilable with this designated purpose; - are correct and up to date;
- are deleted or rectified immediately if they are incorrect;
- pursuant to the principle of data minimization, are only used and forwarded in the scope necessary for the
purposes of data processing; - pursuant to the principle of storage limitation, are only saved for the duration of the existence of the legitimate
purpose of the data processing.
13.2. Support - If it relates to the contractually compliant use of its data network, EDITEL will support the customer in the traceability of a data transfer so that it can meet requests for information from a data subject in this regard, except for the content of the data covered by these. If it relates to the contractually compliant use of its communication equipment, EDITEL will also support the customer if necessary in a report that has to be made to the data protection authority regarding a breach of the protection of personal data (Art. 33 Para. 1 GDPR) and in the notification to be made to the data subject in this regard (Art. 34 Para. 1 GDPR). If EDITEL
becomes aware of circumstances in its area of responsibility that indicate a breach of data security with regard to the data processed by the customer, EDITEL will notify the customer of this immediately (Art. 33 Para. 2 GDPR). The customer thus has the sole responsibility for the fulfilment of the rights of data subjects existing pursuant to the GDPR (Art.12) with regard to the
- information to be provided during the collection of data (Art. 13 and 14)
- right of access by the data subject (Art. 15)
- right to rectification (Art. 16)
- right to erasure ["right to be forgotten"] (Art. 17)
- right to restriction of processing (Art. 18)
- notification obligation regarding rectification or erasure of personal data or restriction of processing (Art. 19)
- right to data portability (Art. 20)
- right to object (Art. 21),
and that the measures are taken that are required to comply with this obligation (Art. 24).
13.3. Consent - The customer gives its general consent that EDITEL uses individual sub-processors to operate its communication equipment, whereby it is deemed to be understood that EDITEL has to vouch for these pursuant to the liability for vicarious agents (Section 1313a of the Austrian Civil Code (ABGB)). EDITEL will inform the customer about an intended change (replacement or addition) in the use of sub-processors.
13.4. Non-disclosure - EDITEL will ensure that all persons active for it will comply with data secrecy.
13.5. Digital signature - The customer guarantees towards EDITEL that natural persons for which EDITEL provides the possibility of the digital signature of documents in the communication system on the behalf of the customer, and natural persons that the customer discloses as possible recipients of such signed documents, have consent to the use of these data done for these purposes at EDITEL in a manner corresponding to the GDPR (Art. 7 GDPR). These data of a person are to be deleted in each case if that person revokes their consent (Art. 21 GDPR) or if it is to be excluded that digital signatures are still to be made for this person, or if a person disclosed as a possible recipient revokes their consent or such a person is no longer considered as a potential recipient of signed documents, which the customer has to disclose immediately to EDITEL to carry out the deletion.
13.6. Contact persons - The customer guarantees towards EDITEL that natural persons whose contact details the customer discloses in matters of the contractual relationship, in particular the administering of the contractual relationship, the invoicing and the settlement of services, the contract implementation, the maintenance and consulting services provided or to be provided by EDITEL, the exchange of information, the communication of messages and information, also if they are done for marketing purposes in a permissible manner, and the contacting for enquiries from EDITEL, or natural persons who contact EDITEL in this context on the part of the customer have consented to the recording and saving of their contact details at EDITEL and the use of these data at EDITEL for these purposes, in accordance with the GDPR (Art. 7 GDPR). Conversely, EDITEL gives the customer the assurance that natural persons whose contact data EDITEL has disclosed to the customer in conjunction with the contractual relationship have consent to the data saving, storage and use done for these purposes. In each case, such data of a person are to be deleted at the customer or at EDITEL if this person explicitly revokes their consent or no longer acts as a contact person in connection with the contractual relationship, which a contractual party has to notify to the contractual party within an appropriate period of time.
14. Other provisions
14.1. Complete agreement - Together with the General Terms and Conditions of Business, the SC forms the complete and sole agreement between the contractual parties with regard to the Services provided by EDITEL and replaces all other agreements between the contractual parties, in particular earlier agreements of a verbal or written nature. The SC can only be amended or supplemented in writing. Waivers with regard to a provision of this contract are to be drawn up in written form and signed by the authorized representative(s) of the company. In all cases, provisions of the SC with regard to the enforcement of the rights of the contractual parties that arise with or before the end of the contract retain their validity beyond the end of the contract.
14.2. Confidentiality - Information and data that are viewed by a contractual party as confidential and are handed over or disclosed to the other contractual party as a consequence of the implementation of this SC are to be treated as confidential by the receiving contractual party and only to be disclosed to the employees and authorized agents who are responsible for implementing this contract. No contractual party is liable for the disclosure or the use of data or confidential information if
- these have become publicly known separately from the breach of this contract;
- the receiving contractual party has received them from a third party without restrictions;
- these were known to the receiving contractual party beforehand;
- these were developed by the contractual party at any time entirely independently of any disclosure; or
- these have to be disclosed on the basis of statutory regulations.
These obligations and restrictions in the confidentiality are valid both during the contractual terms and after the termination or ending of this contract.
14.3. Data security - EDITEL and the subcontractors commissioned by EDITEL have to take all the technically and commercially appropriate measures to protect the stored data within its service environment against non-authorized access by third parties. EDITEL is not liable in the event that third parties acquire unlawful access to the data despite these measures. If EDITEL and its commissioned subcontractors do not fail to comply with these obligations of due care in a willful or grossly negligent manner, compensation claims in this regard are excluded. To protect its data, the customer undertakes to keep passwords strictly confidential and to change them regularly. The customer is liable for damage that results from the breach of these obligations and is solely responsible for protecting its data.
14.4. Resolution of disputes - The contractual parties will attempt to resolve disputes arising from or in connection with this SC through an amicable solution and in good faith. The negotiations between the parties in this context are to be conducted by persons of the contractual parties who are authorized to do so.
14.5. Severability clause - If individual or several provisions of this SC should be or become invalid or non-enforceable for whatever reason, this will not affect the remaining provisions of this contract. The invalid or non-enforceable provisions of this contract are to be replaced in mutual agreement by provisions that are valid and enforceable and that best achieve the purpose
intended by the contractual parties.
14.6. Transfer - After written notification of the other contractual party, a contractual party can only transfer its rights and obligations under this contract to its parent company or to a subsidiary owned by a joint parent company in connection with any corporate restructuring, or to a third party in connection with the transfer of all or all fundamental business and financial assets to this third party. Apart from the provision above, the contractual parties can only transfer their rights and obligations pursuant
to this SC after receipt of a written consent from the other contractual party. The contractual parties agree that a transfer of rights and obligations can only take place when all obligations are taken over by the receiving party.
14.7. Public relations - After the entry into force of this SC, EDITEL and the customer have the right to publish the collaboration under the proviso that fees and remuneration remain confidential and may not be published without the writtenconsent from both contractual parties.
14.8. Force majeure - For events outside of the control of a contractual party, the contractual parties are not liable for nonfulfilment of their obligations under the SC. In the event of force majeure, the contractual party that is hindered as a result from fulfilling its obligations has to notify the other contractual party in writing of the respective events and the obligation of this contractual party will be extended by the period of time that corresponds to that caused by the force majeure. In the event that
such a delay exceeds 90 days, the contractual parties can in the following 90 days terminate the obligations under this contract that have not been fulfilled in writing with a period of notice of 10 days towards the other contractual party.
14.9. Choice of law - Solely Austrian law is to be applied to all legal matters arising from or in connection with the SC. The place of jurisdiction is Vienna.
14.10. Amendments to the General Terms and Conditions - EDITEL reserves the right to make amendments to its General Terms and Conditions. An amendment to the General Terms and Conditions will become valid towards the customer if the customer does not object to the amendment in writing within a month after EDITEL has notified it of its intention to change the General Terms and Conditions of Business. In such a notification, EDITEL will inform the customer of the individual amendments envisaged and will point out to it its possibility of objection.