§ 1 Scope of Application, Subject Matter
1. These General Terms and Conditions apply to all services and legal transactions between Webformance OG (hereinafter "Provider") and their customers (hereinafter "Customer") in connection with the SaaS platform "Project Manager" (hereinafter "Platform").
2. The Platform is a web-based Software-as-a-Service solution for businesses, startups and agencies for the central management of projects, teams, customer relationships, goals and business processes.
3. The Customer is exclusively an entrepreneur within the meaning of § 1 et seq. of the Austrian Commercial Code (UGB). The Platform is not intended for consumers.
4. Deviating, conflicting or supplementary general terms and conditions of the Customer shall not become part of the contract, even if the Provider does not expressly object to them. Customer terms and conditions shall only apply if expressly consented to in writing by an authorized representative of the Provider.
5. These GTC also apply to future contractual relationships between Provider and Customer, even if not expressly stated again for subsequent orders.
§ 2 Definitions
1. "Platform" refers to the SaaS application operated under the domain project-mngr.com, including associated mobile applications (Progressive Web App, native apps).
2. "Customer" is the company that enters into a usage agreement for the Platform.
3. "Users" or "Workspace Members" are the persons authorized by the Customer (employees, freelancers, partners) who access the Platform within the Customer's workspace.
4. "Administrator" is the person designated by the Customer with extended administrative rights for the workspace.
5. "Workspace" refers to the separate, tenant-isolated area of the Customer on the Platform where all the Customer's data and configurations are stored.
6. "Seat" refers to a licensed user slot within the Customer's subscription.
7. "Integrations" refer to optional connections to third-party services, in particular Google Calendar and future services provided by the Provider.
§ 3 Contract Formation, Registration
1. The contract is concluded by completing the ordering process on the Platform and acceptance by the Provider. Acceptance occurs by activation of the customer account or by sending an order confirmation.
2. At the time of contract conclusion, the Customer warrants that they are duly authorized to represent the company and that the company details provided are accurate.
3. The Customer shall designate at least one Administrator who is responsible for managing the workspace, inviting users and configuring the Platform.
4. No verbal side agreements exist. Changes and additions require written form. Email is sufficient unless mandatory law requires a stricter form.
§ 4 Scope of Services
1. The Provider makes the Platform available to the Customer as a SaaS solution via the internet. The specific scope of features is defined by the service description on the Provider's website valid at the time of contract conclusion.
2. Core features of the Platform include in particular:
a) CRM: Management of contacts, customer relationships and communication histories
b) Tasks & OKRs: Task management, goal setting, milestones and progress tracking
c) Calendar: Appointment management with optional Google Calendar integration
d) Meetings & Weekly Reviews: Structured meeting minutes and weekly review functions
e) Time Tracker: Recording and evaluation of working hours and project assignments
f) Knowledgebase & CMS: Documentation, knowledge management and internal content management
g) Files: Upload, management and organization of files
h) Metrics: Key figures, KPIs and reporting functions
3. The Provider is entitled to further develop, expand or adjust the scope of features of the Platform, provided that the contractually agreed core scope of features is not materially restricted. The Provider is also entitled to introduce new modules or features that may be subject to additional charges.
4. The Platform is hosted on servers within the European Union (location: Frankfurt am Main, Germany). The Provider is entitled to change the hosting location within the EU.
5. The Provider guarantees Platform availability of 99.0% on an annual average, measured against total time minus announced maintenance windows. Maintenance work will be carried out outside normal business hours (CET/CEST) where possible and announced at least 48 hours in advance.
§ 5 Third-Party Integrations
1. The Platform optionally offers the ability to connect to third-party services, in particular Google Calendar. Activating an integration requires the explicit consent of the respective user.
2. The terms of use and privacy policies of the respective third-party provider take precedence for third-party integrations. The Provider has no influence over the availability, features, API conditions or data quality of third-party providers.
3. The Provider does not guarantee the permanent availability of third-party integrations. Restrictions or discontinuation by third-party providers do not entitle the Customer to a price reduction or withdrawal, provided the core functionality of the Platform remains unaffected.
4. Users can revoke their connection to third-party services at any time in the Platform settings.
§ 6 Customer Obligations
1. The Customer ensures that only authorized persons have access to the workspace and that the number of active users does not exceed the booked number of seats.
2. The Customer is responsible for the lawful use of the Platform and for the content entered into the Platform by them or their users. In particular, the Customer ensures that the entry of personal data of third parties (e.g. in the CRM) is based on an appropriate legal basis under GDPR.
3. The Customer is responsible for properly informing their workspace members about the use of the Platform, in particular regarding data protection and the type of data processed.
4. The Customer is responsible for the security of their own credentials and those of their Administrators. Any misuse attributable to inadequate protection of credentials is the Customer's responsibility.
5. The Customer refrains from any use of the Platform that violates applicable law, third-party rights or these GTC.
6. The Customer ensures that no unlawful, offensive or rights-infringing content is stored or processed via the Platform.
§ 7 User Obligations (Workspace Members)
1. Users may only use the Platform for the intended operational purpose and may not post content that is unlawful, offensive or otherwise inappropriate.
2. Each user may only create one account. Sharing credentials is prohibited.
3. Users are obliged to use the Platform with care and to immediately report any security incidents (e.g. suspected account misuse) to the Administrator.
§ 8 Pricing, Billing, Payment Terms
1. The fee is determined by the pricing model in effect at the time of contract conclusion. Current prices are available on the Provider's website at project-mngr.com.
2. The pricing model is based on the number of booked seats and the selected plan. Current conditions for monthly and annual billing are published on the Provider's website.
3. All prices are in euros, net plus applicable statutory VAT.
4. Invoices are transmitted electronically. The payment period is 14 days net from receipt of invoice, unless otherwise agreed.
5. Payments are processed via the payment service provider Stripe. The terms of use of Stripe Payments Europe Ltd. additionally apply.
6. The Provider is entitled to adjust prices with 60 days' notice at the end of a contract term. Price increases of more than 10% compared to the previous year entitle the Customer to extraordinary termination with 30 days' notice from the date the price change takes effect.
7. Unused seats are not refunded. A reduction in the number of seats is possible at the end of a billing period.
§ 9 Late Payment
1. In the event of late payment, the statutory default interest in commercial transactions pursuant to § 456 UGB applies, amounting to 9.2 percentage points above the base interest rate.
2. In the event of default exceeding 14 days, the Provider is entitled to suspend access to the Platform until full payment is received. Existing data will remain stored for a period of 90 days after suspension.
3. The Provider will notify the Customer in writing (email is sufficient) at least 7 days before any suspension.
§ 10 Term, Termination
1. The contract is concluded for an indefinite period. A minimum term applies as agreed under the selected pricing plan.
2. For contracts with annual billing, the contract automatically renews for a further 12 months unless terminated with 30 days' notice before the end of the respective contract term. For monthly billing, a termination notice period of 30 days to the end of the respective calendar month applies.
3. The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular in cases of:
a) Late payment exceeding 30 days despite a formal reminder,
b) Material breach of these GTC not remedied within 14 days despite a formal notice,
c) Insolvency or insolvency filing by either party.
4. Termination requires written form. Email is sufficient.
5. After contract termination, the Provider will make the Customer's data available for export for a period of 30 days. After this period, all workspace-related data will be irrevocably deleted, unless statutory retention obligations apply.
§ 11 Usage Rights, Intellectual Property
1. The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform for the duration of the contract within the contractually agreed scope.
2. All rights to the Platform, including software, design, trademarks, logos and content, remain with the Provider.
3. The Customer retains all rights to the data and content entered into the Platform by them or their users. The Provider claims no ownership of Customer data.
4. The Provider is entitled to use anonymized and aggregated usage data (without personal reference) for statistical purposes, product improvement and benchmarking.
§ 12 Warranty
1. The Provider warrants that the Platform substantially corresponds to the functions described in the service description.
2. The Customer must report defects immediately upon discovery in writing and in a comprehensible manner.
3. In the event of defects, the Provider has the primary right to remedy the defect. Only if remediation fails twice may the Customer demand a price reduction.
4. Excluded from warranty are malfunctions attributable to:
a) Improper use by the Customer or users,
b) Interference with the Platform by the Customer or third parties,
c) Failures or changes by third-party services (Google Calendar, Stripe, hosting infrastructure),
d) Network or internet outages not attributable to the Provider,
e) Use with incompatible browsers, devices or operating systems.
5. The warranty period is six months.
§ 13 Limitation of Liability
1. The Provider is liable only for intent and gross negligence.
2. Liability for indirect damages, consequential damages, lost profits, business interruption, data loss and third-party claims is excluded.
3. Liability is limited in amount to the net fees paid by the Customer in the last 12 months.
4. The Provider is liable for personal injury in accordance with mandatory statutory provisions.
5. The Provider is not liable for the accuracy, completeness or suitability of data entered into the Platform by the Customer or their users (CRM entries, tasks, metrics, etc.) or for decisions made on the basis of this data.
6. The Provider is not liable for data loss caused by improper use by the Customer or their users.
§ 14 Data Protection, Data Processing Agreement
1. Both parties process personal data in accordance with the GDPR and the Austrian Data Protection Act (DSG).
2. The Provider processes personal data of users and data entered into the Platform by the Customer (in particular CRM contacts) on behalf of the Customer. The parties conclude a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR before the start of use.
3. The Customer is the data controller for all personal data entered into the Platform by them or their users. They ensure that an appropriate legal basis under GDPR exists for each such processing.
4. The Provider uses sub-processors to provide the service. A current list of sub-processors is available on the Provider's website.
5. The Provider assists the Customer within reasonable bounds in fulfilling their obligations towards data subjects (access, erasure, rectification, etc.).
§ 15 Confidentiality
1. Both parties undertake to keep confidential information of the other party secret and to use it only for the performance of the contract.
2. The confidentiality obligation continues for three years after the end of the contract.
3. Excepted are information that is publicly known, lawfully obtained from third parties, or required to be disclosed by mandatory legal obligation.
§ 16 Reference Use
1. The Provider is entitled to name the Customer as a reference customer and to use the Customer's company logo on its own website and in sales materials.
2. The Customer can object to this use in writing at any time.
§ 17 Final Provisions
1. Austrian law applies exclusively, to the exclusion of the UN Sales Convention (CISG) and the conflict of law rules of private international law.
2. Place of performance is Graz.
3. The exclusive place of jurisdiction for all disputes is the court of competent jurisdiction at the Provider's registered office in Graz, provided the Customer is a business entity.
4. Should individual provisions of these GTC be or become invalid, the remainder shall remain in effect. In place of the invalid provision, a valid provision shall apply that most closely approximates the economic purpose of the invalid provision.
5. Changes and additions require written form. This also applies to any waiver of the written form requirement.
