General terms and conditions

The English Text is only provided for informational purposes. The legal binding version is always the German "Allgemeine Geschäftsbedingungen".

As of: 31.7.2008

 

1. Application and contract

The terms and conditions of the WVTA Fahrzeugdaten GmbH (hereinafter referred to as "WVTA") should apply to all services and supplies to contractors by WVTA (hereinafter referred to as "Customer"). A contract between the client and WVTA comes into effect once a binding WVTA-offer, submitted in writing by the contracting authority; or an order issued by the client was accepted in writing by WVTA.

2. General purpose of the agreement and service targets

The contracting authority intends to take the services by WVTA described in the contract or the offer. The client knows the main features of the agreed or offered services by WVTA. He takes the risk that the services meet their needs and wishes. If in doubt, he has consulted on pre-contract (Anbotsannahme) the employees of WVTA or expert third parties. Any prerequirements of the client have to be in writing. The responsibility for use of services and to achieve those results for the necessary selection of data lies with the Customer. The Customer is further responsible for the selection and use of its own software and hardware and the demand for other services, particularly for other services, relating to the contractual services.

3. Boundary conditions and preconditions

WVTA is only liable for the average knowledge and the care of a systems integrator and software developer, but by no means of a telecommunications service provider, IT manufacturer or organization consultant. The contractor and WVTA agree that the working together for the successful use of the services is required in case of specific knowledge in the areas of vehicle data and database authorization by both parties and must therefore both have to get the mutually required information before signing the contract and during contract execution.
WVTA's liability under the transfer of data to the authorization database is only for the observance of legal requirements within the meaning of § 30a as amended by the 26th KFG KFG-Novelle, including the 51 KDV-Novelle, in particular § 21c CO, and the Federal Ministry for Transport, Innovation and Technology (BMVIT) given plausibility check. Changes in the relevant statutory provisions or regulations do not require WVTA to modify or amend the offered WVTA services. WVTA will attempt - with no legal obligation - if possible and is entitled to adapt appropriate services to such changes; and provide a separate charge to the customer.
The client was informed of all of the contractual services required by the circumstances by WVTA. He will adjust its operations to use the software from WVTA.

4. Transfer and record prototype

The client must be informed about the potential risks associated with data transfer and the contractual services in particular. If no direct data entry has been separately agreed by the client to a server from WVTA, the data transmission between a contractor and WVTA will be under a uniform scheme and format to be agreed upon in coordination between the client and WVTA. The Scheme of transmission for contractual data (according contract) is binding for both parties for the contract period, this can not be abandoned unilaterally. To this end, based on the formats used by the client to date, records of WVTA record for vehicle prototypes for types and authorization data will be produced in partnership with the client. The preparation is carried out by WVTA on basis of raw data, which represents the old applications of the customer for vehicle data. This prototype record is the base for further transmission of data between a contractor and WVTA under the contract. A non-agreed means of transfer, or different from the data set created with the aforementioned prototypes transmission of data will not be accepted by WVTA. If the thus transmitted data is accepted by WVTA for further processing, WVTA is entitled to charge a reasonable surcharge, based on the actual working overhead for processing, to the customer.

5. Performance

Fulfillment for all services is the seat of WVTA.

6. Intellectual Property

All intellectual property rights to the set of software components are exclusively WVTA’s. These software components are the intellectual property of WVTA, which is also entitled to all rights relating to processing and maintenance of software components. Documents, studies, proposals, test programs, etc. are the intellectual property of WVTA and must not be copied and disclosed to third parties. The client acquires under no circumstances, nor by any payment, any intellectual property. The client is not entitled to third party information whatsoever to make the accessible WVTA developed or deployed software components.

7. Additional

Additional services by WVTA are paid for separately by the client. The relevant fee should be agreed separately between the client and to WVTA. The fees for additional services depend on the nature and extent of the respective services. These are particular for the following services:
a) daily, weekly, monthly or annual registration lists (Containing Type, number, date of individual registrations)
b) statistics on authorizations
c) annual reports and surveys done on approvals
d) other services and evaluations

8. Payment Terms

Unless otherwise agreed by the contract WVTA services are due upon receipt without delay and without pay deductions. Unless otherwise agreed, the billing by WVTA will be done at the end of the month on the services provided this month.

9. Payment

For any delay in payment the customer is liable even without fault to pay WVTA interest at the rate of eight percent above the base rate and the replacement of debt collection fees and court costs.

10. Changes in charges

Agreed fees for services are value-secured agreed. Unless otherwise agreed, the index adjustment made annually on the basis of the consumer price index of the date the contract came into force, of the Statistics Austria, Bundesanstalt Statistik Austria, or index which will replace it. Changes in the index number up to 5% are excluded. However, this limit is exceeded, the total change is fully effective. The first outside the tolerance of 5% index number is the basis of a recalculation of the fee and the new tolerance. WVTA additionally has the right to adjust fees annually, due to amended terms and conditions as labor costs, exchange rates or inflation. WVTA must inform the customer about any future adjustment maximum of 6 months prior to the end of the contractual year period in writing. The change will occur with the new contract year in force, unless the contract is terminated earlier.

11. Changes of the service (change requests)

Both parties can propose changes to the services, changes will be reviewed by WVTA on their impact on quality, pricing and scheduling feasibility. The expense for the test may be taken into account. If the amendment request is feasible, the result is sent to the client as a change offer. Until the adoption of the amendment offered the services are provided under the old guidelines.

12. Force majeure and other service disturbances

WVTA is not responsible if it cannot fulfill its contractual obligations due to circumstances beyond its control. A liability of WVTA or vouch for the availability of energy, telecommunications services, including in particular the Internet and email traffic, or from third party components is excluded in any case.

13. Delay

Circumstances beyond the sphere of influence of WVTA that prevent WVTA to provide the contractual services, in particular the violation of obligations to cooperate of the client, extend the service period. Other consequences of delay are excluded.

14. Liability for Damages

WVTA shall be liable for damages insofar as liability is not excluded in any case by other provisions of these terms and conditions only to the extent demonstrated their intent or gross negligence under the law. The liability for slight negligence is excluded. In any case, liability for possible damages is limited to the single value of the contract. The contract value is the average annual pay for the agreed services. Compensation for consequential loss, financial losses, lost profits, savings not achieved, interest losses and damages arising from claims by third parties, including the title of product liability against the client by WVTA be excluded in any case. WVTA is liable for damage caused by its agents or employee, pursuant to Civil Code § 1313a only insofar as the damage was caused by its grossly negligent act, which was indispensable to meet treaty obligations. Damages for data or software faults are in each case limited only to the extent of its obligations to the client computer operating properly (eg, documented data and paging in at least three generations) is met. Claims are barred twelve months from the date on which the customer had knowledge of damage and damaging.

15. Duration of contract obligations

If a contractor becomes unable to act before delivery of the first service, then the other party may withdraw from the contract. Even after the complete performance of services by customer and WVTA and after termination of the contract, the provisions relating to confidentiality and data protection remain in force. The same applies, mutatis mutandis in the event that the contract ends for any other reason to exist.

16. Cancellation of the contract

WVTA is entitled to terminate this contract due to default or gross deficiencies of the client in meeting its obligations to cooperate with. In this case WVTA entitled to the payment of all services until the termination date and compensation expense for frustrated services.

17. Contract duration of permanent debt obligations, proper notice

Unless otherwise agreed, the contract is initially closed for a period of one year (contract year). It is renewed automatically for another year unless one party gives notice up to a maximum of 3 months before the expiry of the contract year to the other party in writing that a further extension is rejected.

18. Ban / change of subcontractors

WVTA can perform its obligations under this agreement by using subcontractors.

19. Data security, privacy and confidentiality

WVTA take all the state of the art, proven and market measures to protect the data stored with it, provided it is technically possible and these measures are reasonable. Should a third party succeed in bringing in WVTA stored data in his authority by unlawful ways or to use it further, then WVTA is liable to the client only for gross negligence or intentional conduct. If for the use of a service, a special code - such as a personal identification number (PIN code for example) or a password - is needed, the client is obligated to keep such data secret and not store together with a particular note by WVTA on a licensed card or together with. If it is suspected that the code is known by an unauthorized third party, then the client must immediately change the code, or - if this can be done only by WVTA - instruct WVTA immediately with the change of code. The employees of WVTA are obliged to comply with the Data Protection Act and are subject to the secrecy of communications in accordance with § 93 TKG 2003 and secrecy with the Act. Personal data. Data of the users are not viewed. Even the mere fact of a message exchange that took place is subject to professional confidentiality. The client may object to the processing of personal data. This is not valid for a technical storage or access for the sole purpose of carrying out or facilitating the transmission of a message over the communications network by WVTA or an entity designated by WVTA to make a service available to the customer. Routing and domain information for the purpose of fulfilling the contractual performance will be passed on to the client. Content data will be stored generally. If, for technical reasons, storage is not necessary, WVTA will delete them immediately after the removal of these reasons. Is the storage of content data is not necessary, then WVTA will delete the data immediately after delivery of the service. The client is strongly advised that upon termination of the contract, for whatever reason, WVTA is no longer obligated to continue the agreed service. WVTA is then authorized to delete stored content data. The timely request or demand, for storage and backup of such content data prior to the termination of the contract is therefore the sole responsibility of the customer. From the cancellation of the customer may derive any rights against WVTA.
Information according to § 96 para 3 TKG 2003 on the processed data, particularly information: Based on the Data Protection Act and committed to the Telecommunications Act of 2003, the contractors, store information only within the framework of service delivery, and only for contractual purposes, process and transmit. Such purposes are: completion, implementation, modification or termination of the contract with the client, setting off the charges, creation. Where WVTA is required under the Act and subsequent amendments to pass, it will comply with this statutory obligation. WVTA stores as personal information of clients and participants the academic degrees, first name, last name, birth date, name, address, email address, telephone number, fax number, industry, title, date of request and payment arrangements and payments for the Evidenthaltung contractual relationship, and other entities in the context of the contract and by third parties in connection with the verification of identity, legal personality and capacity and the creditworthiness of the client WVTA brought to the attention of personal data. The information is processed automatically. Data will be deleted in accordance with § 97 para 2 TKG 2003 by WVTA latest after the termination of the contractual relationship with the client, except that data are still needed to charge or to bring charges to deal with complaints or to comply with other statutory obligations. WVTA is entitled to access information and other personal traffic data for the production of compounds and the settlement of charges or for technical reasons (for example, to correct deficiencies) and to clarify the functional capabilities of services and facilities needed, in particular source and destination Save IP, but also all other log files on the basis of his statutory duty, pursuant to § 99 para 2 TKG 2003 for consideration and to clarify unresolved issues to the extent necessary until the expiration of that period within which the invoice can be legally challenged or the payment may be invoked or so from the above technical reasons or to verify the functionality is required. In case of dispute WVTA will make these data available to the critical establishment. Pending a final decision WVTA will not delete this data. Otherwise WVTA will erase traffic after completion of the connection immediately, or made anonymous. The Client agrees to receive from WVTA advertising and information concerning products and services to a reasonable extent. The principal may revoke this consent any time in writing, by fax or e-mail, which he will always be given the opportunity. Furthermore, given the client's consent is presumed, in the case of a possible agreed payment by credit card, all payroll data necessary for billing in the form to the respective credit card issuer or its appointed WVTA payment providers may be transmitted.

20. Permits by state agencies

The client undertakes to take the contractual services with the necessary regulatory approvals according to Austrian and European legislation in accordance with the CFG and the CO and all other legal requirements in terms on duty claim. The Client is solely responsible to obtain the necessary regulatory approvals and permits. The client will provide WVTA with all the necessary confirmations, approvals and permits of the Austrian authorities.

21. Assignment clause

The transfer of this agreement and the assignment of rights and transfer of duties from this contract is not permitted without the written consent of WVTA.

22. Retention and Requirement to Perform

The fulfillment of the benefits of WVTA requires the fulfillment of all performance obligations of the client. Late payment entitles WVTA to suspend their services.

23. Appeal waiver

The parties waive to the extent permitted by mandatory law to challenge the fact that the contract in order to modify or repeal or to assert that he had not come into being valid or is void.

24. Waiver of claims

Out of any act or omission can no waiver be derived if such is not explicitly stated.

25. Rules of interpretation

If any provision of the contract is invalid or becomes invalid, this will not affect the remaining terms of the contract. The parties will cooperate to find a regulation which comes as close as possible to the invalid provisions.

26. Writing

The contract and its integral parts contain the complete agreements between the parties. Changes to this agreement have to be in writing and must be explicitly described as amendments to this contract. This also applies to the waiving of the formal requirement of writing.

27. Timeliness and form of communications

Important Notices made under this contract - if not regulated differently in each other – are covered in writing or by fax (or e-mail). Notices shall be deemed under the contract as sent and delivered on time, if the document is given before the relevant period to the post office (date of postmark) or been sent, and arrived within 10 days from this date at the receiver.

28. Jurisdiction and Applicable Law

The contractual Austrian law is applicable. For the settlement of disputes concerning the validity of the contract, the contract and after termination of the contract the Court of Justice for 23rd District of Vienna, exclusive jurisdiction is to be used.