Last updated at September 10, 2021
I. GENERAL
These General Terms and Conditions of Business and Use („GTC“) apply to all present and future legal relationships between VESTIGAS GmbH, Dorf Zellhub 48, 84307 Eggenfelden, („VESTIGAS“, „we“ or „us“) and the Customer („Customer“, „they“ or „their“). They shall apply to future orders and services even if no express reference is made to them.
The Customer’s general terms and conditions do not apply, even if VESTIGAS does not expressly contradict them again or starts providing services despite being aware of them. Deviations from these GTC are only binding for VESTIGAS if they have been expressly agreed in writing.
By using the web app, app, website or any other services (collectively „VESTIGAS Services“), you as a customer accept these T&Cs (on your own behalf or on behalf of a legal entity you represent).
II. CHANGES
VESTIGAS is entitled to unilaterally modify the GTC or the services to be provided by VESTIGAS in order to comply with modified legal or regulatory requirements or if this is otherwise necessary for good cause. The prerequisite for this is that the customer is objectively not or only insignificantly worse off as a result of the change. In such cases, VESTIGAS will notify the Customer in text form in due time, usually at least 30 days before the change takes effect, explaining the changes to the Customer. If the Customer does not object to the changes within these 30 days and continues to use the services offered by VESTIGAS after this date, this shall be deemed as acceptance of the amended GTC. VESTIGAS will point out this consequence to the Customer together with the notification of the modified GTC. In case of a timely objection by the Customer to the amended GTC, VESTIGAS may terminate the Customer’s use of VESTIGAS software. You agree that we will not be liable to you or any third party for any changes to the TOS.
III. OFFER & CONCLUSION OF CONTRACT
Our offer is subject to change unless otherwise stated in the order confirmation. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents. The customer requires our express written consent before passing them on to third parties. The acceptance of an offer by VESTIGAS by the Customer is considered a binding contractual offer by the Customer. Unless otherwise stated in the VESTIGAS offer, we are entitled to accept the Customer’s contractual offer within 2 weeks of its receipt. Acceptance can be declared either in text form (e.g. by order confirmation) or by providing an account or enabling the use of the VESTIGAS software. The provision is equivalent to a transfer of use in the legal sense. If the order confirmation from VESTIGAS is received by the Customer late, the Customer will immediately inform VESTIGAS whether he nevertheless wishes to execute the transaction.
IV. COMMUNICATIONS
You hereby agree to receive all notices, agreements and communications that we provide in connection with the VESTIGAS Services („Notices“), including, among other things, notices related to our provision of the VESTIGAS Services and your use of the VESTIGAS Services, electronically, including by email, text message, in-app notification. You agree that all communications sent by us to you electronically satisfy any legal requirement that such communications be in writing or delivered in a particular manner, and you agree to keep the contact information for your account up to date.
V. RIGHT OF USE
You represent and warrant that you are of legal age and capacity to agree to these TOS. If VESTIGAS has previously prohibited you from accessing or using the VESTIGAS Services, you may not access or use them. If you agree to these TOS on behalf of an organization or legal entity, you represent and warrant that you have the authority to agree to these TOS on behalf of that organization or legal entity and to bind them to these TOS (in which case references to „you“ and „your“ in these TOS, except for this sentence, refer to the applicable organization or legal entity).
VESTIGAS owns extensive rights to use the VESTIGAS software, which enables the operational use of a cell phone application and web-based software solution for the digitalized processing of delivery documents. VESTIGAS is willing to allow the Customer to use these software applications operated by VESTIGAS by means of a software-as-a-service-providing model („SaaS model“) and, within this framework, to grant the Customer limited, non-exclusive, non-transferable, time-limited rights to use these software applications in return for payment of a fee. The Customer is permitted to create, configure and allow Authorized Users to access the VESTIGAS Services through their Account Administrator(s).
You may not use or permit the use of the VESTIGAS Services for any unlawful purpose or in any manner inconsistent with the provisions of these TOS. If you are or become a direct competitor of VESTIGAS, you may not access or use the VESTIGAS Services without explicit, prior written consent from us, and then only for the purpose authorized in writing. If you violate the license terms, this may result in immediate termination of your right to use the Software and possible liability for copyright infringement or other claims, depending on the circumstances.
An „Authorized User“ of a Customer is, in each case, a single natural person who is an employee, business partner, contractor or agent of a Customer who has been registered by the Customer as a user of the VESTIGAS Services subject to these TOS or who has been permitted to use such Services. Authorized Users of the Customer must be identified by a unique email address and username, and the VESTIGAS Services may not be used at any given time by two or more individuals claiming to be the same Authorized User. If an Authorized User is not an employee of the Client, his use of the VESTIGAS Services is permitted only if the User is subject to confidentiality and other obligations to the Client that are at least as restrictive as those in these Terms and Conditions, and accesses or uses VESTIGAS Services solely for the purpose of supporting the Client’s internal business purposes.
Customer may appoint and expressly authorize (an) Authorized User(s) as its representative(s) to administer Customer’s Account; administration of Customer’s Account includes, but is not limited to, configuring administrative settings, assigning access and usage permissions, designating, authenticating and registering authorized signers, requesting other or additional services, providing records of usage and performance, managing templates, assisting with the integration of third party products, and receiving notifications, disclosures and terms and conditions („Account Administrator“). Customer may appoint an employee, agent, or third party business partner or contractor as its Account Administrator(s) and may change its appointment at any time through its Account.
VI. PROPERTY RIGHTS
The VESTIGAS Services contain materials that are proprietary and protected by copyrights, provisions of international treaties, trademarks, service marks, and other intellectual property laws and treaties. You agree to comply with all applicable copyright and other laws and any additional copyright notices or restrictions contained in the VESTIGAS Services. You acknowledge that original works are included that have been developed, compiled, prepared, revised, selected, and arranged by VESTIGAS and others through the application of methods and standards of judgment and the expenditure of substantial time, effort, and money, and are valuable intellectual property of VESTIGAS and such others. All present and future rights to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how and other intellectual property or other proprietary rights of any kind, documentation, all suggestions for improvements, design contributions or derivative works, and all related knowledge or processes, including rights to applications and registrations in connection with the VESTIGAS Services, shall be and remain, as agreed between you and VESTIGAS, the sole and exclusive property of VESTIGAS at all times.
The trademarks, logos, slogans and service marks displayed in VESTIGAS Services (the „Marks“) are registered and unregistered trademarks of VESTIGAS and other companies. In general, the trademarks may be used in advertising or publications only with the prior express written consent of VESTIGAS. Rights not expressly granted in these GTC are reserved to VESTIGAS GmbH. Any use of the trademarks or other VESTIGAS content that deviates from these GTC is strictly prohibited. Unauthorized copying or distribution of the software is expressly prohibited by law and may result in civil and criminal prosecution.
VII. DATA PROTECTION
You acknowledge that the information you provide to us or that we collect will be used and protected in accordance with the VESTIGAS Privacy Policy (https://www.vestigas.com/datenschutz), unless otherwise specified in these TOS or applicable Company Terms. Please read the privacy policy carefully. We may access, retain and disclose your information when we believe in good faith that such disclosure is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g., subpoenas or other legal process). We may also share your information in situations involving potential threats to the physical integrity of an individual, violations of the VESTIGAS Privacy Policy or our User Agreements or TOS, or to respond to alleged violations of the rights of third parties and/or to protect the rights, property, and safety of VESTIGAS, our employees, users, or the public. This may mean that your information is shared with law enforcement, government agencies, courts and/or other organizations.
VIII. OBLIGATIONS OF THE CUSTOMER TO COOPERATE
The customer is obliged to support us as far as necessary and to create in his sphere of operation all conditions necessary with the execution of the order. If the Customer fails to perform his obligations to cooperate in accordance with the contract, VESTIGAS is released from its obligations to perform, insofar as these depend on the obligations to cooperate. Further rights of VESTIGAS remain unaffected.
The customer’s obligations to cooperate are as follows in detail:
IX. SCOPE OF VESTIGAS SERVICES
The transfer of use (i.e. the provision of the account and the enabling of use) of the software shall take place at the transfer point. The transfer point is the interface between the VESTIGAS data center and the network through which the customer accesses the software, i.e. the Internet or a VPN line, for example. VESTIGAS guarantees the following availability of the software: (a) Time availability: Monday – Saturday ; (b) Measuring point: transfer point; (c) Measuring range: Per year; (d) Accessibility: 99%. Availability is given if the use of the application is possible without serious operational disturbances.
When calculating availability, the following interruption times (i.e. times when the software is not available) are not taken into account: (a) Interruption times for maintenance purposes (maintenance windows, release changes, offline backups, or similar), (b) periods of interruption caused by force majeure; and (c) interruption times caused by the customer or third parties.
VESTIGAS will regularly maintain and update the Software so that it complies with modified mandatory technical and/or legal requirements. VESTIGAS may also make other optimizations, improvements or enhancements to the Applications at its sole discretion. VESTIGAS will reply in text form to inquiries from the Customer regarding the use of the Software and the other SaaS services as soon as possible after receiving the respective question, or will forward them to the local VESTIGAS unit, which will subsequently reply to the inquiry.
Unless otherwise provided in the Software Usage Agreement, VESTIGAS warrants the following service levels for the Support Services: (a) Service hours: Monday through Friday, 09:00 a.m. – 5:00 p.m. (excluding legal holidays at the VESTIGAS site); (b) Availability: 99% of service time in all input channels; (c) Response rate: Within 24 hours; (d) Call Authorization: All users of the Customer’s VESTIGAS Services; (e) Language: German; (f) Input channels: E-mail.
The Customer shall pay to VESTIGAS the remuneration agreed in the User Contract plus the applicable statutory VAT, without deduction. The calculation of the fee is based on the number of processed delivery bills per roll, which are specified in the following subsection. We reserve the right to change, discontinue or otherwise adjust the agreed fees, pricing model and features. We will provide you with at least one (1) month’s notice of any changes to applicable fees and charges or the implementation of new fees and charges. If notice is given, your continued use of the VESTIGAS Services after the changes are made will be deemed to be your acceptance of the changes. If you do not wish to continue VESTIGAS Services with the new fees or features, you may cancel your subscription as described in Section XI. If you continue to use the VESTIGAS Services, these GTCs will continue to apply during the renewal period and thereafter.
Invoicing shall take place exclusively electronically by e-mail under the conditions and at the times agreed in the user agreement. The Customer must inform VESTIGAS immediately of any changes in his billing address. If no payment deadline is agreed in the usage contract, the invoice amount is to be paid by the customer immediately, at the latest within 14 days after receipt of the invoice. Before payment of the remuneration, VESTIGAS is not obliged to provide the service.
The Customer shall pay to VESTIGAS on time all charges incurred for the use of the VESTIGAS Services including, among others, those incurred by Authorized Users. Customer’s payments are non-refundable unless otherwise expressly stated in these GTC.
If VESTIGAS does not receive payment through your designated payment method within 28 (twenty-eight) days, you agree to pay all amounts due on demand. VESTIGAS reserves the right to block the customer’s access to the program in the event of such non-payment, and to reactivate it only after payment. For all unpaid amounts, interest on arrears will be charged at the rate of 2.5 % of the amount in arrears per month or the highest interest rate permitted by law.
The customer may be offered discounts for the use of VESTIGAS services. For their effectiveness, they must be recorded in the contract of use or by another written agreement. Bonus and referral programs can also be established through a written agreement. Resulting amounts will be taken into account by VESTIGAS when invoicing.
Depending on the structure and product offering of the customer, it can be classified into one or more of the following roles. Categorization takes place continuously on the basis of the processing of individual delivery bills, so that the role is not defined until the respective delivery bill is signed. The roles are defined as follows:
„Supplier„: a customer uses the VESTIGAS services as a supplier, provided that the latter generates the processed supply data and thus acts as initiator of the respective supply chain. This includes, for example (and is not exhaustive), companies such as stone, gravel and mixing plants, building materials producers and traders, and landfills.
„Freightforwarder„: freight forwarding service providers are characterized by the linkage of suppliers and buyers. They usually transport goods between participants, as is the case with truck logistics services or supplier-owned trucks, for example.
„Customer„: a customer is categorized as a customer, provided that the customer accepts the processed delivery data as the last instance. This is physically the end user of the goods, as is the case, for example (and not exhaustively), with companies such as construction contractors or even mixing plants.
„Supplier & Forwarder„, „Forwarder & Customer„, „Supplier & Customer„: The categories shown represent compositions of the three previously defined roles. Once a customer has been assigned responsibility for more than one activity within a supply chain, they are categorized into the applicable combination role.
„Internal supplies“: Internal deliveries are made when the participants in a supply chain consist exclusively of shareholdings of a corporate group. Equity investments are independent companies that are fully integrated into the customer’s corporate structure and hold a majority interest.
The number of responsibilities within the supply chain is not relevant for the classification.
In the run-up to a comprehensive use, VESTIGAS will provide the Customer with a test version of the Software upon express request for a period of time to be agreed separately. During the trial period, VESTIGAS allows the Customer to use the VESTIGAS Services specified in the User Agreement free of charge. VESTIGAS does not provide any further services. The trial period begins on the date specified in the User Agreement and ends on the expiration of the specified period, regardless of whether the Services are used by the Customer during this period. VESTIGAS reserves the right to shorten the duration or terminate it entirely without prior notice. The version of VESTIGAS Services provided for a trial period may not include or provide access to all features or functions.
Under the terms of this Agreement, the Customer will be allowed to use the Services, including the storage of content such as, but not limited to, Customer Data, Delivery Data, etc. Should the customer not extend the trial period or transfer to paid use of the software, all data stored during the trial period will be lost and cannot be recovered.
VESTIGAS does not provide any warranty or guarantee that the services during the trial period: (i) are compatible with Customer’s hardware and software; (ii) be available without restriction at any time or at specified times; (iii) meet Customer’s requirements or other specific performance or functional needs; (iv) do not cause any loss of data; (v) are free from interference. The customer is not entitled to warranty rights during the free test access. The regulations on limitation of liability applicable in Section XIII shall apply.
Each account is associated with only one email address. If the domain, primary email address associated with an account is owned by a business or other organization („Legal Entity“) and assigned to Customer as an employee, contractor, or member of the Legal Entity, e. g. B. yourname@youremployer.com („Legal Entity Email Address“), the Customer grants authorization to such Legal Entity and its Account Administrator(s), (a) identify the accounts created with an email address of the legal entity; and (b) restrict or terminate access to an account created with an email address of the legal entity. The Customer agrees that VESTIGAS may assist the legal entity in this management.
The VESTIGAS Services provide the Customer and their Account Administrator(s) with certain features and functionality that the Customer may use, including the ability to retrieve and delete e-documents from the system. The customer is responsible for (a) the proper configuration of the VESTIGAS Services, (b) the use and enforcement of control measures in connection with the VESTIGAS Services (including security controls); and (c) taking such measures as the Customer deems appropriate for the functionality to maintain the security, protection, deletion and backup of the Customer Data. This includes the control of the management of access and credentials of authorized users, the control of customer data processed by VESTIGAS services and the control of archiving and deletion of e-documents in the system. The Customer acknowledges that VESTIGAS is not obligated to protect Customer Data, including personal data that the Customer stores or transmits on media outside of the VESTIGAS Services (e.g., offline or on storage media at its location).
By using the VESTIGAS Services, you expressly agree not to commit any act or transmit any information that, in our sole discretion:
You acknowledge that we have no obligation to monitor your access to and use of the VESTIGAS Services – or access or use by any other person – for violations of these TOS or to review or edit any Content. However, we have the right to do so for the operation and improvement of the Services (including. a. for fraud prevention, risk assessment, investigation, and customer service, analytics, and promotional purposes), to ensure your compliance with these TOS, and to comply with applicable law or the order or decree of any court, subpoena, government agency, or other governmental entity.
The Customer undertakes to treat as confidential any information („Confidential Information“) of which it becomes aware in connection with these GTC as well as their implementation, to protect such information against unauthorized access by third parties and, in particular, not to disclose such information to third parties without the consent of the other party. This applies in particular to all information on and in connection with the software. The parties shall use confidential information of the other party exclusively for the purpose of implementing these GTC. The disclosure of confidential information to third parties is permissible to the extent that this is necessary for the implementation of these GTC. The other party shall be informed of this as early as possible and in advance, to the extent permitted by law. The parties shall also ensure compliance with this confidentiality obligation by the third parties engaged by them in each case in connection with these GTC, in particular their employees and subcontractors. Subcontractors shall be required to maintain confidentiality in writing and in a comparable manner.
The confidentiality obligation does not apply to information of the other party that is (a) were already known to one party prior to disclosure by the other party, (b) are public knowledge or become public knowledge without violation of this section, (c) independently developed by one party without the use of confidential information of the other party independently of these GTC; or (d) disclosed to a party by a third party without breach of a confidentiality obligation owed to the other party.
Each of the parties undertakes to notify the other party in writing without delay in the event of any unauthorized disclosure of confidential information. The confidentiality obligations shall apply beyond the end of the contract without any time limit. VESTIGAS is entitled to name the Customer as a reference customer on its website and in its marketing documents and to use the Customer’s logo for this purpose.
During use, VESTIGAS sends and stores e-documents in accordance with these GTC. However, VESTIGAS may establish and enforce reasonable use restrictions to prevent abusive or unreasonably burdensome use. Customer may, through its Account Administrator(s), provided it has complied with its payment obligations under these TOS, retrieve and store copies of E-Documents for retention outside the System for any period of time, and may delete or remove E-Documents from the System at its sole discretion.
VESTIGAS may, at its sole discretion, delete incomplete e-documents from the system immediately and without prior notice upon the occurrence of any of the following events: (a) the legal obligation to retain the data has expired or (b) the term of the User Agreement has expired and will not be renewed. VESTIGAS does not assume any liability or responsibility if a party fails or is unable to electronically sign e-documents within this period.
VESTIGAS may delete an account and Customer Data, including, among others, e-documents (whether complete or not), if the User Agreement has expired or the contractual relationship has been terminated as described in Section XI of the GTC. VESTIGAS may retain transaction data for as long as justified for business reasons.
X. SCOPE OF VESTIGAS SIGNATURES AND AUDITS
The use of electronic signatures by VESTIGAS („VESTIGAS E-Signature“) requires that the Customer and its contractual partners acknowledge and agree to the following:
The transfer of use of automatic tests by VESTIGAS („VESTIGAS E-test“) requires that the Customer and its contractual partners acknowledge and agree to the following:
XI. TERM AND TERMINATION
The term of these GTC with respect to the VESTIGAS Services shall commence upon acceptance of an offer by VESTIGAS pursuant to Section III, and shall continue until the User Agreement between VESTIGAS and the Customer terminates or the Customer permanently ceases to use the VESTIGAS Services (including as a result of termination), whichever is later.
Unless otherwise provided in the Software Usage Agreement, the term of the Usage Agreement is concluded for an indefinite period. If you agree to the User Agreement, you agree to pay the fees regulated therein. Additional fees and potential adjustments are further addressed in Section IX. If you do not wish to continue using the VESTIGAS Services, you may terminate your User Agreement as described in the section below.
You may terminate your account at any time upon one (1) month’s notice from the date of receipt of written notice to VESTIGAS, unless otherwise decided in the Software Usage Agreement. Please send a message to this effect to info@vestigas.com. Cancellation by e-mail complies with the written form requirement.
A customer acts in breach of contract with regard to these GTC if (a) he fails to pay the amount due to us or any of our affiliates on time, (b) he or an authorized user of his account violates any provision of these TOS or violates any published policy applicable to the VESTIGAS Services, (c) insolvency proceedings or similar proceedings are instituted or conducted against him; or (d) if we believe, in our sole discretion, that the Customer’s (or its Authorized Users‘) continued use of the VESTIGAS Services poses a legal risk to VESTIGAS or jeopardizes the security of the VESTIGAS Services or VESTIGAS‘ Customers. If a customer behaves contrary to the contract, we can without prior notice (i) block his account and his use of the VESTIGAS Services, (ii) terminate its account, (iii) charge fees for reactivating its account; and (iv) use any other remedies available to us.
If these TOS expire or are terminated for any reason, the following will apply: (a) The Customer shall pay to VESTIGAS all amounts accrued to date and unpaid to the date of termination or expiration, (b) all liabilities of the Customer to VESTIGAS incurred prior to the effective date of the expiration or termination shall remain in effect, (c) Licenses and rights of use relating to the VESTIGAS Services and relating to intellectual property shall be terminated with immediate effect, (d) the obligation on the part of VESTIGAS to provide further services to the Customer under these GTC shall cease with immediate effect, except for services to be expressly provided after the expiry or termination of these GTC.
XII. Claims for defects
The Customer shall notify VESTIGAS in writing of any defects in the Software immediately after they have been detected. The notification must contain a sufficiently concrete description of the defect. Elimination requires that the defect can be reproduced or traced. VESTIGAS warrants that the condition of the Software contractually agreed in these GTC will be maintained during the term of the contract and that no third party rights will prevent the use of the Software in accordance with the contract. VESTIGAS shall remedy any material defects and defects of title in the Software within a reasonable period of time. The defect may also be remedied by a workaround (e.g., by enabling another way of use that does not restrict the user in any way). If a defect does not impair the functionality of the Software or does so only insignificantly, VESTIGAS shall be entitled, to the exclusion of further claims for defects, to remedy the defect by supplying a new version or an update within the scope of its normal version, update and upgrade planning.
The Customer shall not have any rights due to defects if he has made changes or modifications to the Software not approved by VESTIGAS or has not used it in accordance with the application specifications or the instructions published by VESTIGAS, unless the defect is not due to this circumstance. Any strict liability of VESTIGAS for defects existing at the time of the conclusion of the contract according to § 536a BGB is excluded. VESTIGAS does not give any guarantees in the sense of a quality or durability guarantee in the sense of §§ 443, 444 and 639 BGB or an independent guarantee promise in these GTC. Claims for defects other than those specified in these GTC shall not exist in favor of the customer.
The limitation period for claims for defects is 12 months, calculated from the date of transfer of use. The limitation period in the case of a delivery recourse according to §§ 478, 479 BGB remains unaffected by this; it is five years, calculated from the delivery of the defective item.
XIII Liability and Warranty
VESTIGAS is fully liable for intentional or grossly negligent actions as well as for all damages resulting from injury to life, limb or health caused by VESTIGAS. In case of liability for slight negligence, VESTIGAS shall only be liable for breach of a material obligation („cardinal obligation“) and such liability shall be limited to typical, foreseeable damages and shall not include liability for lack of economic success, loss of profit or indirect damages. A cardinal obligation within the meaning of this section is an obligation, the fulfillment of which is an essential part of the implementation of these GTC and on the fulfillment of which the Contracting Party may therefore rely.
Notwithstanding anything to the contrary in these TOS, in no event will VESTIGAS be liable to you for any consequential, incidental, special or punitive damages arising out of or in connection with the transactions conducted under these TOS, including, without limitation, loss of goodwill, work stoppages, lost profits or sales, even if VESTIGAS has been advised of the likelihood of such damages occurring, and regardless of whether such claims are based on tort. including, but not limited to, loss of goodwill, work stoppages, lost profits, or lost sales, even if VESTIGAS has been advised of the likelihood of such damages occurring, and regardless of whether such claims are based in contract, tort (including negligence), or any other legal theory.
The Customer uses the VESTIGAS Services at his own risk. VESTIGAS and related stakeholders („VESTIGAS Parties“). (a) make no other warranties, express, implied or statutory, with respect to any matter whatsoever, (b) make no implied warranties of merchantability, fitness for a particular purpose, quality, accuracy and title; and (c) do not warrant that the VESTIGAS Services are or will be error-free, will meet their requirements, or will be timely or completely secure. You are solely responsible for any damage resulting from the use of VESTIGAS services.
The VESTIGAS Parties make no warranties that the VESTIGAS Services are complete or accurate and they assume no responsibility for any(s): (i) Errors or inaccuracies in the Content, (ii) personal injury or property damage of any kind resulting from their access to and use of the VESTIGAS Services, (iii) unauthorized access to or any unauthorized use of our servers and/or any personal information and/or financial information stored thereon, (iv) Interruption or termination of transmissions to or from VSETIGAS Services, (v) errors, viruses, Trojan horses or similar things transmitted to or through the VESTIGAS Services by the actions of third parties, (vi) loss of their data or content (vii) any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of any Content submitted, transmitted or otherwise made available electronically through VESTIGAS-services. You are not authorized to make any representations or warranties to third parties on behalf of VESTIGAS.
VESTIGAS is not responsible for the Software’s ability to run in conjunction with any third party applications used by the Customer and makes no representations or warranties that the Software will be (i) is compatible with Customer’s hardware or software; (ii) is available without restriction at any time or at specified times; (iii) meets Customer’s requirements or other specific performance or functional requirements not agreed in these GTC.
You agree to defend, indemnify and hold harmless VESTIGAS Parties from and against any and all third party claims, liability, damages and costs arising out of or related to any of the following: (a) the use of the VESTIGAS Services by you or your Authorized Users, (b) violations of these TOS by you or your Account Administrator(s) or your Authorized Users, (c) the infringement by you or your Authorized Users of any intellectual property or other right of any person or entity, (d) the nature and content of any Customer Data processed by the VESTIGAS Services; or (e) any products or services purchased or obtained by you.
XIV Final Provisions
These TOS, constitute the final, complete and exclusive agreement between you and VESTIGAS with respect to the VESTIGAS Services provided pursuant to these TOS. These TOS supersede and the parties exclude any reliance on any prior oral or written communications (including any non-disclosure agreements relating to the VESTIGAS Services under these TOS) in this matter, and apply the exclusion to any other terms that you may impose or wish to include or that are implied by trade usage, custom, customary practice or ordinary course of business. VESTIGAS hereby rejects any additional or contrary provisions appearing in any purchase order or other material submitted by the Customer, and conditions its consent on the sole basis of the general terms and conditions contained in the present GTC, in accordance with VESTIGAS.
We or third parties may provide links to third party websites, services or resources that are not under our control. We do not warrant the quality, suitability, functionality or legality of any third party content to which links are provided, and you hereby waive any claims you may have with respect to such services. VESTIGAS is not responsible for the content on the Internet or websites that are not part of the VESTIGAS Services, or for any User Content created within the VESTIGAS Services.
Your correspondence or business dealings with partners and third parties with whom you interact and exchange data through the VESIGAS Services, including payment and delivery of goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entity. You agree that we will not be responsible or liable for any loss or damage of any kind incurred as a result of any such dealings or resources of the VESTIGAS Services.
You may not assign your rights and obligations arising from these GTC without prior written consent from VESTIGAS. If consent is given, these GTC shall be binding on your successors and assigns. Except as expressly provided in these TOS, any attempt by you to transfer your rights, duties and obligations arising under these TOS shall be void. VESTIGAS may assign or transfer its rights, duties and obligations resulting from these GTC without any restrictions.
Except for any payment obligations, neither party (neither You nor VESTIGAS) shall be liable for any failure to perform its obligations under these TOS if such failure is caused by an act of God (including acts of nature, natural disasters, war, civil unrest, actions of governmental agencies, strikes, pandemics, and other causes beyond the reasonable control of such party). The party affected by the act of force majeure shall notify the other party within a commercially reasonable time and shall use commercially reasonable efforts to resume its obligations as soon as practicable. Obligations that have not been fulfilled due to force majeure shall be fulfilled as soon as reasonably possible after the force majeure event has ended.
These GTC, their interpretation and enforcement shall be governed exclusively by the laws of Germany, excluding its conflict of law provisions. The UN Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising in connection with these GTC or their validity shall be subject to the exclusive jurisdiction of the courts of Landshut.
Should any provision of these GTC or any provision subsequently incorporated therein be or become void in whole or in part, or should a gap in these GTC become apparent, the validity of the remaining provisions shall not be affected thereby. In place of the invalid provision or to fill the gap, the valid and enforceable provision shall be deemed to have been agreed with retroactive effect which comes closest in legal and economic terms to what the parties intended or would have intended in accordance with the meaning and purpose of these GTC if they had considered this point when concluding the GTC. If any material restriction on the grant of a license to you under these TOS is found to be unlawful, invalid or unenforceable, the license will terminate immediately.
If you have any questions about the app, web app, terms and conditions or about prices or complaints or other inquiries, please contact VESTIGAS at Dorf Zellhub 48, 84307, Eggenfelden or call +49 89 95893094.
VESTIGAS ist das Ergebnis langjähriger Prozessanalysen in der Bauindustrie. Dabei verfolgen wir das Ziel, die Branche durch modernste Technologie voranzubringen. Durch unsere Spezialisierung und umfangreiche Erfahrung sprechen wir Ihre Sprache und wissen genau, welche Anforderungen an eine Softwarelösung gestellt werden.
VESTIGAS GmbH
Dorf Zellhub 48
D-84307 Eggenfelden
Tel.: +49 (0)89 904 215 121
Mail: info@vestigas.com
