Terms and Conditions & License Agreement

GENERAL TERMS AND CONDITIONS for Entrepreneurs (B2B) for the Use of the Online Platform LearningSuite

1. PREAMBLE
   1. LearningSuite GmbH, FN 556105b, hereinafter also referred to as “Contractor”, has developed the LEARNINGSUITE platform, hereinafter also referred to as “Platform”, and makes it available to its contractual partners as an online learning platform. The Platform enables the contractual partner to create, design, and publish courses and services, hereinafter also referred to as “Content”, for its users.
   2. The Contractor is neither a provider of content nor an educational institution.
2. SCOPE
   1. These General Terms and Conditions, hereinafter also referred to as “GTC”, apply exclusively to all services provided by the Contractor to its customers, hereinafter also referred to as “Contractual Partners”, in connection with the Platform. Deviating terms shall only apply if expressly agreed in writing between the Contractor and the Contractual Partner.
   2. The Contractor provides its services exclusively to Contractual Partners who are entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act.
   3. General terms and conditions or other service or sales conditions of the Contractual Partner, for example those referenced in offers or correspondence, shall not become part of the contract with the Contractor, even if not expressly objected to, unless the Contractor has agreed to them in writing in advance. If deviations are agreed in writing in individual cases, such deviations shall apply only to the respective individual transaction.
   4. The currently valid version of these GTC can be accessed at any time on the Internet at https://learningsuite.io/en/legal/agb and may also be downloaded there or provided upon request.
3. CONCLUSION OF CONTRACT
   1. All information provided by the Contractor regarding the services offered to Contractual Partners, whether on the Contractor’s website or otherwise, is non binding and subject to change.
   2. Binding offers by the Contractor may only be accepted by the Contractual Partner in writing within the respective offer period.
   3. Documents relating to the description of the respective services of the Contractor, such as service specifications, shall not be deemed guaranteed characteristics unless expressly agreed otherwise in writing.
   4. Offers by the Contractor may only be accepted in their entirety. If the acceptance by the Contractual Partner deviates from the offer of the Contractor, such deviating acceptance shall constitute a new offer, which may be accepted by the Contractor.
   5. The granting of a trial phase must be expressly agreed in writing. Upon expiry of any trial phase, the obligation to pay for the use of the Platform shall commence automatically without any further action required by either the Contractual Partner or the Contractor. The term of the paid use of the Platform shall be governed by Section 9 of these GTC.
4. GRANT OF RIGHTS
   1. The Contractor grants the Contractual Partner a non exclusive, simple, non transferable and non sublicensable right to use the Platform, limited in time to the duration of these GTC and geographically unlimited, restricted to the agreed number of users. Use is permitted solely within the scope of the applicable statutory and contractual provisions. No further rights to the Platform are granted under this agreement, in particular rights of reproduction, modification, analysis, or decompilation.
5. SCOPE OF SERVICES; RIGHT OF USE; SERVICE TIMES
   1. During the term of the contractual relationship, the Contractor shall provide the Contractual Partner and its contractual partners, hereinafter also referred to as “Users”, with an account for access to the Platform via the Internet for use. The Platform is hosted in a data center. The software is provided as Software as a Service, “SaaS”.
   2. Through the Platform, the Contractual Partners have the right and the possibility to create, design, and publish content in the form of online courses and online services for their Users.
   3. The performance and speed of the Platform depend on the available Internet connection, such as available bandwidth, of the Contractual Partner or User, as well as on whether other Contractual Partners or Users are using the Platform at the same time.
   4. The Contractor shall carry out a basic setup of the Contractual Partner’s account. Any training or consulting services in connection with the setup or operation of the Contractual Partner’s account are not part of this agreement and shall be agreed and remunerated separately if required.
   5. The point of transfer for the use of the Platform or access to the account shall be the router exit of the data center used by the Contractor. The Internet connection of the Contractual Partner, its maintenance, sufficient speed, and the required hardware and software requirements, in particular web browsers within the support lifecycle of the respective manufacturer and the necessary hardware equipment for their operation, are not the subject of this agreement and shall be the sole responsibility of the Contractual Partner.
   6. The Platform shall be available 24 hours a day, 7 days a week. A specific level of availability on an annual average is not expressly guaranteed. The Contractor shall use reasonable efforts to ensure customary availability.
   7. The Contractor is entitled to temporarily or permanently interrupt, restrict, or fully suspend access to or operation of the Platform where this is necessary for maintenance, updates, security, or system integrity.
   8. The Contractor expressly reserves the right to modify the scope of services.
      1. The Contractor shall notify the Contractual Partner of technically necessary or security related changes, where feasible, at least one week in advance and shall implement such changes, where feasible, outside normal business hours. The same applies to changes required due to statutory or other provisions with normative effect or due to official orders, as well as to changes that are exclusively or predominantly for the benefit of the Contractual Partner or that do not result in a material impairment of the services or usability of the Platform for the Contractual Partner. The Contractual Partner shall have no right to object to such changes or to terminate the contractual relationship on that basis.
      2. Changes that materially impair the services or usability of the Platform for the Contractual Partner shall be notified to the Contractual Partner at least one week in advance. The Contractual Partner is entitled to object in writing within 14 days from receipt of the notification of change. In the event of an objection, the changes shall not become effective for the respective Contractual Partner. The Contractor shall, however, have the right to terminate the contractual relationship subject to a notice period of one month. The Contractual Partner shall not be entitled to damages or any other compensation as a result of such termination. However, the Contractual Partner shall not be obliged to pay the agreed remuneration for the period after termination of the contractual relationship, or shall receive a pro rata refund for the period following termination, provided that remuneration has been paid in advance.
      3. If services or modules are provided free of charge by the Contractor, the Contractor shall be entitled at any time to discontinue them without notice and without observing any notice period. The Contractual Partner shall not be entitled to any refund or damages as a result.
   9. Services exceeding those described in this Section 5 are not part of this agreement and shall, if required, be agreed separately and remunerated accordingly.
   10. Any service dates shall be observed by the Contractor to the extent possible. Unless expressly agreed as binding, they are non binding and shall always be understood as estimated dates for provision and delivery to the Contractual Partner.
   11. The Contractor shall be entitled to postpone agreed service dates or extend deadlines for performance if compliance with such dates becomes impossible or unreasonably difficult for the Contractor and the circumstance is beyond the Contractor’s control. This applies in particular to labor conflicts, fire, war, strikes, pandemics, environmental disasters, and similar events. This shall also apply if such unforeseen obstacles or circumstances occur at subcontractors or agents.
   12. If circumstances for which the Contractor is not responsible result in the Contractor being unable to fulfill all pending orders on time, the Contractor shall not be obliged to procure third party services.
   13. The Contractor may, at its own discretion, perform the services for the Contractual Partner in whole or in part itself, engage qualified third parties as agents for the performance of contractual services in whole or in part, and or substitute such services in whole or in part, hereinafter referred to as “Third Party Services”. The engagement of third parties within the scope of Third Party Services shall be carried out either in the Contractor’s own name or in the name of the Contractual Partner. The Contractor shall carefully select such third parties and ensure that they possess the necessary professional qualifications. The Contractual Partner shall assume obligations towards third parties that extend beyond the term of the contract. This shall also apply expressly in the event of termination of the contract with the Contractor for good cause.
6. OBLIGATIONS OF THE CONTRACTUAL PARTNER
   1. The Contractual Partner shall support the Contractor in the performance of the contractual services to a reasonable extent at all times and to the best of its ability. The Contractual Partner shall provide the Contractor in a timely, complete, and ongoing manner with all information, documents, and data required for the performance of the services and delivery. The Contractual Partner shall inform the Contractor of all circumstances relevant to the performance of the contract, even if such circumstances only become known during the execution of the order. The Contractual Partner shall bear any additional effort arising from the fact that work must be repeated, adapted, or delayed due to incorrect, incomplete, or subsequently modified information provided by the Contractual Partner.
   2. The Contractual Partner shall ensure that it and or its Users have a sufficiently fast and stable Internet connection and use a standard Internet browser, used by at least one percent of Internet users, in its current version for the use of the software. The Internet browser must have all updates installed and must support JavaScript.
   3. The Contractual Partner shall keep the user accounts used by it or its Users, as well as their identification and authentication credentials, confidential, protect them against unauthorized access by third parties, and not disclose them to unauthorized users. The Contractual Partner and the Users shall furthermore ensure, when selecting identification and authentication credentials, that these comply with the state of the art, such as with regard to password length and complexity. The Contractual Partner shall contractually impose the obligations under this clause on its Users.
   4. The Contractual Partner shall be liable for any misuse or unauthorized use of the identification and authentication credentials attributable to it. The conduct of its Users shall be attributable to the Contractual Partner. Furthermore, upon becoming aware or where it should have become aware of any misuse or unauthorized use, the Contractual Partner shall block the relevant user account and inform the Contractor without undue delay.
   5. The Platform or access to the Platform may not be licensed, sold, rented, transferred, or otherwise made available to third parties, with the exception of Users, unless expressly agreed in writing.
   6. The Contractual Partner shall ensure that disruptions are reported via the contact channels specified for technical support and that all information required for troubleshooting, such as customer number and description of the issue, is provided. The Contractual Partner shall cooperate to the extent necessary to enable troubleshooting by remote access and shall reasonably support the Contractor in planned maintenance work, in particular by providing all necessary information.
   7. Prior to transferring data and content to the Platform, the Contractual Partner shall check them for viruses or malicious software. The transmission of infected data may lead to urgent maintenance measures and thus to restrictions of availability and accessibility.
   8. The Contractual Partner shall not use any software or other techniques or methods in connection with the use of the Platform that are capable of impairing the operation, security, or availability of the Platform.
   9. The Contractual Partner shall comply with all applicable laws when using the Platform. The Contractual Partner is prohibited from transmitting to the Platform any content or data that violates statutory provisions or other binding regulations or official orders, or infringes third party rights, in particular content that
      • infringe trademarks, design rights, copyrights, or other rights of third parties;
      • contain sexual content or pornography, whereby non sexual nudity is permitted;
      • contain hateful, defamatory, or discriminatory content or incite hatred against a person or group;
      • exploit minors;
      • depict illegal acts or extreme violence;
      • contain depictions of animal cruelty or extreme violence against animals;
      • promote fraudulent or questionable business models; or
      • violate public morals.
   10. The Contractual Partner shall be solely responsible for all content on the Platform. In the event of a violation, the Contractual Partner shall be solely responsible for the content or data transmitted by it and shall indemnify and hold the Contractor harmless from any liability and all costs, including potential and actual costs of legal proceedings. Upon becoming aware of unlawful activities of the Contractual Partner in connection with the Platform, the Contractor reserves the right to block or delete such content in accordance with Section 16 of the E Commerce Act for the purpose of excluding liability.
   11. The creation, copying, or storage of content in the form of screenshots, screen recordings, videos, photos, or copies of any kind is prohibited for the Contractual Partner and its Users. Excluded from this is the creation, copying, or storage of content for marketing or training purposes.
   12. The Contractual Partner shall fully impose all obligations set out in these GTC, which it is required to fulfill or observe, on its Users and shall be liable to the Contractor for compliance.
7. SUPPORT
   1. A defect within the meaning of these GTC shall exist where a disruption reported by the Contractual Partner results in the actual functionality deviating negatively from the agreed functionality and (i) this materially affects the use of the Platform with regard to core functionalities and (ii) the defect is reproducible by the Contractor.
   2. No support shall be provided for defects that cannot be reproduced with economically reasonable effort. In such case, the contracting parties shall agree on the further course of action. Occurring defects must be reported without undue delay together with a precise description of the problem. Reports to the support team shall be made exclusively via the provided ticket system. As long as LearningSuite does not provide a ticket system, defect reports may be submitted by email or telephone. The Contractual Partner shall reasonably support the Contractor in providing support. Support may be excluded or subject to a charge,
      • in the case of defects caused by unauthorized changes or modifications to the services;
      • for third party software used on the customer’s systems;
      • in the case of defects caused by user errors or improper or unauthorized use of the services;
      • in the case of defects caused by unauthorized modification of the Platform;
      • in the case of defects caused by force majeure, faulty power supply, or other environmental conditions;
      • in the case of any hardware defects;
      • in the case of use of the services in hardware or operating system environments other than those specified as permissible;
      • for open source components;
      • for the removal of malicious software;
      • in the case of on site deployments of the Contractor’s personnel.
   3. If a defect cannot be remedied within the scope of support with economically reasonable effort, the contracting parties shall agree on the further course of action.
   4. Costs for disruptions attributable to the Contractual Partner, such as failure to meet hardware and software requirements, disruptions of the Internet connection, or improper use, shall be charged by the Contractor based on actual effort.
8. TERM AND TERMINATION OF THE CONTRACT
   1. The contractual relationship shall be concluded for a fixed term of 12 months. It shall automatically renew for an additional year unless it is terminated in writing at least 3 months prior to the end of the term.
   2. The right of both contracting parties to terminate for good cause without notice shall remain unaffected. Good cause shall include, in particular, a delay in payment of more than 2 months, following a prior reminder.
   3. Notices of termination must be made in writing to be effective. Continued use of the Platform beyond the expiry of the notice period is not permitted.
   4. Upon termination of the contractual relationship, the content shall be stored for a period of six months from the date on which the contractual relationship was terminated by one of the contracting parties, unless the Contractual Partner requests immediate deletion in writing. The content may be reactivated within this period if the Contractual Partner enters into a corresponding contractual relationship with the Contractor for the use of the Platform. Thereafter, the content and all associated information shall be irrevocably deleted by the Contractor.
9. TERM AND TERMINATION OF THE CONTRACT
   1. The contractual relationship shall be concluded for a fixed term of 12 months. It shall automatically renew for an additional year unless it is terminated in writing at least 3 months prior to the end of the term.
   2. The right of both contracting parties to terminate for good cause without notice shall remain unaffected. Good cause shall include, in particular, a delay in payment of more than 2 months, following a prior reminder.
   3. Notices of termination must be made in writing to be effective. Continued use of the Platform beyond the expiry of the notice period is not permitted.
   4. Upon termination of the contractual relationship, the content shall be stored for a period of six months from the date on which the contractual relationship was terminated by one of the contracting parties, unless the Contractual Partner requests immediate deletion in writing. The content may be reactivated within this period if the Contractual Partner and the Contractor enter into a corresponding contractual relationship regarding the use of the Platform. Thereafter, the content and all associated information shall be irrevocably deleted by the Contractor.
10. PRICES
    1. The fee for the use of the Platform shall be charged either monthly or annually. The applicable prices are displayed on the website and shall be communicated prior to the conclusion of the contract.
    2. The prices apply to the respective subscription. Services exceeding the scope defined in the contract, in particular additional or special services, shall be invoiced separately.
    3. All prices are stated in Euro. Unless expressly agreed otherwise in writing, price indications shall not be understood as fixed lump sum prices.
    4. Unless otherwise specified by the Contractor, all prices are exclusive of all duties and taxes, in particular exclusive of statutory value added tax and any applicable import duties, as well as exclusive of any shipping costs, travel expenses, and out of pocket expenses. Any such duties, taxes, and costs shall be invoiced separately.
    5. All prices are based on the assumption that the services can be performed continuously, without hindrance, and without interruption. Additional costs arising from disruptions or interruptions of the continuous process attributable to the Contractual Partner or third parties attributable to it shall be invoiced separately to the Contractual Partner.
    6. The Contractor shall be entitled to increase prices, unless otherwise agreed in writing, if, due to circumstances beyond the Contractor’s control, after submission of the offer by the Contractor or acceptance of the offer by the Contractor,
       1. suppliers, service providers, or subcontractors increase their list prices for the performance of the services or for materials required for delivery. Such increases may be passed on to the Contractual Partner in full;
       2. wages and salaries increase due to statutory or collectively agreed adjustments, or energy costs, transport costs, or taxes increase for the Contractor. Any increase shall be made to the extent of the cost increase incurred by the Contractor and only to the extent that it affects the specific order of the Contractual Partner.
    7. Price increases shall be communicated to the Contractual Partner by means of an individually addressed notice, which may also be sent by email, specifying the circumstances and reasons for the increase as well as the resulting changes.
    8. To the extent that discounts and special conditions are offered on the Contractor’s websites, these shall apply only to initial bookings by new customers within the promotional period and for the minimum contract term. In the event of a contract extension, the regular prices applicable at the time of renewal shall apply.
    9. In connection with services, the Contractual Partner shall provide the Contractor with its VAT identification number. If the Contractual Partner fails to provide a VAT identification number, provides an incorrect number, or uses it improperly, it shall be liable to the Contractor, without prejudice to any further claims, in particular for the payment of Austrian VAT in the statutory amount.
    10. If services commissioned are modified or terminated unilaterally by the Contractual Partner without the involvement of the Contractor, without prejudice to any ongoing support by the Contractor, the Contractual Partner shall remunerate the services rendered up to that point in accordance with the agreed fees and reimburse all costs incurred. If such termination is due to a breach of obligations by the Contractual Partner, the Contractual Partner shall furthermore reimburse the Contractor for the full fee agreed for the respective order, whereby the applicability of Section 1168 of the Austrian Civil Code is fully excluded. Furthermore, the Contractual Partner shall indemnify and hold the Contractor harmless against any claims by third parties arising from changes or cancellations attributable to the Contractual Partner in relation to commissioned services, in particular by subcontractors of the Contractor. Upon payment of the fee, the Contractual Partner shall not acquire any rights of use to services already rendered but not yet completed. Concepts, drafts, and other documents not executed shall be returned to the Contractor without undue delay, unless expressly agreed otherwise.
11. PAYMENT TERMS, DEFAULT INTEREST, PARTIAL INVOICING, LOSS OF DEADLINE BENEFIT, RETENTION OF TITLE
    1. The subscription fee shall be due at the beginning of each billing period. When setting up access to the Platform, the Contractual Partner shall select the preferred payment method. The Contractor reserves the right to determine which payment methods are available.
    2. Any other fees of the Contractor shall be due upon invoicing, unless special payment terms are agreed in writing in individual cases. The Contractor shall be entitled to pass on all cash expenses to the Contractual Partner without undue delay.
    3. In the event of default in payment by the Contractual Partner, statutory default interest applicable to business transactions shall apply in accordance with Section 456 of the Austrian Commercial Code. The assertion of further claims, in particular claims for damages, shall remain unaffected.
    4. The Contractor and the Contractual Partner agree that, in the event the Contractual Partner fails to duly meet its payment obligations, compound interest pursuant to Section 1000 paragraph 2 of the Austrian Civil Code shall become due in addition to statutory default interest.
    5. In the event of default in payment, the Contractor shall furthermore be entitled to suspend the Contractual Partner’s access to the Platform.
    6. The Contractor shall be entitled to demand immediate payment and to perform or provide outstanding services only against advance payment or the provision of security if circumstances become known which are likely to significantly reduce the creditworthiness of the Contractual Partner and which jeopardize the payment of the Contractor’s outstanding claims arising from the respective contractual relationship.
    7. In the event of default in payment by the Contractual Partner, the Contractor shall be entitled to invoice and declare immediately due all services and partial services rendered, including those under other contracts concluded with the Contractual Partner. Furthermore, the Contractor shall not be obliged to provide further services until the outstanding amount has been settled and shall be entitled to demand advance payment or security for services yet to be rendered, or, after setting a reasonable grace period, to withdraw from the contract. The obligation of the Contractual Partner to pay the agreed remuneration shall remain unaffected.
    8. If payment by installments has been agreed, the Contractor reserves the right, in the event of late payment of partial amounts or ancillary claims, to demand immediate payment of the entire outstanding debt, loss of deadline benefit.
    9. The Contractual Partner shall not be entitled to set off its own claims against claims of the Contractor unless the Contractual Partner’s claim has been acknowledged in writing by the Contractor or has been finally determined by a court of law.
    10. Any benefits granted by the Contractor, such as discounts, rebates, or cash discounts, shall lapse retroactively in full for the entire order if the Contractual Partner is in default with payment of even a single partial, final, or other invoice.
    11. The use of cash discounts requires that these have been expressly agreed in writing and have not already lapsed as set out above. A cash discount deduction on the final invoice shall only be permissible if all prior partial invoices have been settled on time. A cash discount deduction on partial invoices shall only be permissible if such deduction is indicated on the invoice.
    12. Improper deductions by the Contractual Partner shall also result, retroactively, in the loss of the entire cash discount and all other price reductions for the entire order or partial services.
    13. Partial invoicing shall always be permissible in the case of partial services. The payment terms agreed for the total order shall apply equally to partial invoices.
    14. Invoicing and transmission of invoices by electronic means within the meaning of Section 11 paragraph 2 of the Austrian Value Added Tax Act shall be deemed agreed if the Contractual Partner has provided the Contractor with an email address and has not objected to transmission by email. The Contractor shall also be entitled to send invoices by post.
12. WARRANTY, NOTICE OF DEFECTS
    1. Special or warranted characteristics shall only form part of the contract if they have been expressly agreed in writing.
    2. No warranty shall be provided for minor deviations that do not materially exceed the customary scope, and the Contractual Partner shall not be entitled to refuse acceptance of the services, demand a price reduction, or rescind the contract on the grounds of error or for any other reason.
    3. Notices of defects must be submitted within 14 days from becoming aware or when the defect should have been discovered, and the defects must be specified by the Contractual Partner. The Contractor shall have the right to examine the services objected to by the Contractual Partner with regard to the asserted defects after such notice. If the Contractual Partner refuses such examination, it shall lose all warranty and damages claims associated therewith.
    4. The existence of defects must be proven by the Contractual Partner. The presumption of defectiveness pursuant to Section 924 of the Austrian Civil Code is expressly excluded.
    5. The Contractual Partner may not refuse acceptance of the services on the basis of minor defects.
    6. Warranty shall not cover defects arising from negligent, incorrect, or improper handling by the Contractual Partner or due to similar external influences. This applies in particular where defects are attributable to incorrect data and or content provided by the Contractual Partner.
    7. If the remedy of a defect or replacement is impossible or would involve disproportionate effort, the Contractor may refuse such remedy. In this case, the Contractual Partner may only request a price reduction. In all other respects, the remedy of rescission is expressly excluded.
    8. The Contractual Partner shall in no event be entitled to withhold the agreed remuneration or a proportion thereof corresponding to the anticipated costs of remedy.
    9. If the Contractor provides services with the involvement of third parties and warranty or liability claims arise against such third parties in this context, the Contractor hereby assigns such claims to the Contractual Partner. In this case, the Contractual Partner shall primarily pursue such claims against those third parties.
    10. Section 933b of the Austrian Civil Code shall not apply.
13. LIABILITY, EXCLUSION OF LIABILITY
    1. The Contractor shall only be liable for damages in all cases under consideration in the event of intent or gross negligence. Liability for slight negligence and for ordinary gross negligence is excluded. In cases of slight negligence and ordinary gross negligence, the Contractor shall be liable exclusively for personal injury. This shall apply mutatis mutandis to liability for the conduct of third parties engaged by the Contractor for the performance of contractual obligations.
    2. The Contractor shall not be liable for indirect damages, loss of profit, loss of interest, lost savings, consequential and financial damages, damages arising from claims by third parties, or for the loss of data and content and their restoration, unless such damage is attributable to gross negligence or intent.
    3. Regardless of the cause and legal basis of the damage, the Contractor’s liability shall be limited to the coverage amount of the Contractor’s liability insurance, or, if the damage is not covered by such insurance, to 50 percent of the fee of the respective contract. In the case of ongoing engagements, liability shall in any event be limited to 50 percent of the annual fee of the respective contract for the year in which the damage occurred.
    4. Claims for damages against the Contractor must be asserted in court within six months from the time the Contractual Partner becomes aware of the damage and the person causing it, or of the event giving rise to the claim, but in any case within three years from the damaging event. The burden of proof for the existence and amount of the damage shall lie with the Contractual Partner.
    5. The above exclusions and limitations of liability shall apply to the same extent in favor of the Contractor’s employees and other agents.
    6. The Contractual Partner shall indemnify and hold the Contractor harmless against all direct and indirect damages arising from a breach of the Contractual Partner’s contractual obligations. In particular, the Contractual Partner shall reimburse the Contractor for all services required to restore the proper and secure operation of the software, such as the removal of viruses or malicious software, which the Contractor must perform as a result of such breach.
14. CONFIDENTIALITY, PUBLICATION
    1. The Contractual Partner undertakes to keep confidential all information, data, calculations, reports, and programs provided to it in connection with this contract, hereinafter referred to as “Confidential Information”. The Contractual Partner shall ensure that Confidential Information is disclosed to its employees, Users, or third parties only to the extent necessary for the performance of the contractual relationship, on a need to know basis. The Contractual Partner shall impose this confidentiality obligation on such persons in the event of disclosure. Excluded from this confidentiality obligation is information that is generally known or was already known to the respective contracting party prior to the conclusion of the contract.
    2. The obligation under Section 14.1 shall continue to apply for an indefinite period after termination of the contractual relationship.
    3. The Contractor shall be entitled to reference and or publish services rendered for the Contractual Partner, naming the Contractual Partner, in particular also for the purpose of promoting itself or its services.
    4. The Contractor shall furthermore be entitled to use the Contractual Partner’s company name and logo for advertising and marketing purposes in print and online media. In addition, the Contractor reserves the right to use content that does not contain business critical or personal data for marketing purposes and as reference material.
15. ASSIGNMENT OF RIGHTS AND OBLIGATIONS
    1. Any assignment of rights and obligations arising from this contractual relationship shall require the prior written consent of the Contractor. The Contractor shall be entitled to assign its rights and obligations under the contractual relationship or the entire contractual relationship to third parties. The Contractual Partner hereby consents to such assignment upon conclusion of the contract. The intended assignment shall be notified to the Contractual Partner at least 14 days prior to the transfer.
16. APPLICABLE LAW, JURISDICTION, PLACE OF PERFORMANCE
    1. Austrian substantive law shall apply, excluding its conflict of law rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
    2. For all disputes arising out of or in connection with this contract, including the question of its valid conclusion and its pre and post contractual effects, the exclusive jurisdiction of the competent court in Graz, First District, is agreed.
    3. The place of performance for deliveries and services of the Contractor shall, unless otherwise agreed, be the registered office of the Contractor.
17. FINAL PROVISIONS
    1. Amendments or additions to these GTC must be made in writing. This shall also apply to any waiver of the written form requirement.
    2. The Contractual Partner shall notify the Contractor of any changes to its business address and or email address. Failing this, declarations by the Contractor shall be deemed received if sent to the last address or email address provided.
    3. Should individual provisions of these GTC be or become invalid, unenforceable, or void, this shall not affect the validity, enforceability, or effectiveness of the remaining provisions. In such case, the parties undertake to agree on a provision that most closely reflects the economic purpose of the invalid, unenforceable, or void provision. The same shall apply to any gaps in these GTC.
    4. The Contractor expressly reserves the right to amend these GTC. Amendments shall be communicated to the Contractual Partner and shall be deemed agreed if the Contractual Partner does not object in writing within 14 days of notification. With regard to technically necessary and security relevant changes, as well as changes required due to amendments in laws or legal requirements, the Contractual Partner shall have no right to object. Such changes shall become effective 14 days after notification to the Contractual Partner.
    5. The contract language shall be German.