This translation of Arivo's Software and Service terms is provided for informational purposes only. Legal validity has only the original statement, which is available in german language.
Arivo Software and Service Terms
§ 1 Preamble
- The principal has parking areas on which the digital parking solutions of Arivo will be used.
- Arivo GmbH, hereinafter referred to as Arivo, has developed the "ARIVO" software.
- In the following, this agreement regulates the provision of the system via a central platform (Software as a Service - SaaS) and the use of the software by the Principal.
- By accepting the offer, the software and service conditions are accepted. It is not possible to use the ARIVO software without accepting these conditions.
§ 2 PRODUCT AND SERVICE DESCRIPTION
- The ARIVO system is a parking management specific web-based software. Arivo offers solutions for managed as well as unmanaged parking. The specific software for the principal is determined by the offer.
The system consists of hardware as well as software. The scope of services ordered by the Principal is specified in the offer from Arivo.
- The SaaS platform shall run centrally in a data center equipped for this purpose, secured and in compliance with the provisions of the German Data Protection Ordinance. The selected operating system and the database technologies used shall be kept up to date with the latest technology.
§ 3 Term of use
- Arivo will provide the Principal the use of the ARIVO software in return for payment of a fee. After termination of the contractual relationship with Arivo, all rights of use of the Principal to the ARIVO software will automatically expire. In this case, the Principal is obliged to delete the ARIVO software immediately, completely and irrevocably from all data carriers or other storage media. Access for the Principal will be deactivated.
- Excluded from this are the user data of the customer of the Principal which must be available to the Principal in accordance with commercial and tax law requirements.
- The Principal acknowledges that a failure of the system is possible and shall therefore ensure that entry and exit for its customers is also possible if the system is not functioning.
- The Principal shall be entitled to check the security measures taken with regard to the data to be stored by the Principal on the Arivo server itself or by a commissioned expert. The costs for this shall be borne by the Principal itself.
- The Client shall be obliged to provide a sign for the identification of the license plate.
- The Principal shall also be obliged to disclose to its customers the General Terms and Conditions of Business which it agrees with the end customer, as well as a data protection declaration. These shall refer in particular to the processing of their personal data for the purpose of parking space management and thus the performance of the contract.
§ 4 License granting and availability of the software
- Arivo shall provide the Principal with the access data to the system.
- Arivo shall grant the Principal the personal, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Software to the extent required for the duration of the use (license to use the work). This authorization to use the work shall end simultaneously with the termination of the respective contractual relationship.
- All intellectual property or other industrial property rights in connection with the contractual products in all stages of development, in particular but not exclusively in software, source codes, know-how, other files and applications, shall belong exclusively to Arivo. This shall also apply to improvements, changes or additions to the contractual products made by Arivo at the request or instigation of the Principal.
- The Principal shall be prohibited from using the software provided for any other purposes than for the administration of the parking areas operated by him within the scope of his business. In particular, he is prohibited from any other commercial use of the software. He shall also not be authorized under any circumstances to pass on the software to third parties, whether against payment or free of charge.
- The Principal shall also be prohibited from making improvements, changes, additions, further developments or otherwise affecting the software.
- The Principal shall in particular be prohibited from (i) reverse engineering, decompiling, disassembling, adapting, reproducing or creating software derived therefrom, in whole or in part, the contractual products and in particular the software as well as the source codes underlying the same, and (ii) removing, modifying, deactivating or circumventing copyright and trademark notices or other copyright and origin information, proprietary notices or markings present on or in the software.
- If the Principal nevertheless makes improvements, changes, additions, further developments or other effects on the contractual products himself, he shall waive the right to assert independent property rights in the event that such occur. The Principal agrees in advance that Arivo - insofar as legally permissible - shall itself establish industrial property rights to these work results.
- In the event that independent and non-transferable property rights of the Principal (in particular, but not exclusively, copyrights) arise as a result of such improvements, changes, additions, further developments or effects, the Principal undertakes in advance to grant Arivo an exclusive, irrevocable, gratuitous, transferable right of use, unlimited in terms of time, place and subject matter, and to refrain from any own use and exploitation of the property rights.
- Arivo shall have the right to revoke this authorization to use the Work at any time and without compensation if the Principal violates the preceding provisions in any way whatsoever. Any claims for compensation of Arivo beyond this shall remain unaffected by this right of revocation.
- The Principal has the right to use the servers in connection with the system ARIVO. All offered services on the servers are available to the extent of 99.0% calculated for one month for the Principal. If this availability is not reached, the principal has the possibility to get back a percentage amount of the monthly software fees, if he requests this from Arivo. The credit for 99% - 95% server availability is 25% of the monthly software fee. The credit for server availability below 95% is 50% of the monthly software fee. Provided core functionality is met, 100% availability is met. The core functionality of the software ARIVO is that the parking system is connected to the servers and a remote control by the principal is given. The core functionality for managed parking is that the public site and all customer accounts can be accessed at any time via a web interface.
- Technically, it is not possible to produce software that is absolutely free of errors. The Principal is aware of this risk and accepts it. Minor defects that do not affect the essential functions of the software therefore do not have to be remedied under the warranty.
§ 5 Software maintenance
- The currently valid functional description is defined in the documentation. This is updated at https://docs.arivo.app and https://docs.parken.arivo.app/. The valid function description is limited to the functions according to the offer.
- The installation of additional special modules, the adjustment with the specific extensions or the implementation of a new software version is not part of the ARIVO software.
- Arivo reserves the right to make changes to the software after delivery which improve the performance of the software.
§ 6 Technical Support, Service Levels, System Monitoring
- In certain cases, Arivo shall offer the Principal support services for which the Principal shall pay a support fee.
- This shall include the support of the Principal in the event of a disruption of the contractual system by Arivo via telephone, e-mail (email@example.com) and remote maintenance access.
- The Principal shall name a technically responsible persons for all questions in connection with the provision of these services. These shall be trained accordingly by Arivo and shall be familiar with the system and with the internal operating procedures of the Principal.
- Arivo shall - if possible - carry out maintenance work between 20:00 and 06:00 CET. Announced maintenance work shall not reduce the availability. If possible, Arivo shall announce maintenance work 24 hours in advance.
- The notification of malfunctions and support cases is possible by telephone Monday - Thursday from 08:30 - 16:00 and Friday from 8:30-14:00. Outside these times, a disruption can be sent by mail to firstname.lastname@example.org.
- The following services are not included in the support flat rate:
- Data maintenance in the system
- Information about information of the principal
- Basic settings
- Customer-specific adjustments, configuration changes or changes to system settings
- Elimination of errors and malfunctions
- On networks provided by the principal
- Caused by force majeure
- Caused by interventions of the principle, his employees or a third party
- Initial data import
- Configuration of new and existing hardware
- Removal of viruses on the hardware of the principal
- Installation of various third party software on the hardware of the principal (virus scanner, backup software, office etc.)
- System monitoring is performed 24 hours a day, 7 days a week (24/7) via remote maintenance to preventively ensure long-term maintenance of the system's ongoing operation.
- For proactive system monitoring, Arivo shall be provided with free remote maintenance access (all ports shall be open to the outside) to all systems to be monitored 24 hours a day.
- Should there be any planned shutdowns of monitored components or work on the network infrastructure, the Principal shall notify Arivo in good time in advance (email@example.com). Otherwise, Arivo reserves the right to invoice the resulting expenses in accordance with the applicable billing rates.
§ 7 Start, termination, cancellation for important reasons
- The software and service conditions apply from the acceptance of the offer. The billing of the software fees shall start from the month of commissioning (12 months after acceptance of the offer at the latest).
- Unless otherwise agreed, the software and service conditions shall apply for an indefinite period. The transfer agreement regarding the ARIVO software can be terminated at any time with three months notice to the end of each month. However, a minimum term of 12 months is deemed to be agreed between the contracting parties.
- This does not affect the right to dissolve the licensing agreement with regard to the ARIVO software for important reasons with immediate effect without observing a period of notice.
- Important reasons, which entitle to immediate dissolution, are in particular:
- Exceeding a payment deadline by more than 14 days despite setting a reasonable grace period;
- Opening of insolvency proceedings against one of the parties or rejection of the opening of insolvency proceedings for lack of assets to cover costs
- Cessation of business operations or interruption of the distribution or use of the contractual products for more than 2 months.
- In the event of termination and a change to another system by the Principal, Arivo shall hand over the collected data to the Principal in a structured form. Arivo shall be obligated to delete all data in the system completely and free of charge after the data has been handed over to the Principal, provided that this does not conflict with tax law or other statutory retention obligations.
§ 8 Usage fee, billing, due date
- The calculation of the monthly software costs is staggered per object (or per garage) according to the following table:
Number of parking positions 50 51-100 101-250 251-500 501-1000 1001 Price per position / month € 7,00 5,00 € 2,00 € 1,00 € 0,75 € 0,50
50 parking positions x € 7,00 = € 350,00
50 parking positions x € 5,00 = € 250,00
150 parking positions x € 2,00 = € 300,00
1 parking position x € 1,00 = € 1,00
- Changes in the number of parking spaces up to and including 10% shall not be taken into account.
- All prices are exclusive of the currently valid value added tax in the country of the Principal's location affected by the contract.
- In addition to the right to use the system, the fee includes technical support, system monitoring and software maintenance for the agreed ARIVO software.
- In addition to the fee, the following costs will be incurred depending on the use (use and prices according to the offer)
- Telephone charges for the connection of the devices to any telephone number
- Certificate for cash register, required 1 x per UID / company
- EFSTA Fiscal module for cash register
- Payment costs for card payment at the payment terminal or exit column (Card Complete, ...)
- Payment costs Stripe for payments via Arivo Pay or Arivo customer management according to the offer
- Maintenance and servicing of ordered payment terminals (Card Complete, ...)
- Third party costs may change depending on the application and therefore the prices in Arivo's offers are not binding.
- Invoices by Arivo shall be sent electronically only. A corresponding e-mail address must be provided by the Principal. If the invoices are sent to the last e-mail address provided by the principal, they shall be deemed to have been delivered upon dispatch. The costs for sending an invoice in paper form shall amount to EUR 5.00 per invoice.
- Invoices shall be due for payment within 14 days of the invoice date. In the event of any delay in payment, Arivo reserves the right to charge 8% interest p.a. on arrears.
- Arivo reserves the right to adjust the prices unilaterally. The basis for the price adjustment is in each case the Austrian Consumer Price Index 2020 (CPI 2020) published by the Federal Institute "Statistik Austria" or the index replacing it. The basis of calculation is the index number last published in the month of the conclusion of the contract. Accordingly, both downward and upward price adjustments are possible. Index fluctuations up to and including +/- 3% shall not be taken into account. The index value calculated thus shall then form the basis for further indexation. In the event that the applicable index is no longer published, the index that is published instead of this index shall be used as the basis for the indexation; in the absence of such an index, the index that most closely corresponds to the consumer price index from an economic point of view shall be used. If it is no longer possible to use an index calculation, the value-secured charges shall be calculated on the basis of principles analogous to those last used for the index calculation.
- The Principal shall not be entitled to set off any claim it may have against Arivo, unless the claim from Arivo has been established by a final court decision as existing.
- The Principal accepts the following terms of payment: 25% down payment, 75% upon installation.
- Default of payment of any kind as well as the opening of insolvency proceedings or the non-opening of insolvency proceedings for lack of assets shall result in the loss of all discounts and rebates granted to the Principal.
§ 9 Warranty
- Arivo warrants that the system has the functions warranted in the specification of services. Arivo shall be obliged to remedy security gaps in the software to the best of its ability as soon as possible after they become known.
- A warranty period of 12 months from transfer shall be deemed agreed for the service included in the offer. The transfer shall be deemed to have taken place as soon as all hardware components have been installed on site and are ready for use by Arivo, regardless of whether the principal is already using the system and all on-site services (e.g. functioning Internet) have been fulfilled. It is expressly pointed out that Arivo is not obliged to update the software and service conditions in the sense of § 7 of the Consumer Guarantee Act (VGG) beyond the respective offer.
- Any warranty is void for damages caused by improper handling, incorrect operation, missing or delayed maintenance or other external influences (e.g. vandalism) without our fault.
- Arivo shall provide warranty within a reasonable period of time at its own choice by improving or replacing the defective service or by reducing the price or terminating the contract. Upon Arivo's request, the customer is obliged to send the defective goods to Arivo at his own expense. Replaced parts shall become the property of Arivo.
- For corrections made by the principal himself of by third parties, Arivo is only responsible if Arivo has given its explicit written consent in advance.
- No warranty shall be given for individual program adaptations or reprogramming according to the principal's specifications.
- The principal shall bear the full burden of proof for all claim requirements, in particular for the defect itself, its existence at the time of handover, the time of discovery of this defect and the timely submission of the notice of defect. Any legal presumption to the burden of Arivo, in particular that defects occurring in the first six months after handover were already present at the time of handover, shall be excluded.
§ 10 Liability
- Arivo shall only be liable to the principal - with the exception of any personal injury - in the event of gross negligence or wilful misconduct, whereby claims for damages, except in the case of personal injury, shall be limited to the amount of 12 times the monthly software fee (minimum of € 1.000). This applies in particular to any resulting damages, such as loss of profit due to production downtime, loss of production, loss of sales.
- Arivo shall not be liable for damages caused by acts of third parties, force majors (e.g. fire and water damage, direct or indirect lightning strike, etc.) or improper actions by the principal or his employees.
- Arivo shall not be liable for the content, correctness or completeness of the data transmitted by the principal or entered into the system.
- Arivo shall not be liable for the fact that the provided system meets all requirements of the principal and achieves the desired economic success or yield for the principal.
- Arivo is not liable for damages resulting from the fact that the principal
- does not comply with legal regulations or official requirements;
- violates intellectual property rights of third parties;
- does not comply with Arivo's instructions regarding installation, commissioning or use of the service;
- does not carry out data backups properly and regularly;
- or third parties make repairs, modifications or repairs or other changes (including damages) to the system or hardware without written consent of Arivo;
- uses equipment that does not function properly from a technical point of view (such as networks, supply lines, cabling);
- does not carry out necessary maintenance work in due time.
- Arivo is furthermore not liable for damages caused by defects or damages of third party components, internet malfunctions, software viruses or other external influences on the system or hardware.
- The reversal of the burden of proof according to § 1298 ABGB (Austrian Civil Code) - except for personal injury - is expressly excluded.
- All claims for compensation shall expire at the latest 6 months after the Principal has become aware of the damage and the damaging party.
- In those cases where coverage is provided by our business liability insurance, any liability to pay compensation shall be limited to the available coverage amount of our business liability insurance. The above mentioned limitations of liability remain unaffected by this.
- Barriers and rolling gates can be activated by the scope of services. The principal shall ensure that the users of the system are made aware of the dangers and that the barrier or roller shutter is only activated if the user is satisfied that there is no danger to himself or to third parties. Arivo shall not be liable for any damages resulting from the use of the system by end users of the principal. The principal shall fully indemnify and hold Arivo harmless in this regard. The principal is obligated to protect the software against attacks and to take security measures.
- According to the standard DIN EN 12453 the barrier must be equipped with a non-contact protection device for presence detection in order to reduce the probability of a contact with a person. The system is operated exclusively at the risk of the operator. The commissioning of the system is carried out under exclusion of any warranty claims, as well as recourse claims with regard to damages arising from the non-compliance with the above mentioned standard.
§ 11 Penalties, Delay
- The principal may, to the exclusion of further claims, demand compensation for delay in delivery in the amount of 0.5% for each full week of delay, but not more than a total of 5% of the order amount of the delayed delivery, in the event of a delay in delivery for which Arivo is grossly negligent or intentionally at fault.
- The delivery date will be fixed after order confirmation and final technical clarification in the kickoff meeting with the principal.
- In order to meet the agreed deadlines, the principal must carry out the planned project steps on schedule. The on-site services according to the offer must be provided on time and active cooperation of the principal in the implementation of the project is assumed. All agreed partial payments shall be settled by the principal in full and in due time.
- If the failure to meet the delivery deadline is due to mobilization, war, riot, strike, lockout or the occurrence of unforeseeable obstacles, force majeure or the disruption of networks (including the Internet), the deadline shall be extended accordingly. It is irrelevant whether these circumstances occur at Arivo itself or at a supplier or subcontractor of Arivo.
§ 12 Data protection
- The Principal undertakes to comply with the applicable data protection provisions vis-à-vis its customers and in particular also to comply with the Principal's data protection requirements. He shall fully indemnify and hold Arivo harmless for all claims of his customers arising from data protection violations due to the use of the ARIVO system by the client.
- Arivo acts as a commissioned data processor according to Art 28 DSGVO and the principal as the responsible party has to comply with all data protection regulations. The principal shall indemnify and hold harmless Arivo for all claims or penalties imposed by the data protection authority arising from a data protection offense.
- Arivo will not check which data are stored by the Principal in the system or whether there are any violations of data protection law in this respect.
- The Principal shall therefore also undertake to check that the system complies with data protection law at its own expense and, in the event of the possibility of a breach of the applicable data protection provisions, to notify Arivo of this in writing.
- Arivo shall process the data entered into the system by the Principal exclusively for the purpose of being able to provide the service agreed upon in accordance with the order processing agreement. Arivo shall store personal data only for as long as is necessary to fulfill the purpose of the contract or as required by law. The Principal shall have the option to adjust the deletion periods and shall also assume any liability for this. A separate order processing contract shall be concluded between the Principal and Arivo in accordance with Art 28 DSGVO.
§ 13 Confidentiality
- The contracting parties shall be obliged to treat as confidential all confidential information obtained within the framework of the contractual relationship. In addition to business and trade secrets, confidential information shall also include all other information and documents which are either marked as confidential or whose confidentiality results from the circumstances or their nature. Confidential information is in particular technical, business and other information, for example information relating to technologies, products, services, prices of products and services, employees, marketing plans, financial matters; also information which has been specially protected in a technical and/or organizational manner against access by third parties (for example assignment of passwords, encryption, safekeeping in a safe, etc.).
- Not covered by the above confidentiality obligation shall be information (i) which is generally known, (ii) which has been lawfully disclosed to a Contracting Party by a third party without any obligation to maintain confidentiality. Furthermore, the obligation to maintain secrecy shall not apply if a Contracting Party is required to disclose information on the basis of an official or judicial order. In such case, the receiving Party shall promptly notify the other Party in writing prior to disclosure and, in consultation with the other Party, take any reasonable action prior to disclosure to reject disclosure requests and/or ensure the confidentiality of the information.
§ 14 Additional services against charge
- Support and services which are not covered by the support fee shall be charged at an hourly rate of € 35 net per quarter hour.
- Outside the warranty, the price for additional hardware components shall be based on the currently valid price list.
- Consumables shall be understood to mean all materials necessary for the exchange or for the recommissioning, such as cables, plugs, terminal technology, etc.
- The costs for the exchange of hardware components or consumables shall consist of material, working time and travel costs.
- The working time shall comprise the duration of the work performance of the Arivo's employees required for the exchange of the hardware components or consumables. This shall be invoiced at the hourly rate of € 35 net per quarter hour.
- Travel to and from the site shall be charged at a flat rate. No costs will be charged for journeys of less than 20 km each way (starting from 8020 Graz).
- Availability of replacement items cannot be guaranteed. In this case, however, Arivo shall offer a replacement solution. The prices for this are based on the currently valid prices.
§ 15 Payment processing via Stripe Connect
- The following provisions apply only if the payment service of Stripe is used:
Parking fees of parking customers can be settled via the ARIVO software. There are different options for payment processing depending on requirements:
- Option 1: Payment via ARIVO.PAY.
Using Arivo.pay, short term parkers can pay their parking fees by means of a web-based solution. For free flow systems (parking systems without barriers), parking customers can use Arivo.pay to pay the open parking fees (also after exit).
Option 2: ARIVO customer management
With the software ARIVO parking products can be sold online. All services provided to registered customers (long-term parkers, registered short-term parkers) can therefore be settled by SEPA direct debit or debit/credit card. The ARIVO software generates a monthly invoice of parking fees and these are collected by the payment service provider Stripe. In addition, parking customers have the possibility to perform pre-bookings. The payment of these pre-bookings is also done via Stripe.
- The company Stripe offers payment solutions for online payments. With Stripe, it is possible to make payments (Apple Pay, Google Pay, debit/credit card, SEPA direct debit, ...) via the above solutions. Stripe takes care of the entire payment process for this and has a corresponding payment license.
- Arivo will provide the technical platform for the payment. He acts as an intermediary and uses the services of the online payment system Stripe Connect.
- The Principal undertakes to register with Stripe via the ARIVO software. In the course of the registration, the Principal must create an account with Stripe. Through the registration, an agreement is concluded between Stripe and the Principal as the owner of the Stripe account that is to be connected to the Contractor. Stripe maintains direct contractual relations with both the Principal and Arivo in order to regulate the processing of payments to the Principal.
- Arivo will calculate the outstanding fees of the Parking Customer on the basis of the parking fees deposited in the system by the Principal. The parking customer has the option to settle these via Stripe. Through the software ARIVO Stripe receives a command to process the open fee from the Parking Customer.
- The parking fees minus the payment costs (see point 8 or offer) are transferred once a month to the Stripe account of the Principal. Subsequently, the amounts shall be paid to the bank account linked by the Principal.
- Payments below € 1.00 are technically not possible. If an amount below 1.00 € is to be collected, the amount will be rounded up to 1.00 € and the remainder will be booked as a processing fee. We advise you to choose the rate accordingly (e.g. for the first two hours 1,00 € per hour, each further hour 0,50 €).
- The Principal is obliged to pay tax on any sales generated via the platform. The Principal alone shall bear the responsibility for the correct tax calculation and payment.
- The Principal is obligated to carry out an ongoing control of the invoices independently. For all liability claims due to incorrect invoices, point 10 shall apply. The invoice shall be deemed accepted 3 months after issuance if no written objection is made by the customer within this period.
- Arivo shall not be liable for any non-payment by Stripe or the parking customer.
- Arivo and Stripe have the right to use the data provided by the Principal to enable the use of Stripe Connect or the platform services by the Principal within the scope of Stripe's data protection policy and in accordance with Art. 6 para. 1 lit. B DSGVO.
- Further information on Stripe and Stripe Connect can be found at the following link https://stripe.com/at https://stripe.com/at/connect https://stripe.com/at/connect-account/legal
§ 16 Service Conditions Card Complete Terminals in Germany
The following provisions shall only apply if a Card Complete Terminal is used in Germany:
- The Principal shall assign Arivo with the maintenance and service of the ordered Card Complete Terminal.
- The object of service for this purpose are the Card Complete Terminals, Complete PIN Pads and the hardware parts and cables inseparably connected to these devices (all together referred to as Terminals).
- These terms and conditions do not entitle the principal to any adjustments, modifications, improvements and functional enhancements of the terminals and the programs used for them, to access or disposal of the source code, to supplies and services for hardware, adapters, network infrastructure, communications infrastructure, cables, UPS, power lines, surge protection, training and consulting that go beyond the maintenance of the operational readiness of the terminals.
- Arivo may use a third party to perform the Services.
- Arivo shall perform remote maintenance in accordance with the technical and organizational requirements for the operational readiness of the terminals. The type, scope and timing of remote maintenance shall be at Arivo's discretion, provided that remote maintenance activities serve to maintain or restore the operational readiness of the terminals.
- Arivo is entitled to implement an appropriate alternative solution instead of installing error corrections or program changes without thereby limiting the functional scope of the terminals.
- If the troubleshooting of a terminal cannot be carried out by telephone support and remote maintenance within a reasonable period of time, Arivo shall carry out a terminal replacement (device exchange) by using a replacement terminal of card complete. The replacement terminal will be shipped to the respective location of the Principal. The installation, connection and establishment of the communication link for this replacement terminal shall be the responsibility of the Principal. The faulty terminal must be returned to Arivo.
- Arivo assumes no warranty and no liability for the time and modalities of the terminal transport to the terminal installation site at the garage operator. Likewise, Arivo assumes no liability for lost profits incurred until the arrival of the new terminal.
- If there are technical developments that make it necessary to replace the terminals with newer generation terminals, the costs of the upgrade or at most the costs of new equipment are not covered by this contract.
- The liability of Arivo shall be based on clause 10 (Liability).
§ 17 Reservation of ownership
- The delivered and installed goods remain our property until full payment of the purchase price and all associated costs and expenses.
- In case of even partial delayed payment, we are entitled to collect the goods in an appropriate manner even without the buyer's consent and at the buyer's expense. A resale is only permissible if we have been informed of this in advance and if we consent to the sale. In the event of our consent, the purchase price claim shall be assigned to us and we shall be entitled to notify the Buyer of this assignment at any time.
- Ownership shall remain with us even if the delivery has been firmly combined or mixed with the property of the principal. If parts or goods delivered by us have become a dependent part of the property of the principal as a result of being combined with the property of the principal, the principal shall be obliged, in the event that he does not pay his liabilities to us in due time, to tolerate the reassembly of all parts or goods at his risk and expense or otherwise to pay corresponding monetary compensation. The principal acknowledges our ownership of such re-installed items.
§ 18 Delivery, default in acceptance
- The delivery of the service is EXW Graz (Incoterms 2010) at the expense and risk of the principal. With the handover to the carrier, the risk is transferred to the principal. Costs for special packaging will be charged to the principal. If agreed separately, Arivo will insure the delivery at the expense of the principal against damage in transit and loss of the goods.
- In the event of default in acceptance, the principal shall pay compensation at a flat rate of 5% of the purchase price as a contribution to processing costs. Arivo reserves the right to claim further damages.
- Any exceeding of the binding cost quotation due to changes in the quotation by the principal shall be accepted by the principal even without notification by Arivo. The principal waives his right to withdraw from the contract in such cases.
§ 19 General Provisions
- This Agreement shall also entitle and oblige the universal successors of the Contracting Parties. Furthermore, the contracting parties undertake to transfer their rights and obligations under this Agreement to their individual legal successors. Unless otherwise provided for in this Agreement, the Principal may not transfer the Software and the associated documentation to third parties unless the Contractor expressly gives its written consent thereto.
- Should any part of a provision be legally invalid or unenforceable, this shall not affect the validity of the remaining provisions. The contracting parties shall be obliged to replace the legally ineffective or unenforceable provision by such a provision or, in the event of a loophole, to agree on such a provision which comes as close as possible to the economic purpose of the provision to be replaced. In this case, particular attention shall be paid to the economic purpose pursued by the contracting parties, had they considered the omitted point.
- Disputes arising from and in connection with the contracts concluded with Arivo shall be governed exclusively by Austrian law, excluding the conflict of laws rules. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
- For all disputes arising from and in connection with the contracts concluded with Arivo, including the question of the valid conclusion of the contract and its pre- and post-effects, the exclusive jurisdiction of the court with subject-matter jurisdiction for Graz is agreed.
- The validity of the General Terms and Conditions (GTC) of the Contractor, available at https://arivo.co/allgemeine-geschaeftsbedingungen/, shall be deemed agreed. Any agreements made earlier shall be replaced by these terms and conditions. There shall be no collateral agreements.
- In the event that there are contradictions between these Terms and Conditions and the Contractor's General Terms and Conditions or the other annexes, the Software and Service Terms and Conditions shall take precedence in any case.
- Amendments and supplements to these Terms and Conditions must be made in writing.