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General Terms and Conditions of Commitly GmbH

1. scope of application

  1. These General Terms and Conditions (″AGB″) of Commitly GmbH, FN 476463 g, Commercial Register Court Wiener Neustadt, Dr. Clemens Pirquet-Strasse 43, 2380 Perchtoldsdorf, (″Commitly″) apply to all contracts between Commitly and the customer regarding the use of the Commitly platform accessible via the internet site www.commitly.com.
  2. For the business relationship between the User, who can only use the Commitly Software after complete registration and agreement to these GTC, and Commitly, the following GTC apply exclusively in their currently valid version. The GTC are available separately for the User at https://commitly.com/legal/.
  3. At the same time as agreeing to these GTC, the contract for commissioned processing pursuant to Art. 28 DSGVO of Commitly GmbH shall become valid.
  4. Deviating general terms and conditions of the user shall not apply.

2 Subject matter of the contract, conclusion of the contract and amendments

2.1 Subject matter of the contract

  1. Upon conclusion of the contract, Commitly grants the Client the non-exclusive and non-transferable authorisation, limited in time to the duration of the contract concluded by the Client with Commitly, to use the Commitly Platform, which the Client accesses via the website www.commitly.com.
  2. The authorisation granted to the Client under the Contract and the services provided by Commitly in accordance with the Contract are referred to as the "Service Package".

2.2 Service package

  1. Within the framework of an account information service, the user has the possibility to link existing bank accounts at German and Austrian financial institutions with Commitly and to prepare his finances according to the entrepreneurial requirements and to create plans for future payment flows on this basis.
  2. The User selects his account-holding bank from which the bank account is to be linked and then logs into his online banking. By registering online as a customer of Commitly and agreeing to these Terms and Conditions and Privacy Policy, the User explicitly consents to the storage of the log-in data by the external service provider finAPI GmbH, based in Munich, in order to always be able to view the bank accounts connected with the help of the Commitly software. If the Customer does not agree to this storage, the account information service pursuant to 2.2.1 cannot be used.
  3. With the log-in, an encrypted and secure connection to the user's account-managing bank is established. This connection is made by providing an interface between the account-holding bank and Commitly by the external service provider. If the customer wants to connect several bank accounts, he repeats the described process.
  4. Commitly points out that the transaction history of the implemented bank accounts can only be displayed to the extent that the responsible account-holding bank transmits the data to Commitly. The transmission is fully encrypted and complies with the highest security standards. In addition, the transmission is always updated. Commitly does not guarantee that the account-holding bank will continue to support the application in the future. Commitly relies on the transmission of the data from the account-holding banks, but has no influence on the readiness of the transmission.
  5. The quality, nature and design of the service package selected by the customer are specified as follows:
  • By registering online as a customer of Commitly.
  • By the amount of features and services ("Edition") selected by the customer at the time of online registration. Details are described on the website www.commitly.com.
  • By the term chosen by the customer (see clause 3 of these GTC).
  • Through the technical performance features of the Commitly Platform (see clause 6 of these GTC).

2.3 Conclusion of contract

  1. The conclusion of the contract for the use of the Commitly platform is effected by the submission of the completed online registration, the consent to the General Terms and Conditions and the Privacy Policy required within the scope of the registration and the selection of edition and term by the customer (″registration″) as well as by the activation of the corresponding offer by Commitly .
  2. The customer can register for a test phase (″Free Trial″). During the Free Trial, the use of the Commitly platform in the selected edition is free of charge; in all other respects, the provisions of these GTC also apply to the use in the Free Trial.

2.4 Amendment of the General Terms and Conditions

  1. Changes to these General Terms and Conditions will be communicated to the customer by email . If the Client does not object within four weeks by email, the amended General Terms and Conditions shall be deemed accepted for the current contractual relationship, provided that Commitly has pointed out this legal consequence in the notification of the amendment. The amended General Terms and Conditions shall apply under the aforementioned conditions in any case at the beginning of a term of the contract automatically extended in accordance with clause 3.

3. term and termination

  1. The customer can choose between a term of one month and one year for all editions. The monthly term is automatically extended by one month at a time unless either party gives three days' notice before the end of the initial or extended monthly term. The annual term will automatically renew for one year at a time unless either party gives four weeks' notice before the end of the initial or extended annual term. Termination may be effected by clicking the termination button in the user management area of the Commitly Platform (under User Profile / Account / Manage subscription) or by email. To cancel by email, the Customer must use the primary email address stored for him in the Commitly Platform.
  2. The customer will be reminded of the end of the term in good time before the expiry of the deadlines specified in clause 3.1 of these GTC, if necessary with an indication that the prices will change in the event of the term extension.
  3. The right to terminate for cause remains unaffected. In particular, Commitly is entitled to terminate for cause in the event of a breach by the Client of the obligations pursuant to clause 5 of these GTC.
  4. Commitly is entitled to permanently - i.e. non-recoverably - delete the data stored by the Customer in the Commitly Platform at the time of termination of the contract. This deletion is carried out by Commitly irrespective of the quality, nature, value and significance of this data for the Client. At the request of the Client, the deletion of the data will be confirmed to the Client in writing by e-mail.

4. prices and payment options

  1. The prices announced within the scope of the customer's registration for the edition and term on the website www.commitly.com and listed in the online registration shall apply. The prices stated are exclusive of the legally owed value added tax.
  2. Payment for the service shall be made by means of the online payment options offered.
  3. In the event of an automatic term extension pursuant to clause 3.1 of these GTC, the prices quoted to the customer in the notification pursuant to clause 3.2 of these GTC shall apply from the beginning of the extended term. The customer's payment for the extended term shall be made in accordance with the originally selected payment method.
  4. If the Client defaults on its payment obligations, Commitly may block the Client's connection to the Commitly Platform.
  5. If a customer changes to a service package with a higher range of functions during a term and/or if a customer acquires additional licences during the term, the pro rata fee to be paid for this shall be charged for the remaining term of the original service package.

5. terms of use

  1. Commitly will update, enhance and/or modify the Software on an ongoing basis to incorporate new features, respond to Customer interest and feedback and to correct technical errors (if any). The Customer has no right to maintain the status existing at the time of the conclusion of the contract or at a later point in time. Commitly reserves the right to make the Software available only for certain operating systems or certain versions of operating systems and to support only certain browsers.
  2. The User has no right to the creation of a Commitly user account. Commitly may refuse or cancel the creation of a user account at any time in the event of incomplete registration or untrustworthy and/or incorrect information. In the latter case, the user account will be deleted by Commitly.
  3. During the Term, and subject to compliance with these TOS, the Customer shall have the limited right to access and use the Service for internal business purposes in accordance with the Edition selected by the Customer. The Customer may not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, provide on a timeshare basis, otherwise commercially exploit or make available the Service or its use to any third party, except to Authorised Users and External Users in furtherance of the Customer's internal business purposes.
  4. Commitly is entitled at any time to discontinue the provision of the Software and to terminate the Customer's rights of use, in particular if the Customer breaches these Terms of Use.
  5. The customer requires a high-speed internet connection for proper transmission of the service.
  6. With regard to the storage of data (also beyond the business relationship), the Commitly privacy policy at https://commitly.com/legal/ applies.
  7. If it is necessary for reasons of operational or data security after weighing the interests of both parties, Commitly may temporarily block the Customer's access to the User Account; the Customer will be informed of this by email.
  8. Subject to the Edition selected, access to and use of the Service is limited to a specified number of individual Users. The Customer agrees and acknowledges that each User is identified by a unique username/password combination ("Login") and that each Login may only be used by one (1) individual. The Customer agrees not to allow any Login to be used by more than one person.
  9. The Client may request the deletion of his user account at any time. This is tantamount to a termination of the user contract between the Client and Commitly.
  10. The Client is responsible for the confidentiality and security of its access data. In particular, the Customer must keep the password for access to its Commitly user account secret, must not pass it on, must not tolerate or enable third parties to gain knowledge of it and must take all necessary measures to ensure confidentiality. If there is a suspicion that the access data is being or has been misused, the Customer must notify Commitly immediately.

6. technical features of the Commitly platform

6.1 Infrastructure

  1. The Commitly platform is operated on the basis of the highly available Amazon Web Services (AWS cloud) infrastructure. The hosting of the Commitly platform takes place within the EU.

6.2 System availability

  1. The Commitly platform is usually available 24 hours a day. Outside of core hours, however, availability may be limited due to maintenance work.

6.3 Core time

  1. Core time is the time from 05:00 to 20:00 (CET/CEST) on working days (Monday - Friday). In individual cases and after prior notification, maintenance work may also be carried out during core hours.

6.4 Maintenance and maintenance times

  1. Maintenance work is generally carried out between 00:00 and 02:00 on working days or between 18:00 and 22:00 on Sundays and public holidays. In the case of maintenance work outside these maintenance times, the customer will be informed of the time, duration and scope of the work in good time, if possible 10 days in advance.

6.5 Safety

  1. The Commitly Platform uses state-of-the-art SSL encryption based on a trusted public certificate for data encryption of communication with the platform. All technical components of the Commitly Platform are located within a Virtual Private Cloud (VPC). Separate firewalls secure all relevant components within the VPC. The division into different zones(Availability Zones) and an associated backup strategy ensure the highest level of data security.

7. compensation

  1. Commitly's liability for simple negligence is excluded, insofar as this does not conflict with any mandatory statutory provisions.
  2. Commitly shall not be liable for indirect and consequential damages, damages caused by delay, loss of profit or claims of third parties against the Customer, unless mandatory statutory provisions provide otherwise.
  3. The limitations of liability apply accordingly to Commitly's employees and vicarious agents and other third parties used by Commitly for the performance of the contract.
  4. The Customer's claims for damages against Commitly are limited to the amount of the fee paid by the Customer for the use of the Commitly Platform, unless this is contrary to mandatory statutory provisions.

8 Confidentiality and data protection

  1. Commitly will treat all information provided by the Client as strictly confidential.
  2. Due to the collection of personal data, reference is made to the separate data protection declaration as well as to the contract for commissioned processing in accordance with Art. 28 DSGVO.

9 Choice of law and place of jurisdiction

The contract between Commitly and the Client is governed by the laws of the Republic of Austria. The place of jurisdiction is, as far as legally permissible, Vienna, Austria.

10. communications and support

  1. All notices from the Client made by email pursuant to these T&Cs shall be sent to the following email address: support@commitly.com
  2. Support requests by email should also be sent to the aforementioned email address.

11. other agreements

Should individual provisions of these General Terms and Conditions be invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties shall replace an invalid provision with a valid provision that comes closest to the intention of the parties at the time of the conclusion of the contract and to the economic interests of both parties. The same shall apply if and insofar as these General Terms and Conditions contain a loophole.

(Status: 28.03.2020)

20200328_AGB Commitly