1. Scope of application

The company ChatterHub GmbH (hereinafter referred to as ChatterHub) concludes legal transactions exclusively on the basis of the following General Terms and Conditions (GTC) in the currently valid version.

If the GTC of ChatterHub contradict the GTC of the respective customer, the validity of the corresponding provision of the GTC of ChatterHub is expressly agreed.

ChatterHub is entitled to adapt these GTC to the further development of the law, technical developments and technical innovations, as well as other developments to the necessary extent. The GTC can be found in their current version on the business documents issued by ChatterHub, such as offers, cost estimates, purchase contracts and are available at http://www.chatterhub.io on the ChatterHub homepage. Changes to the GTC are highlighted in bold for the duration of a calendar year and apply without restriction to all legal transactions concluded by ChatterHub from the time the change is announced. For legal transactions already concluded, such changes apply to the extent technically and legally possible and do not entitle the customer to premature termination of the contract.

ChatterHub's obligations arising from a concluded legal transaction are based exclusively on the scope and content of an order accepted by ChatterHub in accordance with the issued order confirmation and these GTC. Resellers undertake to ChatterHub to impose the obligations assumed in the GTC on their customers and are obliged to indemnify and hold ChatterHub harmless for damages resulting from a breach of these obligations.

2. Scope of services and change request

ChatterHub delivers goods or provides services in fulfillment of contracts that are concluded by placing an order based on an offer submitted by ChatterHub. 

Both contracting parties may request changes to the scope of services at any time ("change request").

However, a requested change must contain a precise description of the change, the reasons for the change, the impact on scheduling and the costs in order to give the addressee of the change request the opportunity to make an appropriate assessment. A change request only becomes binding once it has been legally signed by both contracting parties.

3. Conclusion of contract

Subject to obvious and recognizable errors regarding prices and quantities, ChatterHub's offers are binding for the offer period stated in writing, beyond that they are non-binding.

A contract is concluded by timely acceptance of a binding offer by the customer. Declarations of acceptance received from the customer after the expiry of the offer period represent a binding offer from the customer to conclude a contract under the specified conditions; a contract is only concluded after confirmation by ChatterHub.

4. Delivery

ChatterHub endeavors to meet specified delivery deadlines, but the customer is only entitled to withdraw from the contract if a delivery deadline confirmed in writing as fixed on the order is exceeded or if the agreed delivery deadline is exceeded by more than 14 days despite setting a grace period. In the case of delivery by post, rail or forwarding agent, the delivery deadline is deemed to have been met by ChatterHub when the goods are handed over to one of the aforementioned transport companies for delivery to the customer. Risk of loss, damage and destruction of the goods is transferred to the customer upon handover to one of the named transport companies, the assumption of transport costs by ChatterHub has no effect on the transfer of risk.

The data can also be delivered electronically via a ChatterHub download link secured with a user name and password. The link as well as the access data will be communicated to the contractual partner in separate emails. By sending the download link and the access data, the risk of loss, damage and destruction of the goods is transferred to the customer. The contractual partner must take all reasonable precautions to keep the personal access data secret, not to pass it on to third parties and to protect it from unauthorized access. He must immediately notify ChatterHub of loss, theft, misuse or other unauthorized use or the existence of circumstances that could enable an unauthorized third party to misuse the data. The contractual partner shall pay compensation for any damage caused by disregarding this duty of care. This also applies to unauthorized use of the download link. 

If the customer is an entrepreneur, he is subject to the commercial obligation to give notice of defects within the meaning of § 377 UGB. The customer has no general right to withdraw from accepted orders. In the event of withdrawal from the contract immediately after the order has been placed, a cancellation fee of 20% of the net order amount plus VAT is agreed. It is mutually agreed that a judicial right to reduce these cancellation fees is excluded.

5. Price, payment, retention of title and index adjustment

Prices quoted on individually prepared offers and cost estimates are net ex warehouse excluding VAT. Any shipping costs for delivery from ChatterHub to the customer will be added to all prices quoted.

Unless otherwise agreed in individual cases, payments are due within 14 days of receipt of invoice without deduction. In the event of late payment, ChatterHub is entitled to charge all resulting expenses and to demand reimbursement of collection and legal fees and court fees for the collection of the claim from the title of compensation. In the case of deliveries on open account, the delivered goods remain the property of ChatterHub until full payment of the price and any associated ancillary expenses of any kind.

In the case of an entrepreneur, the retention of title shall apply until all claims arising or arising from the business relationship have been paid in full. Insofar as these invoices and claims are settled on a current account basis, this shall also apply if the balance is drawn and recognized.

The customer must store goods subject to retention of title with the utmost care and adequately secure and insure them against fire, water, theft and other risks of damage. Any claims arising from the insurance contracts shall be deemed assigned to ChatterHub upon conclusion of the delivery contract, the customer undertakes to indemnify and hold ChatterHub harmless from any breach of the security and insurance obligation. In the event of a judicial, fiscal or administrative seizure, the customer is obliged to notify ChatterHub, stating the name, address and representative of the executing party, the execution court, as well as the business number and date of the execution authorization and the date of the seizure. The customer is liable to ChatterHub for any damage resulting from a breach of this duty of notification, but also for extrajudicial or judicial costs of an execution procedure according to court fees and lawyer's fees law.

Payments shall first be credited against expenses and costs incurred, then against interest and finally against the overdue fee. Interest on arrears shall be deemed to have been agreed at 4% above the applicable discount rate of the Austrian National Bank (OeNB) per annum.

ChatterHub reserves the right to make an annual index adjustment on the basis of the current consumer price index or an index that subsequently replaces it. The index figures published by Statistics Austria for the month of August of each year serve as reference values for an index adjustment. The non-exercise of the right to value adjustment does not constitute a waiver of future adjustments. Adjustments to the fees do not entitle the customer to extraordinary termination.

6. Warranty and exclusion of liability

ChatterHub can release itself from the claims for cancellation of the contract and for a reasonable price reduction by replacing the defective item with a defect-free one within a reasonable period of time or by making an improvement or adding the missing item within a reasonable period of time in a manner reasonable for the customer. ChatterHub provides its services with the greatest possible care, reliability and availability. However, ChatterHub is only liable for material damage when providing its services for intentional or grossly negligent actions of its employees, the liability for damages in case of slight negligence is excluded by mutual agreement.

Liability for consequential damages as well as damages to physical or non-physical items other than those delivered by ChatterHub in accordance with the Product Liability Act is excluded, unless the customer is a consumer within the meaning of the KSchG.

Further claims for damages for whatever legal reason, in particular claims for loss of profit, business interruption and loss of data and information are excluded, unless this is contrary to mandatory legal provisions.

The transfer of software and/or data to third parties - even as a copy - and their short-term transfer is prohibited in any case. The customer is obliged to indemnify and hold ChatterHub harmless in the event of a violation of this prohibition, in particular even short-term transfer or transfer in the event of a claim against ChatterHub under any legal title whatsoever.

7. Secrecy

The contracting parties undertake to keep all confidential information which they receive about the business or operations of the other partner absolutely secret and not to disclose such information to any third party, unless this information is in the public domain or generally accessible. In particular, the contracting parties undertake not to exploit such confidential information themselves or in any other way. The content of the agreement shall be treated confidentially. This shall also apply after termination of the agreement.

8. Force majeure

Insofar and as long as obligations cannot be fulfilled on time or properly as a result of force majeure, such as war, terrorism, natural disasters, fire, strike, lockout, embargo, sovereign intervention, failure of the power supply, failure of means of transportation, failure of telecommunications networks or data lines, changes in the law affecting the services after conclusion of the contract or other non-availability of products, this shall not constitute a breach of contract.

9. Compliance

The contractual partners undertake to ensure that their legal representatives, employees and employed and/or commissioned subcontractors comply with all applicable legal provisions in connection with the contractual relationship, in particular also the anti-corruption regulations, and to take appropriate measures to ensure compliance. A violation entitles ChatterHub - without prejudice to other rights of withdrawal and termination - to terminate the agreement without notice and to assert any claims for damages.

10. General information

ChatterHub is entitled to use customer names or logos for exclusive presentation and marketing purposes in the reference list and other documents, but not to pass on data to third parties. The prohibition of use requires an express declaration by the contractual partner, but consent can be revoked at any time.

For any disputes, the local jurisdiction of the court in St. Pölten is agreed. For disputes arising from consumer transactions, the local jurisdiction of the court in St. Pölten is agreed, provided that St. Pölten is either the place of residence, habitual abode or place of employment of the customer. Austrian law shall apply.

ChatterHub is authorized at its own risk to commission other entrepreneurs with the provision of services from this contractual relationship. Unless otherwise agreed and subject to mandatory provisions of the Consumer Protection Act, the statutory provisions applicable between registered traders shall apply. The contractual partner is obliged to notify ChatterHub immediately of any changes to his name or designation, changes to the subscriber number provided, changes to his address (business address, relocation of registered office) or changes to the legal form. If the contractual partner does not announce changes, legally significant declarations from ChatterHub are deemed to have been received if they are sent to the last known address. In case of doubt, the aforementioned General Terms and Conditions shall remain binding in their remaining parts even if individual or several provisions are legally ineffective. If provisions are invalid in whole or in part, they shall be replaced by a provision that would have been agreed upon by knowledgeable parties endeavoring to find an objective solution.

Stand: März 2023