General Terms & Conditions

Testify contract terms

Testify GmbH
Business Park Urfahr 6 + 8
4040 Linz
FN 474598p

(in short, "manufacturer")

Vertragsbedingungen

INTRODUCTION

This agreement governs the relationship between the company Testify GmbH (operator of the software "Testify", hereinafter referred to as the manufacturer) and the account creator (hereinafter referred to as user) of the online and service offering of Testify. A user is any natural or legal person who has registered for the above offer or has entered into a user agreement.

RECOGNITION

  1. By registering on testify.io, the user declares to have fully read and understood the present terms and conditions and to accept them in their entirety.
  2. The manufacturer reserves the right to change the terms and conditions at any time without giving reasons. Changed terms and conditions are communicated 2 weeks before the entry into force via email to the user. By the further use of Testify after entry into force of the changed terms and conditions, the user agrees.

ABONNEMENT

  1. Testify is the manufacturer of the software "Testify" and makes it available to its users via a cloud service ("Software-As-A-Service" or "SaaS"). The regular use of Testify as SaaS takes place within the framework of a subscription, in which user fees are regularly paid to the manufacturer. In return, the user receives a certain number of monthly users.
  2. The subscription always starts on the respective 1. of the month following the signing of the contract.

USE OF PROGRAM FUNCTIONS

  1. The user is entitled to use any function of the software without restriction. All costs are covered by the billing system based on the number of users provided.
  2. The manufacturer reserves the right to supplement the billing system with individual functions that are particularly complex during the creation or operation. In this case, the user will be informed in writing in good time before introducing such a new function. The user is not obliged to actually use such additional functions.

BILLING

  1. With this agreement, the user concludes a time-unlimited subscription, on the basis of which he can use a certain number of users in Testify.
  2. The billing is carried out in advance up to 10 calendar days before the start of a new payment period.
  3. For monthly billing, the parties agree on a payment term of 10 calendar days. For annual billing, 30 calendar days are agreed as payment terms.
  4. The user agrees to an electronic transmission of invoices in the form of PDF files. For this purpose, the user provides an e-mail address to which the manufacturer's invoices can be sent as an attachment.
  5. Payments are made without any deductions.


BILLING BASIS AND PRICES

  1. The manufacturer's basic package includes 10 User and the full use of Testify.
  2. The billing is carried out in advance up to 10 calendar days before the start of a new payment period.
  3. The prices for the use of Testify and the services offered can be viewed on the homepage testify.io. Price adjustments will be communicated in advance by e-mail at least 2 months in advance. An index adjustment of prices can always be done with the 1. January, for the first time on 01.01.2019.

TERMINATION

  1. Ordinary termination of the subscription is possible at any time, and this must be done in writing no later than 15 working days before the beginning of the next payment period. The last day of the provision by the manufacturer and the payment obligation of the user is then the last day of the current payment period. If there is no cancellation, the subscription is automatically renewed for another payment period.
  2. An extraordinary right of termination exists for the user only in certain cases, namely, when
    • Bankruptcy is opened via the manufacturer; or
    • the manufacturer does not provide the software repeatedly within the agreed service level.
  3. An extraordinary right of termination exists for the manufacturer only in certain cases, namely, when
    • about the user bankruptcy is opened; or
    • the user is repeatedly in default of payment.
  4. After the subscription has expired, the software will be made available to the user free of charge for further 30 days. The software is restricted by the manufacturer so that no more records can be added or changed. Existing data can be read by the user and if necessary exported or saved for further use. Subsequent to this grace period, the manufacturer will completely erase the user's data within further 30 days.

SOFTWARE AS-A SERVICE (SAAS)

  1. The manufacturer provides Testify in a SaaS model over the Internet. This includes the operation of all server components necessary for the software for the user.
  2. The manufacturer continues to develop Testify. The systems provided must therefore be updated regularly. Larger updates with significantly changed features will be announced at least two weeks prior to the update and made available to the user for testing. In future versions of Testify, the user will be able to decide for himself within a limited framework of several weeks about the time of updating his system. This function is currently not available.
  3. To use the software, web browsers approved by the manufacturer can be used on PC systems. For mobile devices special applications are provided. At the request of the user, the manufacturer submits an up-to-date list of compatible device classes.
  4. The proper functioning of devices and their connectivity to the Internet is the sole responsibility of the user.
  5. All Testify server components are operated on computing systems by specialized cloud service providers ("providers" for short). The manufacturer agrees to data from users
    • Germany and Austria in one of the two countries
    • other European countries in one EU country
    • other countries in geographically appropriate data centers. To safeguard data and ensure round-the-clock operation, the manufacturer is allowed to keep copies of the customer's data geo-redundantly at other locations of the provider.
  6. The manufacturer is committed to the utmost care in the selection of possible providers and will pay particular attention to certified safety precautions. The user is always entitled to receive information about which provider and data center location at which his data is stored and processed.
  7. Upon completion of the subscription, the user will be provided with a user ID and an initial password for the administrator access for Testify. The user is responsible for keeping the credentials secure. Security incidents, such as a possible misuse of your credentials, must be reported immediately to Testify Support.

SERVICE LEVEL

  1. The manufacturer provides the user with free support. Support requests can only be made in writing via email to support@testify.io. The manufacturer will try on the "best effort principle" to assist the user in solving his problem.
  2. The user will ensure that only key users appointed by him make support requests to the manufacturer.
  3. Testify operates on computing systems of providers that enable 24 × 7 operation.
  4. Maintenance work on production systems is always carried out exclusively between 22 clock and 4 clock (in short: "maintenance period") and, if possible, previously announced.
  5. In very urgent individual cases, work on the server software may be necessary and carried out outside of the normal maintenance period.
  6. In each case, the manufacturer can guarantee the maximum availability of his SaaS services, which the provider also assures him in accordance with his terms of use. The manufacturer assumes no responsibility for non-compliance with the service level commitments of the provider.
  7. Any demo systems, preview systems etc. that are not explicitly intended for productive use by the user are not counted as "productive system". Such systems are voluntarily provided by the manufacturer for testing purposes. A certain functionality or availability is therefore not promised.
  8. The manufacturer is only liable for restrictions or impairments of the SaaS service if he himself caused them through gross negligence.
  9. The user can conclude a separate service level agreement with the manufacturer, which supplements the above provisions. Any such agreement must be made in writing.

WARRANTY

  1. The user must immediately notify occurring incidences, faults or damage to the subject of the contract in writing.
  2. Defects in the subject matter of the contract will be remedied by the manufacturer within a reasonable time after notification of the defect by the user
  3. Failure or impairment of the use of the subject of the contract, which are due to the improper operation or treatment for which the customer is responsible, or other defects which have arisen due to non-contractual use for which the customer is responsible do not entitle the customer to reduce the price.
  4. The rights of the user due to defects are excluded if the user makes or makes changes to the subject of the contract without the consent of the manufacturer.

AVAILABILITY

The manufacturer endeavors to provide the product Testify 24 hours daily and 7 days per week. Temporary business interruptions due to maintenance work, system-intrinsic disturbances of the Internet with foreign Providern or with foreign network operators as well as in case of force majeure are however possible. The customer is therefore not entitled to continuous, uninterrupted access to the service at all times.

Unless otherwise agreed with the user, availability is deemed not to be impaired if

  1. Interruptions due to technically necessary maintenance of the system or adequate fuses are required.
  2. Interruptions caused by unavoidable causes, such as emergency measures in case of disruption of operations by third parties (eg hackers, viruses, etc), failures of the Internet or communication networks, power failures, storms, floods and similar events, unless Testify GmbH is not responsible.

OTHER AGREEMENTS

  1. Prices agreed in connection with this subscription are value-secured. The manufacturer adjusts the prices in January of each year by the respective inflation rate in the annual comparison. The selection of the appropriate index value (eg CPI, HICP, collective wage increases, etc.) is the responsibility of the manufacturer. The adjustment is automatic.
  2. Agreements under this contract take precedence over unilateral declarations by the manufacturer in price lists or other documents.
  3. Prices for services, support, hardware, etc. can be found in the applicable price lists.
  4. The user allows the manufacturer to write a superficial project description and agrees to appear as a customer reference incl. Any company logos on sales documents and the websites of the manufacturer.
  5. If the manufacturer transfers property rights or extensive distribution rights of the software Testify to a third party, the user agrees already now that all promises to the manufacturer also have to the new owner. The prerequisite for this is that the new owner assumes all rights and obligations under this agreement without any changes. The parties therefore agree that a new owner or sales partner will substitute the manufacturer completely. A change in the ownership of Testify does not trigger any extraordinary right of termination.
  6. All communications must be addressed in writing to the specified addresses. The transmission via e-mail is sufficient in each case the requirement of writing. The contracting parties are obliged to inform the other contracting party about address changes without delay. Otherwise, notifications to the address last notified in writing shall be deemed to have been validly served.
  7. For all disputes arising from this contract, the competent court in Linz / Upper Austria is agreed as the place of jurisdiction.

SALVATORY CLAUSEL

If a competent authority considers one or more provisions of these GTC to be void or ineffective, this shall not affect the binding nature of the remaining provisions. The void or ineffective provision will be replaced in this case by an economically most equivalent, legitimate provision. The same applies to any gaps.

DATE

These terms and conditions apply since the 03. May 2018.