Allgemeine Geschäftsbedingungen

EU TAXONOMY: AN EU REGULATION TOPROMOTE SUSTAINABILITY IN THE ENTIRE ECONOMY

• What is EU Taxonomy?

1. DEFINITIONS

“Confidential Information” means any information disclosed by a Party to the other Party, directly or indirectly, which could be in oral, written, graphic, machine-readable or any other tangible or intangible form, unless at the time of disclosure:

it was marked as “non-confidential” or “non-proprietary”;
it could have been reasonably understood as non-confidential by both Parties; or
it is known publicly or becomes known publicly after disclosure through no fault of the receiving Party.

“Customer” means a party that has purchased a License directly from VIRIDAD or through a Reseller.

“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679)and all other EU or national laws regulating the processing of personal data, as updated, amended, and superseded from time to time.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by VIRIDAD or its subcontractors.

“License” means a Customer’s right to use the SaaS Services directly and through its Users as defined in “Restricted License Granted”.

“Party” or “Parties” means the Customer, the User and VIRIDAD individually or collectively.

“Reseller” or “Distributor” means a company permitted to sublicense the SaaS Services to Customers under the TCs.

“Software” means the object code version of any software which the Customer and its Users are allowed to use as part of the SaaS Services, including any updates or new versions.

“SaaS Services” means the via the website https://platform.viridad.eu accessible service "VIRIDAD Your EU Taxonomy Platform” using the Software and provided by VIRIDAD and/or its subcontractors.

“Support Services” means consulting, configuration and software adaptation services which are provided to ensure or facilitate the establishment, implementation, and application of the Software to promote the usage of the SaaS Services.

“TCs” or “Agreement” are the Terms and Conditions set out in the underlying document. They shall be agreed upon by User, Customer and VIRIDAD.

“Test Account” is the provision of a restricted License as defined in “Terms for Test Accounts”.

“User” means a person that is authorized by the Customer to use the SaaS Services under a specified schedule and has been supplied user identifications and passwords by Customer or on Customer’s behalf. Any obligations of the Customer under these TCs shall also apply to its Users and vice-versa.

“VIRIDAD” means VIRIDAD GmbH, a company registered at Handelsgericht Wien (Vienna Commercial Court) with company registration number FN 571387 a.

2. RESTRICTED LICENSE GRANTED

VIRIDAD hereby grants to Customer, including the agreed upon number of Users, afee-based, non-exclusive and non-transferable right to access and use the SaaS Services solely for the internal business operations of the Customer in accordance with the TCs and for the term of this Agreement.
The SaaS Services must not (i) be used beyond the use permitted under these TCs,(ii) be used by or made accessible to Users which have not previously been specified by the Customer and for which no valid license exists.
The SaaS Services may only be used by the officers, employees, agents and subcontractors of the Customer. The use is strictly prohibited for those that operate in VIRIDAD’s business field or provide competing software or SaaS Services.
The Customer or its Users shall not, and shall not permit anyone to:

copy, republish or redistribute any content or material of the SaaS Services or Software;
make the SaaS Services available to any person other than authorized Users;
use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties;
reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law;
access the SaaS Services or use its documentation to build a similar or competitive product;
use the SaaS Services in any way that causes, or may cause (i) damage to the SaaS Services or Software or (ii) impairment of the availability or accessibility of the SaaS Services;
conduct or request that any other person conduct any load testing or penetration testing on the SaaS Services without the prior written consent of VIRIDAD;
use the SaaS Services in any way that is unlawful, illegal, fraudulent, or harmful

3. TERM AND TERMINATION

This Agreement shall come into force and effect as soon as (i) the Customer orders the SaaS Services and confirms the TCs as part of a purchasing process, (ii) a User accesses the SaaS Services or (iii) upon registration of a Test Account.
This Agreement is entered into for an indefinite period and, if not otherwise agreed, may be terminated by either Party with two months’ prior written notice to the end of the subscription period as agreed on in the purchasing process
Each Party may terminate this Agreement in writing with immediate effect, if (i) the other Party fails to perform or otherwise materially breaches any of its obligations, covenants, or representations and (ii) the contractual condition is not restored within 20 days after the injured Party delivers written notice to the breaching party reasonably detailing the breach.
In the event of termination (i) all amounts under the Agreement become due and payable and (ii) the Customer shall cease all use of the SaaS Services upon the effective date of the termination. The Customer will have 14 days from the effective date of the termination to retrieve any of his data from the SaaS Services.

4. TERMS FOR TEST ACCOUNTS

The Test Account is a restricted License provided to a potential Customer free of charge, for a specific limited time period and upon the sole discretion of VIRIDAD. VIRIDAD can terminate the Test Account without prior notice at any time. Test Accounts are provided without any kind of guarantee, commitment, or liability and are automatically terminated at the latest after six months.
By registering for a Test Account, the potential Customer is relinquishing all rights to the data that are uploaded to the SaaS Services under the Test Account. Moreover, the potential Customer shall agree that VIRIDAD does not assume any liability for any kind of consequences from the use of the SaaS Services under a Test Account.

5. LICENSE FEE

The use of the SaaS Services requires a valid License. Fees for the License are regulated in the respective subscription model agreed upon between the Parties or Customer and a Reseller. Such fees shall never fall below the fees charged for the least expensive subscription model.
If entered into for a limited time period, the Customer’s subscription will renew automatically at the end of the subscription term for the same time period as the original subscription term unless Customer opted-out from automatic renewal or cancelled the subscription in accordance with the provisions of these TCs.
Updating of the Customer’s payment method, management of subscriptions and service level, or cancellation is possible by emailing to support@viridad.eu. The effective date of the change of service will be one month after the subscription month during which the update was communicated to and confirmed in writing by VIRIDAD.
The Customer’s data will be accessible and available inside the SaaS Services until the end of the last month of the subscription period.
All license fees are linked to the Austrian Consumer Price Index 2020 published by Statistik Austria GmbH (“CPI”). Changes of the CPI of 3% or more since the last price adjustment entitle any Party to adjust the prices in accordance with the CPI. The basis for the first price adjustment is the CPI figure published for the month and the year of the effective date of the License.
All payments are due and payable immediately and shall be paid without set-off and without any deductions of any kind.
All license fees are quoted net in Euro excluding statutory value added tax.

6. PASSWORDS, ACCESS AND NOTIFICATION

Customer and the User responsible for Customer’s User management shall either
- provide and assign a unique password, that fulfils the Customer’s own password policies, and usernames to each User for each license purchased; or
- sign-up via Single Sign-On which can be used depending on the selected subscription.
The SaaS Services enable Single Sign-On integration. By enabling Single Sign-On,Customer is authorizing its Users to access and use the SaaS Services directly from a third-party service. Such third-party service may not have the same authentication and security features as the SaaS Services. User assumes all risk and responsibility arising from the use of, and access to and from, the SaaS Services enabled through Single Sign-On and on third-party services.
Customer and User shall not share passwords and usernames with any other authorized or unauthorized users. User shall notify and hold harmless VIRIDAD in case of loss, theft or unauthorized use of any of User’s passwords, usernames or account number

7. CUSTOMER’S AND USERS’ RESPONSIBILITIES

Customer and User shall provide commercially reasonable information and assistance to VIRIDAD to enable the delivery of the SaaS Services. They acknowledge that VIRIDAD's ability to deliver the SaaS Services in the manner provided for in these Terms may depend upon the accuracy and timeliness of such information and assistance.
Customer and User shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data protection, international communications, and the transmission of technical or personal data. The Customer and the User acknowledge that VIRIDAD exercises no control over the content of the information and data transmitted by them through the SaaS Services. Therefore, they shall indemnify and hold harmless VIRIDAD against any damages or breaches of this provision
Customer and User shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. The Customer shall be solely responsible for the acts and omissions of its Users. VIRIDAD shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer or Users.
Customer shall grant to VIRIDAD a non-exclusive and non-transferrable license to copy, store, configure, perform, display, and transmit Customer’s content solely as necessary to provide the SaaS Services and support to the Customer and its Users.
The Customer is solely responsible for collecting, inputting, and updating as well as the correctness and adequacy of all content used with the SaaS Services, and for ensuring that this content does not:
- include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark, or other intellectual property right of any third party or VIRIDAD;
- contain anything that is obscene, defamatory, harassing, offensive or malicious; or
- contain anything that may be deemed illegal under the laws governing these TCs or applicable at the place of use of the SaaS Services.
Customer and User shall always maintain adequate virus protection on their systems

8. OWNERSHIP AND INTELLECTUAL PROPERTY

The Customer retains ownership and intellectual property rights in and to its content. VIRIDAD retains all ownership and rights (including but not limited to rights under intellectual property laws) to the SaaS Services, Software, documentation and anything developed and delivered under the TCs, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Customer and User agree to assign all right, title and interest they may have in the foregoing to VIRIDAD at no extra cost.
VIRIDAD is granted a right to store, process and use all data and content provided by the Customer and its Users, for other purposes than those in these TCs; this only in an anonymised form so that no confidential data or link to the Customer can possibly be made.
Third-party technology that may be appropriate or necessary for use with VIRIDAD’s Software or SaaS services is specified in the documentation or ordering document as applicable. The Customer's right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by VIRIDAD and not under these TCs. In case such a third-party technology is not offered as part of the services rendered in these TCs, the Customer and VIRIDAD shall seek agreement on the use and necessary licenses.
The Customer agrees that VIRIDAD may use Customer’s name, trademark, or logo on its website, if they are factually related to the use of the SaaS Services and prior written consent of the Customer by email.

9. SUPPORT SERVICES, SERVICE LEVEL AND MAINTENANCE

For the term of this Agreement VIRIDAD will provide the Customer with telephone or electronic support during normal business hours, therefore 08:30 to 16:30 MESZ on any weekday other than a bank or public holiday in Austria, up to the amount agreed upon by the Parties.
VIRIDAD endeavours to keep the SaaS Services available at all times. However,100% SaaS Services availability cannot be guaranteed according to the currentstate-of-the-art. Interruptions in availability are also necessary to carry out maintenance services, updates or backups. Scheduled interruptions are, if feasible, carried out outside the support service times. Should interruptions become necessary during those times and are such interruptions likely to have a negative impact upon the SaaS Services, VIRIDAD shall inform the Customer of this, at the latest one working day beforehand.

10. CONFIDENTIALITY

The Parties agree to keep Confidential Information confidential during the term of this Agreement and until 1 year after termination of this Agreement. The Parties shall use Confidential Information exclusively to exercise their rights and perform their obligations under these Terms. Without limiting the foregoing, each Party shall therefore use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own Confidential Information.
Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information.

11. DATA PROTECTION

In handling personal data, VIRIDAD shall comply with the applicable provisions relating to data protection, that is the EU General Data Protection Regulation and the Austrian Protection of Personal Data Act (DSG).
Customer shall only transfer personal data to VIRIDAD and the SaaS Services, if the transfer and processing of this data is permissible in accordance with the applicable data protection laws. Customer shall obtain any necessary consent before processing or transferring any personal data.

12. WARRANTY

With respect to the subject matter of this Agreement, VIRIDAD solely and exclusively represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards in the operation of such a complex Software and service and that the SaaS Services will perform substantially in accordance with the documentation. Above this VIRIDAD does not give any warranties or representations.
For any warranty, the Customer must give written notice of any defects, along with a detailed description and adequate documentation, the latest within one week after their discovery.
Neither VIRIDAD nor any of its subcontractors warrant or guarantee that the SaaS Services will be performed virus-free, error-free or uninterrupted, or that VIRIDAD will correct all SaaS Services errors. Brief and minor interruptions of the SaaS Services, or errors that occur despite diligent, state-of-the-art operations do not constitute a defect, even if VIRIDAD’s access provider, who is not deemed VIRIDAD’s assistant, were to blame. VIRIDAD shall also not be liable for unauthorized alteration, theft or destruction of Customer's or any User's data, files, or programs.
The Customer acknowledges the above mentioned and that VIRIDAD does not control the transfer of data over communications facilities, including the internet, and that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. The Customer also acknowledges that complex software is never completely free from defects, errors, bugs, and security vulnerabilities.
The Customer acknowledges that VIRIDAD does not provide any legal, financial, technical, accountancy or taxation advice under these TCs or in relation to the SaaS Services, and VIRIDAD does not warrant or represent that the SaaS Services or the use of the SaaS Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

13. INDEMNIFICATION

VIRIDAD shall indemnify the Customer against all reasonable losses and expenses arising out of any proceeding brought by a third party and arising out of a valid claim that the SaaS Services infringe the third party's intellectual property rights
Before bringing a claim for indemnification, the Customer shall notify VIRIDAD of the indemnifiable proceeding and deliver to VIRIDAD all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding. If the Customer fails to comply with this provision, VIRIDAD will be relieved of its indemnification obligations.
Customers' right to indemnification is the exclusive remedy available concerning a claim of indemnification.

14. LIMITATION ON LIABILITIES

VIRIDAD shall not be liable for:
- breach-of-contract damages suffered by the other Party that are remote, speculative or that could not have reasonably been foreseen when entering in this Agreement;
- indirect or consequential damage;
- mere financial loss;
- loss of prospective profit and anticipated savings;
- any success the Customer aims to achieve by using the SaaS Services; or
- in case of a Force Majeure Event.
VIRIDAD’s liability under these TCs shall not exceed the fees paid by the Customer under these TCs in the last twelve months prior to the claim.
VIRIDAD shall be liable for damages only in the event of gross negligence or wilful misconduct. Any liability for slight negligence is excluded. The Customer shall bear the burden of proof

15. CHANGES TO THE TERMS

VIRIDAD is entitled to amend these TCs at any time at its discretion; such amendments to the TCs shall only become applicable to the Customer and User after the Customer or User have agreed to the amendments by clicking on the consent text when entering the SaaS Services.

16. MISCELLANEOUS, GOVERNING LAW AND JURISDICTION

Finding one or more provisions of these TCs to be ineffective or invalid will not invalidate or render ineffective its remaining provisions. Any invalid or ineffective provision will be replaced by an effective, valid one that comes closest to the purpose emphasized in these TCs.
Any general terms of business of the Customer or User shall not apply between the Parties unless VIRIDAD expressly consented to them in writing.
VIRIDAD shall provide SaaS Services exclusively business to business and not business to consumer. Customer hereby declares that it is not a consumer.
These Terms shall be interpreted, governed and enforced exclusively in accordance with the laws of the State of Austria with exclusion of its conflict of law rules. The competent court for 1010 Vienna, Austria, shall have exclusive jurisdiction for all disputes arising from or connected with these Terms.