General Terms and Conditions - TravelMobile

1. General and Scope of Application

These Terms of Use form the basis of the contracts concluded between TouristMobile GmbH, Grabenweg 68, 6020 Innsbruck - Austria, hereinafter referred to as "TouristMobile", and its customers, hereinafter referred to as "Customer", concerning the licensing of the "TravelMobile" application. The version valid at the time the contract is concluded shall apply. Any conflicting General Terms and Conditions of the Customer are invalid, unless they are expressly acknowledged in writing by TouristMobile.

2. Definitions

a) „TravelMobile“: TouristMobile develops the high-quality application in accordance with the state of the art, including all functions that are necessary, customary, or useful for such an application. TouristMobile provides the software application on an ongoing basis and operates the necessary infrastructure. "TravelMobile" is available as an App Store solution for the broadest possible target audience. The user can download the app from the respective App Store free of charge and register. With the exception of the functionalities agreed upon in Appendix 1, TouristMobile is entitled to withdraw individual services and/or content or to make changes/optimizations to its service offerings on its own software platform, provided that this does not fall below the state of the art or the necessary or customary usability. TouristMobile will inform the Customer of this at least one month before the change is implemented. The operation of the "TravelMobile" application will be carried out by TouristMobile in accordance with the standard SLA (Service Level Agreement) – see Appendix 1. The "TravelMobile" application is compatible with the mobile phone models and software environments of the last three generations of iOS and Android operating systems, including the most current version of each.

b) Customer: A "Customer" is any contracting party designated as such in the individual agreement.

c) Right of Use: In the course of the license agreement, the Customer is granted the non-exclusive, non-transferable, non-sublicensable right, limited to the term of the contract, to use the "TravelMobile" software product in its unaltered form.

d) Trips: "Trips" are defined as journeys recorded and imported into the system.

3. Remuneration and Payment Terms

The monthly flat fee for granting the user license for "TravelMobile" is determined by the respective individual agreement. The flat fee includes hosting and operation in accordance with the standard SLA. Also included in the monthly flat fee are maintenance, as well as services within the scope of 1st and 2nd level support. Invoicing by TouristMobile takes place at the beginning of each month for the services rendered in the preceding calendar month (billing period). All invoices are due for payment without deduction no later than 30 days after the date of invoicing. All prices are exclusive of the respectively applicable statutory value-added tax (VAT), where applicable. Services provided by TouristMobile that are used by the Customer beyond the agreed scope of services will be remunerated based on actual personnel and material costs at the currently valid rates of TouristMobile.

The Customer is obligated to provide a valid email address for the receipt of invoices. Unless expressly agreed otherwise, all invoices will be sent electronically to the email address provided by the Customer. The Customer must ensure that the provided email address is active and reachable. Failure to receive an invoice due to an incorrect or outdated email address does not release the Customer from their payment obligation.

If additional modules are activated during the contract term, these additional services will be billed in the same cycle as the regularly contracted services. The costs for the added modules are based on the pricing conditions valid at the time of activation and will be invoiced in accordance with the contractual agreements.

4. Maintenance and Support

The Customer is responsible for 1st-level support during its regular business hours. This includes handling customer inquiries regarding the general functionality and availability of the "TravelMobile" application on specific end devices. If a request cannot be answered by the Customer, the relevant question or error description must be forwarded to TouristMobile's 2nd-level support. Within the scope of 2nd-level support, TouristMobile is obligated to process customer complaints and perform bug fixes. Furthermore, TouristMobile handles 1st-level support for inquiries initiated directly by users from within the "TravelMobile" app.

For technical support in connection with the application, the Service Level Agreement (SLA) agreed upon between the parties shall additionally apply.

5. Contract Termination and Amendment

Upon termination of the contractual relationship, both contracting parties are obligated to immediately return all data, documents, and confidential information of the other party – both in electronic and in written form – including all copies. In particular, TouristMobile is obligated to return all user data of the Customer's service users to the Customer.

Amendments and supplements to this agreement, including its appendices, must be made in writing to be effective.

6. Ordinary and Extraordinary Termination

Termination of this agreement must be in writing to be legally effective. Each party is entitled to terminate this agreement with a notice period of three (3) months to the end of the agreed contract term.

If no written termination is given by either party at least three (3) months before the end of the contract term, the agreement shall automatically renew for a further twelve (12) months under the same conditions. The minimum term of the agreement is twelve (12) months.

Each party reserves the right to terminate the contractual relationship for cause (extraordinary termination), provided that the continuation of the contractual relationship is unreasonable for the terminating party. Cause for termination exists in particular if:

• a party commits a material breach of essential contractual obligations,

• the Customer fails to make payments that are due, despite a written reminder and the setting of a deadline,

• a party ceases its business operations, files for insolvency, or if insolvency proceedings are dismissed due to insufficient assets or are opened,

• TouristMobile determines that the Customer is using the application improperly or is in breach of the license conditions, in particular through unauthorized sublicensing or modification of the software.

In the event of an extraordinary termination, the reason for termination must be stated in writing. The termination becomes effective upon receipt, unless a later date is specified. All rights granted under this agreement, in particular the right to use the "TravelMobile" application, shall expire with immediate effect. Services already rendered but not yet paid for must be remunerated in full. Both parties are obligated to either return or delete all confidential data and documents received within the scope of the agreement.

7. Confidentiality and Intellectual Property

Both contracting parties undertake to treat all confidential information, which they receive from the other party within the scope of this agreement, as confidential. Information shall be considered confidential if it is expressly designated as such or if its confidential nature is evident from its content in good faith. Disclosure of confidential information for the purpose of fulfilling the contract requires the prior express written consent of the other party. The confidentiality obligation shall continue to apply for a period of three (3) years after the termination of the agreement. Statutory disclosure obligations (e.g., to authorities or courts) shall remain unaffected.

The intellectual property in the "TravelMobile" application shall remain exclusively with TouristMobile. Suggestions for improvement submitted by the Customer that are successfully implemented by TouristMobile shall become the sole intellectual property of TouristMobile. The Customer waives any and all rights or claims arising solely from their contribution.

8. Liability and Warranty

TouristMobile warrants that, upon conclusion of the contract, the "TravelMobile" application conforms to the specifications agreed upon in the individual agreement, provided that the software is installed and used in accordance with the applicable installation requirements and operating conditions. In all other respects, the warranty is governed by the statutory provisions.

The parties shall be liable to each other without limitation:

a) in cases of intent or gross negligence on the part of the party, its legal representatives, or vicarious agents,

b) for the breach of essential contractual obligations (cardinal duties), the fulfillment of which is essential for the proper execution of the agreement and on the observance of which the other party may regularly rely.

Liability for consequential damages – such as lost profits, business interruption, loss of data, or claims by third parties – is expressly excluded. Claims for damages are subject to the statutory statutes of limitation and become time-barred no later than one (1) year after gaining knowledge of the damage and the party that caused it.

Liability for damages caused by force majeure is excluded. Force majeure is defined as any unforeseeable, unavoidable event beyond the control of the parties, which wholly or partially prevents or makes the fulfillment of the contract unreasonably difficult. This includes, in particular, natural disasters, pandemics, strikes, wars, terrorist attacks, failures of public infrastructure (e.g., power or internet outages), or governmental orders.

9. Data Protection

TouristMobile warrants that the "TravelMobile" application, including the processing and storage of content and user data within TouristMobile's area of responsibility, complies with all applicable legal regulations (in particular the GDPR) and does not infringe upon the rights of third parties.

TouristMobile processes personal data on behalf of the Customer in accordance with Art. 28 GDPR. Furthermore, TouristMobile undertakes to use all personal data collected, processed, or used within the scope of this contractual relationship exclusively within the framework of the Data Processing Agreement concluded between the Customer and TouristMobile. Data processing and use shall take place exclusively within the territory of the Republic of Austria.

10. Final Provisions, Place of Jurisdiction, and Apllicable Law

Individual agreements concluded on the basis of these General Terms and Conditions shall be subject to the law of the Republic of Austria. The parties undertake to first seek an amicable solution through negotiations in good faith in the event of any disputes, disagreements, or claims arising from or in connection with this agreement.

If no agreement can be reached within 30 days of a written request, the parties undertake to first conduct arbitration proceedings before taking legal action. If the arbitration also fails, the parties agree to the exclusive jurisdiction of the Regional Court of Innsbruck, Austria, for all legal disputes arising from this agreement.

Should a provision of this agreement or the GTC be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid or unenforceable provision, a legally valid provision shall be deemed agreed that comes as close as possible to the economic purpose of the original provision.

The same shall apply in the event of any loopholes or missing provisions in the agreement or in the GTC, including its appendices (see individual contract appendix), that require supplementation.