General terms & conditions
Version: 05.02.2025
Thank you for choosing Jentis GmbH (‘JENTIS’). These General Terms and Conditions (‘T&C’) outline the business relationship between you, our Customer, and JENTIS.Hereinafter we will refer to you as the ‘Customer’. Please read the T&C carefully, as they set the terms of the contract between the Customer and JENTIS.
By accepting these T&C, Customer agrees to be legally bound by them. It is Customer’s sole responsibility to ensure that the T&C are accepted by a person authorised to legally bind the Customer. Once accepted, these T&C will become binding and enforceable.
1. Subject Matter and Scope of the T&C
1.1 JENTIS develops software solutions for website tracking. The name JENTIS is also registered as a trademark. JENTIS provides Business to Business Software as a Service (‘JENTIS SaaS’ ). JENTIS SaaS is not intended for consumers in the meaning of Article 1.1(2) of the Austrian Consumer Protection Act (KSchG).
1.2 These T&C, as amended from time to time, apply to all current and future business relationships in connection with the use of the JENTIS SaaS by the Customer.
1.3 The Customer receives a written offer (the “Offer”) from JENTIS along with an order form (the “Order Form”) detailing the type, scope, and costs of providing the JENTIS SaaS, as well as, if applicable, the provision of additional services (the “Additional Services,” collectively referred to with the provision of the JENTIS SaaS as the “Contractual Services”), and the agreement for the processing of personal data (“DPA,” collectively with the Offer and the Order Form, the “Contract”). JENTIS is only bound to the Offer during the period specified in the Offer (the “Commitment Period”).
1.4 During the Commitment Period, the Contract is deemed to be validly concluded if the Customer accepts these General Terms and Conditions (T&C) by electronically or manually signing the Order Form or another document referencing the terms of this Contract (e.g., an Offer).
Electronic signature is any data in electronic form attached to or logically associated with these T&C and used by the signatory to sign. The Parties agree that electronic signatures have the equivalent legal effect of a handwritten signature for the purposes of validity and admissibility.
1.5 After the expiration of the Commitment Period, the Offer is to be considered non-binding. In such a case, the Contract is only concluded upon written confirmation of the Order by JENTIS or, if such confirmation is not provided, with the commencement of the execution of the Contractual Services described in the Offer or Order Form. JENTIS may also issue a new Offer, for which the provisions of section 1.4 shall apply accordingly.
1.6 These Terms and Conditions (T&C), together with the Offer, the Order Form, and the DPA, constitute the sole legal basis for the business relationship between the Customer and JENTIS, unless explicitly agreed otherwise. This Contract supersedes all previous agreements and arrangements concerning the use of the JENTIS SaaS by the Customer.
1.7 The Customer’s terms and conditions (“Customer T&C”) are explicitly excluded.
1.8 JENTIS reserves the right to amend these T&C at any time in accordance with the procedure described in section 14.1.
2. Scope of Services, Rights to Use the Software
2.1 The Customer is granted a non-exclusive, non-transferable right to use the JENTIS SaaS for the duration of the Contract, within the scope specified in the Order Form.
2.2 JENTIS SaaS operates exclusively on the JENTIS servers or on the servers of a contracted third party. No additional rights to the software or access to its source code are granted to the Customer.
2.3. JENTIS grants the Customer access to the JENTIS SaaS, the computing, storage and data processing capacity required to operate the software. JENTIS is not responsible for establishing or maintaining the data connection between the Customer’s information technology systems and server hosting JENTIS SaaS (the ‘Handover Point’).
2.4 The Customer is entitled to change the technical infrastructure for using JENTIS SaaS at its discretion, as long as there is no impairment of the right to use JENTIS SaaS, nor legal implications to be expected in relation to compliance with data protection legislation affecting the use of JENTIS SaaS.
2.5 Upon purchase of the right to use the JENTIS SaaS pursuant to 2.1 above, the Customer accepts the usage volumes (e.g. session allowance) indicated in the Order Form. Given that the usage volume is defined by session allowance, a session is considered to be continuous active use of a website or app by a user. If a user is inactive for 30 minutes, each subsequent activity is counted as a new session by default.
2.6. The Customer may exceed the session allowance by up to 15% on average per quarter at no additional cost, as long as the actual total number of sessions does not exceed the session allowance limits indicated in the Order Form. The excess sessions will be charged on a prorated basis, calculated from the price specified in the Order Form, if either of the following conditions is met:
- The actual total number of sessions exceeds the session allowance by more than 15% on average within a quarter;
- The actual total number of sessions exceeds the session allowance on an annual basis.
If either of the above conditions is met, JENTIS reserves the right to increase the remuneration for the remaining term of the Contract on a prorated basis, reflecting the increased usage.
2.7 Additional services, not included in the scope specified in the Contract, may be provided by JENTIS based on a separate Order Form, at the applicable rates. .
2.8 Additional services include, in particular:
- optional service packages (e.g. additional usage volumes, special features, service level agreement);
- services provided by JENTIS outside of the usual business hours (Monday to Friday from 8:00 to 17:00 CET);
- the analysis and elimination of errors caused by improper handling or operation by the Customer or other circumstances for which neither the Customer nor JENTIS are responsible for.
Likewise, training of Customer’s personnel is not included in the scope of services and, unless otherwise agreed, requires a separate order.
2.9 If JENTIS, at the Customer’s request, facilitates services provided by third parties, any contracts for such facilitated services apply solely to the relationship between the Customer and the third party. JENTIS is only responsible for the services it directly provides to the Customer and is not liable for third-party services or their terms.
2.10 The right to use JENTIS SaaS shall not be made available to third parties unless the Customer obtained a written consent from JENTIS. Subject to a separate agreement between the Customer and JENTIS, the right to use JENTIS SaaS may be made available to subsidiaries and affiliated companies of the Customer.
3. Availability of the Software, Service or Software Defects
3.1 The current software availability is 99.8%, whereby interruptions due to force majeure, maintenance work, updates, upgrades, and modifications are excluded from the calculation of availability. Customer support is accessible via the JENTIS Helpdesk and is available Monday to Friday (working days) between 8:00 AM and 5:00 PM. JENTIS will respond to inquiries submitted via the JENTIS Helpdesk as quickly as possible and within reasonable time.
3.2 If JENTIS does not provide the agreed Contractual Services on the scheduled dates or as per the scope specified in the Contract, or if the Contractual Services contain significant errors or other substantial deviations from the agreed terms (‘significant errors’), JENTIS shall promptly address and resolve such errors. Upon receiving written notice from the Customer detailing the issues, JENTIS must take necessary remedial actions to correct the errors and resume providing the Contractual Services as agreed within a reasonable period of time.
3.3 The Customer shall support JENTIS in troubleshooting and provide all necessary information to remedy such deviations from the expected service and errors. The Customer shall report any significant errors to JENTIS immediately in writing, via the JENTIS Helpdesk. The Customer is also obliged to disclose to JENTIS, within a reasonable period of time, all documents and information as necessary evidence to be enclosed with the detailed report describing the significant errors in order to enable the most efficient troubleshooting possible.
3.4 If the error was caused by a Customer or by a third party, whose software components are used by the Customer in combination with JENTIS SaaS, JENTIS is under no obligation to remedy such error free of charge. The Customer must place a separate order with JENTIS and request to remedy such deviation of service or an error at Customer’s expense.
3.5 The Parties acknowledge that restrictions or impairments of the right to use the JENTIS SaaS which are beyond JENTIS’ control may arise. This includes, in particular, actions of third parties not acting on behalf of JENTIS, technical conditions of the Internet beyond JENTIS’ control, and force majeure. Insofar as such circumstances have an influence on the availability or functionality of the Contractual Services provided by JENTIS, this shall have no effect on the contractual conformity of the services provided.
3.6 Insofar and as long as obligations cannot be fulfilled by JENTIS on time or properly due to a force majeure, performance shall be suspended as long as the force majeure is pending.
3.7 Unless otherwise agreed, a price reduction due to significant errors shall be excluded.
4. Obligations of the Customer to Cooperate
4.1 The Customer agrees to support all measures required for use of JENTIS SaaS, in particular as described in the provisions below.
4.2 The Customer continues to be responsible to governmental bodies and official authorities for compliance with all relevant legal provisions, in particular the obligation to protect data, retain data and maintain data accuracy.
4.3 It is the responsibility of the Customer to fulfill the system requirements, as well as at its own risk and expense to provide a working network connection, any other technology or equipment needed to use JENTIS SaaS.
4.4 The Customer shall provide, on the agreed dates and at its own expense, all information, data and documents required by JENTIS for the performance of the Contractual Services in the form requested by JENTIS and shall support JENTIS upon request in problem analysis and troubleshooting, coordination of processing orders and coordination of Contractual Services.
4.5 The Customer shall perform all obligations to cooperate as required in such a timely manner that JENTIS is not hindered in the provision of the Contractual Services. The Customer is obliged to ensure that the employees of its affiliated companies or third parties commissioned by it who are involved in the performance of the contract cooperate accordingly in relation to the performance of the Contract. The Customer shall ensure that its employees and third parties attributable to it treat intellectual property of and technologies implemented by JENTIS and any assets provided to the Customer with due care. The Customer shall be liable to JENTIS for any damage caused by its employees and third parties attributable to it.
4.6 The Customer owes an obligation to JENTIS not to process any content or data that is criminal or otherwise illegal in absolute terms or in relation to individual third parties, and not to use any programs containing viruses or other malware in connection with the JENTIS SaaS. The Customer is solely responsible for all content used and data processed via JENTIS SaaS as well as for fulfillment of any legal requirements in relation thereto.
4.7 If the Customer fails to fulfill its obligations to cooperate on the agreed dates or not to the extent provided for in the Contract, the Contractual Services provided by JENTIS shall nevertheless be deemed to have been performed in accordance with the Contract despite any possible restrictions. The delivery date of the Contractual Services by JENTIS will be adjusted to a reasonable extent. In this case, the Customer shall compensate JENTIS separately for any additional work, expenses and / or costs incurred by JENTIS as the result of such delay. This provision does not apply to delays or extra work caused by JENTIS and / or its employees.
4.8 The Customer grants JENTIS the right to publicly name as a Reference Customer those companies or groups of companies of the Customer in which the JENTIS SaaS or parts thereof are used. Company and brand names, the current logo, the start of the business relationship and the fact that JENTIS SaaS are used by this company may be used on JENTIS website as well as in the social media channels for the entire duration of the Contract. The Customer confirms that all necessary internal and external approvals to make this right effective were obtained. If specific approvals are needed, the Customer agrees to inform JENTIS in advance and to take all steps necessary to secure these approvals. JENTIS shall not be held liable for any claims of or damages incurred by third parties as a result of using the company brand name and its logo for public reference.
5. Data Processing
5.1 With respect to data, including personal data, processed by the Customer in the course of using JENTIS SaaS, JENTIS is a technical service provider. As a technical service provider, JENTIS stores the content and data entered by the Customer into JENTIS SaaS on behalf of the Customer in order to make this content and data available for retrieval by the Customer when using JENTIS SaaS.
5.2 All collected data and those data that are newly created from processing activities remain the property of the Customer, regardless of the storage location. Such data can be exported and erased at any time upon Customer’s request made in writing.
5.3 The Customer is the responsible party for the processing of personal data when using the JENTIS SaaS. The Customer is obliged to ensure that the processing of personal data through the use of the JENTIS SaaS is based on the appropriate permissions and consents, as well as is done in compliance with all applicable legislative requirements.
6. Copyright
6.1 The copyright to the JENTIS SaaS, the printed material and all copies of the software is owned by JENTIS.The JENTIS SaaS may not be used or modified beyond the usage rights granted in the contract without written consent from JENTIS. In particular, the Customer is prohibited from decompiling, reverse-engineering, attempting to obtain the source code (source code and/or object code) of the JENTIS SaaS, editing, modifying, creating derivative works from the JENTIS Software, or using such derivative works commercially.
6.2 All documents provided to the Customer by JENTIS, in particular the documentation for software products and cloud services, may not be reproduced or distributed in any way, whether for a fee or free of charge.
7. Discount codes, Promotional Vouchers, Partner Benefits
7.1 From time to time promotional vouchers, discount codes or partner benefits applicable to JENTIS products may become available as part of promotional campaigns by JENTIS and/ or its partners.
7.2 Discount codes and promotional vouchers are only redeemable during the specified period and only once as part of an order transaction. Please note that discount codes or promotional vouchers may be subject to a minimum order value.
7.3 Partner benefits may be made available by a third party not affiliated with JENTIS as a result of a marketing or promotional campaign or a partnership. JENTIS is not liable for specific terms of a partner benefit applicable to JENTIS products and offered by a third party nor is it liable for actual availability for such benefits offered by such third parties.
7.4 The value of the order must be at least equal to the value of a discount code or promotional voucher. A difference to a higher value of the order can be compensated with the offered payment options. The value of a discount code or promotional voucher is neither paid out in cash nor does it earn interest. The value of a used discount code or promotional voucher will not be refunded if the Contract is terminated.
7.5 JENTIS discount codes or promotional vouchers can only be redeemed before the order process is completed. Subsequent crediting is not possible. Discount codes or promotional vouchers cannot be transferred to third parties. Multiple promotional vouchers and discounts codes cannot be combined.
8. Remuneration
8.1 The remuneration to be paid by the Customer, invoicing and payment conditions result from the terms of Contract and are indicated in the Order Form.
8.2 Amounts paid for Contractual Services that were not used by the Customer cannot be refunded.
8.3 All obligations of the Customer arising from the business relationship, such as legal transaction fees or withholding taxes, shall be borne by the Customer, insofar as the Customer is a debtor within the meaning of the law. Should JENTIS be held liable for such obligations, the Customer shall indemnify and hold JENTIS harmless.
8.4 JENTIS reserves the right to an annual price adjustment in relation to the remuneration for the Contractual Services under the Contract. The consumer price index 2020 (base year 2020) published monthly by Statistics Austria or an index replacing it shall serve as a benchmark for calculating the price adjustment. The index value calculated for the time of the conclusion of the Contract shall serve as the reference figure for this Contract.
8.5 Failure to meet payment obligations will result in the suspension of the Customer’s right to use JENTIS SaaS until payment has been made. In the event of delayed payment, the statutory interest in the amount of 9.2% above the base interest rate pursuant § 456 of the Austrian Business Code (UGB) shall be deemed to have been agreed. Delay in payment shall not lead to termination of the Contract.
9. Warranty
9.1 JENTIS provides warranties within the statutory framework as provided by Austrian law with the deviations agreed upon in these Terms and Conditions.
9.2 If JENTIS breaches the warranty as specifically described in the following points: (1) JENTIS shall, at its own expense, modify the Contractual Services so that they function substantially in accordance with the Contract; or (2) if it is not possible to modify the Contractual Services to remedy the warranty breach within a reasonable time, JENTIS shall refund the Customer any already paid compensation for Contractual Services not provided.
9.3 The warranties provided shall not apply if Customer fails to notify JENTIS in writing within thirty (30) days of discovery of any warranty breach.
10. Contract Duration and Termination of the Contract
10.1 Unless otherwise agreed by the Parties, the term of the Contract begins on the date of conclusion of the Contract and will remain in effect for the period of time specified in the Order Form (“Regular Term”).
10.2Upon the expiration of the Regular Term, the Contract will automatically renew for successive periods of twelve (12) months each (“Renewal Term”) unless either Party provides written notice to the other Party at least thirty (30) days prior to the end of the then-current term, indicating its intention not to renew the Contract. The non-renewal notice does not require explanation of the reasons, must be electronically or manually signed by an authorised person and sent to office@jentis.com.
10.3. The terms of Contract shall remain unchanged for the first twelve (12) months of the Regular Term, unless these T&Cs are amended in accordance with Section 1.6.. After this period, JENTIS reserves the right to update and modify the terms under the Contract.
10.4. Each contracting Party shall be entitled to terminate the Contract unilaterally before the agreed expiration (extraordinary termination) for a good cause as defined by the Austrian Supreme Court, including (but not limited to) cases where it becomes permanently impossible to provide the Contractual Services .
10.5.If the Contract is terminated by the Customer for a good cause, excluding JENTIS’ breach of warranty, JENTIS shall refund the payment for the Contractual Services not used by the Customer deducting those expenses that are to be incurred by JENTIS from the date of such termination and up to the date on which the Contract would have ended at the earliest.
10.6. If the Customer is initiating a termination of the Contract outside the termination notice period stipulated in these T&Cs , without a good cause, the Customer shall pay the remuneration agreed under the Contract in full.
10.7. Extraordinary termination for a good cause comes into effect only when made in writing in the form of a signed declaration of termination. The declaration of termination can be sent by e-mail or by a registered letter.
11. Liability and Compensation for Damages
11.1 JENTIS is liable for damages to the Customer that (1) were caused intentionally or through gross negligence by JENTIS, or (2) are based on a culpable breach of material contractual obligations on the part of JENTIS.
11.2 Material contractual obligations are those contractual obligations the fulfillment of which is essential for the proper performance of the Contract and the observance of which the contractual Parties may regularly rely on, and the violation of which on the other hand jeopardises the achievement of the purpose of the Contract.
11.3 In all other respects, JENTIS’ liability for damages – on whatever legal grounds – is excluded.
11.4 JENTIS is not responsible for the Customer’s non-compliance with or violation of data protection laws. JENTIS is responsible for compliance with applicable data protection laws within its own sphere of responsibility. The Customer is obligated to use the JENTIS SaaS exclusively in accordance with applicable laws. Any liability of JENTIS for unlawful use of the JENTIS SaaS by the Customer is expressly excluded. The Customer is solely responsible for reviewing and ensuring the legality of their use of the JENTIS SaaS. Documents, work materials and/or consultations provided by JENTIS within the scope of the business relationship with the Customer shall under no circumstances be construed as legal advice.
11.5 JENTIS is not liable for any damage to the Customer resulting from the loss of data, provided that the damage could have been avoided by the Customer regularly and completely backing up all relevant data.
12. Non-Disclosure Agreement (NDA)
12.1 The Parties undertake to maintain strict confidentiality of all commercial, technical, and other data, documents and similar information in any form disclosed between the Parties in connection with the contractual relationship to the extent it could be of economic interest to third parties and is not already publicly known (“Confidential Information”). The Parties shall ensure that unauthorised third parties cannot obtain knowledge of Confidential Information.
12.2 The Parties shall not use, process, transfer, or reproduce Confidential Information for purposes outside of the contractual relationship without the express prior consent of the other Party.
12.3 The Parties shall treat as strictly confidential any personal data obtained during the contractual relationship, including personal data related to the other Party’s employees and affiliated individuals, unless there is a legal obligation for transferring this personal data. Each Party undertakes to notify the other Party immediately in the event of a disclosure required by law.
12.4 The Parties undertake to ensure that comprehensible internal instructions to employees or contractual obligations to third parties, who are considered subcontractors and not third parties in the sense of the Contract, shall be binding as the obligations under this NDA.
12.5 Immediately upon request of the Party disclosing Confidential Information, the other Party shall return or, at the discretion of the disclosing Party, destroy or delete all received Confidential Information, including any copies thereof.
13. Assignment of Rights and Obligations
13.1 The assignment of the Customer’s rights and obligations under this Contract to legal successors of the Customer is permitted at any time. The assignment of the Customer’s rights and obligations to third parties is only permitted, if specifically agreed in writing with JENTIS. .
13.3 Rights and obligations of JENTIS as well as the contractual relationship with the Customer are not affected by changes in the ownership of the company or the corporate form or structure of JENTIS.
14. Miscellaneous
14.1 JENTIS reserves the right to amend these T&C at any time and without stating reasons, in accordance with the following procedure. Changes to fees (with the exception of the regulation in section 8.4) or to the scope of Contractual Services are only permissible with the express consent of the Customer.
If the amendments to the T&C are intended to apply to the existing contractual relationship with the Customer, the amended T&C must be published at least 30 days before they take effect on the JENTIS website at www.jentis.com and by sending the text of the T&C to the last email address provided by the Customer. If the Customer does not object to the amendments in writing or by email to office@jentis.com within 30 days of receiving the aforementioned notification, the amendments shall be deemed accepted by the Customer.
In the event of a timely objection by the Customer, the contractual relationship between the Customer and JENTIS shall continue in accordance with the version of the T&C in effect prior to the announced amendment. If the continued operation of the software products based on the previous version of the T&C is no longer technically feasible or, for other reasons, no longer economically viable for JENTIS, JENTIS may terminate the contract extraordinarily in the event of the Customer’s objection.
14.2 All legal relations between the Customer and JENTIS shall be governed by Austrian law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.3 The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the Contract between JENTIS and the Customer, to the extent permitted by applicable law, shall be the responsible court in Vienna, Austria. The place of performance is Vienna.
14.4 Should individual provisions of this Contract be invalid in whole or in part, this shall not affect the validity of the remaining provisions and an invalid provision shall be replaced by a provision which comes as close as possible to the economic purpose of the invalid provision and which is effective.
14.5 Any amendments, supplements, collateral agreements or the partial or complete cancellation of the contract shall be made in writing. This shall also apply to a waiver of the written form.
Contact details
JENTIS GmbH
Schönbrunner street 231
A-1120 Vienna
Phone: +43 1 9974354 14
E-mail: office@jentis.com
Commercial Court Vienna, FN 529675i, VAT No.: ATU75406106
Website: www.jentis.com
Managing Director: Thomas Tauchner