Terms and Conditions

§ 2 Contract Formation and Subject Matter

(1) Offers by the Provider are non-binding and subject to change. A contract is formed only upon written order confirmation by the Provider or upon commencement of service delivery.

(2) The subject matter of the contract is the provision of BudiSync software for use via the internet (Software-as-a-Service, SaaS) and, optionally, the provision of consulting, setup and training services.

(3) The precise scope of services is set out in the relevant service description in the offer or order form. Verbal ancillary agreements require written confirmation.

§ 3 Usage Rights and Intellectual Property

(1) The Provider grants the Client a non-exclusive, non-transferable right to use BudiSync software in the agreed scope for the duration of the contract.

(2) All copyright, trademark rights and other intellectual property rights in the software remain with the Provider. Passing on, sub-licensing or reselling the software is prohibited without the Provider's express written consent.

(3) Data and content contributed by the Client in the course of use remain the property of the Client. The Provider receives only the right to process such data as necessary for service delivery.

§ 4 Fees and Payment Terms

(1) Fees are based on the pricing model in effect at the time of contract formation or the individually agreed offer. All prices are net, excluding applicable VAT.

(2) SaaS services are invoiced monthly in advance and are due within 14 days of the invoice date without deduction. Project services and consulting are invoiced upon completion or according to an agreed payment schedule.

(3) In the event of late payment, the Provider is entitled to charge default interest at 9.2 percentage points above the base interest rate pursuant to § 456 UGB and a flat-rate default compensation of € 40 per reminder.

(4) Price adjustments will be communicated to the Client in writing with 30 days' notice. In the event of material price increases, the Client has the right to terminate the contract with extraordinary notice effective from the date the change takes effect.

§ 5 Contract Term and Termination

(1) SaaS contracts are concluded for an indefinite period and may be terminated by either party with 30 days' notice to the end of a calendar month, unless a different minimum term has been agreed in the individual contract.

(2) Termination must be made in writing (letter or email to office@budisync.com). Termination by telephone is not effective.

(3) The right to terminate for good cause remains unaffected. Good cause exists for the Provider in particular if the Client is in arrears with payments despite a reminder and grace period, or materially breaches these GTC.

(4) Upon termination of the contract, the Provider will make a complete data export file available to the Client upon request in a common format (CSV, JSON). The export is available for 30 days after contract expiry.

§ 6 Data Protection and Data Security

(1) The Provider processes personal data exclusively on the basis of applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG).

(2) Where the Client processes personal data of third parties (e.g. member or patient data) within BudiSync, a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR will be concluded.

(3) All data is stored on servers within the European Union. Transfer to third countries does not take place without the Client's express consent.

(4) For further details on data processing, please refer to the Provider's Privacy Policy.

§ 7 Limitation of Liability

(1) The Provider is liable without limitation only for damages caused by gross negligence or wilful misconduct. For slight negligence, the Provider is liable only for breach of material contractual obligations (cardinal obligations), with liability limited in amount to foreseeable, contract-typical damages at the time of contract formation.

(2) The Provider's total liability to the Client is capped per loss event at three times the net monthly fee actually paid by the Client in the preceding month.

(3) The Provider assumes no liability for indirect damages, consequential damages, loss of profit or data loss, unless these are caused by gross negligence or wilful misconduct.

(4) The Provider does not warrant the accuracy or completeness of content and recommendations generated by AI features. The Client is responsible for reviewing and using such content.

§ 8 Final Provisions

(1) Austrian law applies exclusively to these GTC and all legal disputes arising from the contractual relationship, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods.

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Vienna, Austria, provided the Client is a merchant or does not have a general place of jurisdiction in Austria.

(3) Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

(4) Amendments and supplements to these GTC must be made in text form. This also applies to the waiver of the text form requirement itself.

(5) The Provider is entitled to amend these GTC with at least 30 days' prior notice. The amended GTC shall be deemed approved if the Client does not object in writing within the notice period. The right to object will be expressly highlighted in the notice.