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General Terms and Conditions of Business and Use

TABLE OF CONTENTS
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As of February 13, 2026

1. General Provisions

1.1. Optimuse GmbH, Lembergstraße 1, 1020 Vienna, Company Registration No. 539861 p (“Optimuse”) operates a Software as a Service (“SaaS”) solution that enables the time- and cost-efficient planning and implementation of sustainable and energy-efficient real estate projects (the “Platform”).

1.2. The Platform enables Optimuse’s customers (“Customers,” together with Optimuse: the “Parties”) in particular to:

  • the collection, digitization, structuring, and management of building data (e.g., building and as-built plans, schematics, energy performance certificates, technical documentation, and other property records) as well as their representation in a digital building model or digital twin;
  • the management of real estate properties, projects, and user roles within the customer’s organization; and
  • the selection, commissioning, and use of additional, optional services and solution modules (“Solutions”), such as the creation of energy performance certificates, energy analyses, simulations, and reports.

1.3. The platform is accessible via a web application available at https://platform.optimuse.com/ (“Web App”). Customers have the option to grant their employees, customers, and external service providers (“Users”) access to the platform and to define their access rights individually. “Building” refers to a constructed structure with a unique address. If no unique address is available (e.g., within a campus, site, or similar facility), building sections are used instead. A building section may be delineated or categorized, in particular, by fire compartments or building functions. Optimuse provides all services exclusively to customers who are business entities within the meaning of Section 1(1)(1) of the Consumer Protection Act. All services are provided on the basis of these General Terms and Conditions of Business and Use (“GTC”), which are available at any time at www.optimuse.com/de/terms, in the version valid at the time the contract is concluded. These GTC apply to all legal transactions between the parties, even if no separate reference is made to them at the time the contract is concluded.

1.4. General Terms and Conditions of customers that contain provisions deviating from these GTC or other contractual agreements between Optimuse and a customer shall apply only if Optimuse has expressly agreed to them in writing.

1.5. Optimuse reserves the right to amend these Terms and Conditions at any time and without providing reasons. Changes to fees or the scope of services are only possible with the customer’s express consent. If the amendments to the Terms and Conditions are to apply to existing contractual relationships as well, the amended Terms and Conditions must be published on Optimuse’s website at www.optimuse.com and by sending the text of the Terms and Conditions to the email address last provided by the customer at least 30 days before they take effect. If the customer does not object to the changes in writing via email to legal@optimuse.com within 30 days of receiving the aforementioned notice, the changes shall be deemed accepted. In the event of a timely objection by a customer, the contractual relationship between that customer and Optimuse shall continue in accordance with the Terms and Conditions as they stood prior to the announced amendment. If continuing to operate the platform based on the previous version of the Terms and Conditions is no longer technically feasible or no longer makes economic sense for Optimuse for other reasons, Optimuse shall have the right to terminate the contract extraordinarily in the event of an objection.

2. Conclusion of the Contract

2.1. Conclusion of the Contract with a Written Offer

2.2. Upon conclusion of the contract via a written offer, customers receive a written offer (the “Offer”) specifying the nature, scope, and costs of the provision of the platform or the performance of other services (“Other Services”; together with the provision of the platform, “Contractual Services”). Offers or any cost estimates provided by Optimuse are non-binding and subject to change unless they are expressly designated as binding. In the case of non-binding offers, the contractual relationship between the parties (the “Contract”) is established only upon written order confirmation by Optimuse (which may also be provided via email or using online signing tools) or, if no such order confirmation is provided, upon the commencement of the services described in the offer (e.g., setup of a customer account). In the case of binding offers, the Contract is concluded upon the Customer’s written acceptance of the offer (which may also be provided via email or using online signing tools) within the offer period specified in the offer.

2.3. Online Contract Conclusion

Alternatively, the contract may be concluded via the Optimuse website or web app. By clicking a button labeled accordingly (e.g., “Place Order with Payment,” “Subscribe with Payment,” or a comparable, unambiguous phrase) after entering the customer’s information, the customer submits a binding offer to Optimuse to enter into a contract. Acceptance of the offer—and thus the conclusion of the contract—occurs when Optimuse sends a confirmation email to the email address provided during the ordering process or through the actual provision of the contractual services (e.g., activation of the customer account).

2.4. In the case of time-limited, free trial accounts, the contract is concluded when the customer creates the account.

2.5. By clicking or checking a correspondingly labeled checkbox (e.g., “I have read and accepted the Terms and Conditions” or a similar statement) as part of the contract conclusion and/or the ordering process, the customer confirms that they have read and understood the Terms and Conditions and expressly accepts them.

2.6. General Provisions for Contract Conclusion

After the contract is concluded and payment is made (either via an online payment process or by invoice), Optimuse creates the customer account, and the customer receives the login credentials for the platform.

2.7. No contract is formed between Optimuse and users based on these Terms and Conditions. The customer agrees to inform its users of the provisions relevant to them, to ensure compliance with these provisions to the extent possible, and is liable for the acts and omissions of its users in connection with the use of the platform and the triggering of Solutions, just as it is for its own conduct.

2.8. Likewise, no contract is formed between the natural persons who exercise administrative rights on behalf of the customer or represent the customer within the scope of the platform (“Account Administrators”). The Customer warrants that such persons are authorized to make declarations on behalf of the Customer (in particular, to consent to these Terms and Conditions, to set up and use the Customer account, and to perform fee-based actions such as top-ups, upgrades, or similar orders). Optimuse is entitled to document such consent and contract-related actions in an appropriate manner (e.g., by logging registration, logins, and administrative actions).

3. Subject Matter of the Contract

3.1. The subject matter of the contract consists of the legal, organizational, commercial, and technical terms and conditions for the provision and operation of the platform, as well as the delivery of additional solutions and other services that may be ordered. The other services include, in particular, implementation and training services, to the extent that these are agreed upon in the contract. Unless expressly agreed upon in the contract, Optimuse is not obligated to provide any additional SaaS services, such as, in particular, customization or consulting services. The specific scope of services is based on the offer and the agreed-upon pricing matrix.

3.2. Optimuse is entitled to technically restrict access to individual Solutions or features depending on the selected package or usage model (feature gating).

3.3. The platform is provided “as is.” The customer had the opportunity to evaluate the condition of the platform during demo sessions, ask questions about its functionalities, and use the demo to understand which features and functions are offered.

3.4. Optimuse has discretion in the provision of the contractual services within the agreed framework, unless otherwise agreed in writing. Optimuse is also entitled to modify the agreed-upon contractual services to an extent reasonable for the customer, particularly as part of the normal further development of the services by Optimuse. For more extensive changes to the scope of services, Section 1.5 applies.

3.5. The customer has no right to receive updates intended to expand functionality.

3.6. Optimuse’s services are intended exclusively for real estate experts who are capable of appropriately evaluating and understanding the information contained therein. The results and estimates presented in the course of providing the services are for indicative purposes only and are based on information received from or entered by the customer. Therefore, all information disseminated in any form in connection with the provision of the services is for informational purposes only. In particular, the simulations made available on the platform may not be accurate under any circumstances but should be understood as approximations of actual conditions. Liability for results based on the services provided exists only within the scope of Section 13.

3.7. If written or audiovisual reports, recommendations, protocols, and the like are made available through the platform, they do not constitute expert opinions unless expressly agreed otherwise in writing.

3.8. Optimuse does not under any circumstances promise or provide consulting services in the field of building planning (e.g., ESG due diligence, technical due diligence, property surveys or analyses, heating and cooling load calculations). The results and content generated via Solutions are generally available to the customer for the entire duration of the active contractual relationship. However, Optimuse reserves the right to specify different (in particular, time-limited) usage periods for specific Solutions in the offer or in the pricing matrix. Upon termination of the contractual relationship, the right to access and retrieve the content via the platform expires, regardless of the type of Solution.

3.9. Optimuse is entitled to engage suitably qualified agents to perform the services.

4. Usage Models and Credits

4.1. The provision of the platform and the solutions available through it are priced according to the customer’s selected usage or billing model (in particular, the package model and/or the credit model) as well as the scope of the solutions utilized.

4.2. Depending on the agreement, the customer purchases a package (e.g., Starter/Professional/Enterprise) and/or a flexible usage model (e.g., Flex). The packages may include, in particular, a base fee, included credits, feature sets, support levels, and training quotas. The offer and the agreed-upon pricing matrix determine the fee and the specific scope of services.

4.3. Unless otherwise agreed, Solutions are billed using credits. When a Solution is ordered, the credits allocated for it are deducted from the customer’s credit allocation in accordance with the applicable agreed-upon pricing matrix.

4.4. If the customer needs additional credits, they may purchase them independently on the platform or through direct contacts at Optimuse (“Top-Up”). In this case, the annual baseline (the included credit volume) for all subsequent service periods automatically increases by the number of credits purchased via top-up. The fee payable for the subsequent period increases accordingly. The customer may object to this automatic baseline increase for the future by sending an email to support@optimuse.com, provided that one month’s notice is given prior to the end of the service period; however, this shall be deemed a termination of the additional credit capacity effective at the end of the current service period.

4.5. Credits are non-transferable, do not accrue interest, and are not redeemable for cash. Unused credits expire no later than the end of the current agreed-upon service period, unless expressly agreed otherwise.

4.6. If the customer uses Solutions without sufficient credit balance and no top-up has been performed, Optimuse is entitled to bill the customer according to a usage-based model (“pay-as-you-go”) with a 25% surcharge on the standard prices listed in the pricing matrix (or the respective equivalent in credits).

4.7. A credit top-up, an upgrade of the usage model, or a general amendment to the contract may only be performed by the account administrator.

4.8. Optimuse may, at its sole discretion, grant the customer free or “promotional” credits (“Promotional Credits”). Promotional Credits do not confer any entitlement, have no monetary value, are non-transferable, and expire no later than the end of the current service period (or at an earlier date). Optimuse is entitled to block or revoke Promotional Credits prematurely.

5. Provision of Services and Obligations to Cooperate

5.1. To use the platform, users or the customer must use the latest (browser) technologies or enable their use (e.g., activation of JavaScript, cookies). If older technologies are used, it may not be possible to use the platform to its full extent.

5.2. In any case, Optimuse does not provide the necessary hardware or operating systems required to use the platform. Optimuse assumes no responsibility for ensuring that the platform is compatible with the hardware and software used by the customer.

5.3. Use of the platform requires registration by the respective customer. Furthermore, Internet access is mandatory for use.

5.4. Permissible use of the platform is governed by these Terms and Conditions.

5.5. To provide its services, Optimuse requires certain information, data, and documents (e.g., company name, contact information), which may vary depending on the extent of the platform’s use. The customer must provide these in a timely and complete manner upon Optimuse’s request, and the parties shall always comply with applicable data protection regulations regarding personal data. The customer must inform Optimuse of all circumstances relevant to the performance of the contract. The customer shall bear any additional costs resulting from incorrect, incomplete, or missing information; such costs may be billed to the customer separately.

5.6. The customer is responsible for the accuracy and completeness of the information, data, and documents provided for the performance of the contractual services. The customer is further obligated to keep the information, data, and documents provided up to date and to notify Optimuse of any changes immediately or to update them on the platform themselves.

5.7. It is the customer’s responsibility to verify that the information, data, and documents provided for the performance of the contractual services do not infringe on any third-party rights. Optimuse has no obligation to conduct such a review. If Optimuse is held liable due to such a rights infringement, the customer shall indemnify and hold Optimuse harmless.

5.8. The customer grants Optimuse the non-exclusive, royalty-freeexclusive right, limited to the period necessary for the provision of the contractual services, to use all content transmitted by the customer—including data collected by a partner company during a site visit—to the extent necessary for the provision of the contractual services. The customer is obligated to coordinate data protection issues with users in advance and to inform them accordingly about this data processing. If the customer transmits user data to Optimuse, Optimuse assumes that the customer has the necessary authorization to do so.

6. Creation of Building Projects

6.1. A prerequisite for using the platform is the creation of at least one building project (each a “building project”) within the platform. When creating or populating a building project, the Customer may select the data source and level of detail with which the building is to be represented.

6.2. The customer can create a building project on the platform and, using the OPTIMUSE Editor, create and configure a digital twin themselves based on the data they provide. The customer is solely responsible for all entries, settings, and assumptions. The customer acknowledges that Optimuse does not verify the data entered by the customer. The customer is solely responsible for any input errors or inaccuracies in the data.

6.3. Alternatively, the customer may commission Optimuse to digitize and process building data (e.g., plans, energy performance certificates, technical documentation, and other property records) as a separate service (“Digitization Service”). The Digitization Service is billed using credits in accordance with the applicable service and pricing matrix.

6.4. The customer may also import BIM models in IFC format (“IFC”) into the platform. IFC files must be provided by the customer. Unless otherwise specified in the offer or the pricing matrix, importing IFC files into the platform is not subject to a separate fee. Optimuse reserves the right to check models provided by the customer (particularly those in IFC format) for compliance with technical quality and format standards prior to import. If a model does not meet the requirements defined in Optimuse’s documentation (e.g., in the Wiki), Optimuse is entitled to refuse to import or accept the model. This check serves to ensure the necessary minimum quality of the model data (e.g., regarding the correctness of walls, doors, or floors) in order to guarantee a functionally accurate representation on the platform.

6.5. The customer is responsible for ensuring that they are authorized to provide or transmit the relevant data (including IFC) and that its use on the platform does not infringe on any third-party rights.

7. Restrictions Regarding Building Projects

7.1. Unless expressly provided otherwise in the offer or in the pricing matrix, there is no contractual limitation on the number of buildings or building projects that can be created (“archived”) on the platform.

7.2. However, the number of active (i.e., editable) building projects is limited as specified in the offer. Active building projects can be deleted by sending an email to support@optimuse.com.

7.3. Solutions can only be ordered in connection with active building projects.

7.4. Technical requirements and security mechanisms of the platform (e.g., file formats, upload and size limits per file) remain unaffected, as does Optimuse’s right to take appropriate measures in the event of misuse or use that jeopardizes the system (e.g., temporary restrictions to ensure system stability).

8. User Accounts

8.1. Each customer may create multiple accounts for users to use the platform (“user accounts”). In doing so, the customer must designate at least one account administrator, whose account will be created by Optimuse. The account administrator is responsible for managing the user accounts and creates them independently. Changes to user accounts (e.g., email addresses) must be made by the account administrator.

8.2. Users are granted access in the form of a username and password, which may be changed by the respective user. The customer must ensure that users choose passwords that provide adequate protection.

8.3. Unless otherwise agreed, the customer may create any number of user accounts.

8.4. The customer is obligated to ensure that users comply with the obligations set forth in these Terms and Conditions. The customer is liable for damages resulting from the actions of a user under a user account assigned to the customer.

9. Optimuse’s Copyrights, the Customer’s Rights of Use

9.1. The Customer acquires the non-exclusive, non-transferable right, limited to the term of the Agreement, to use the Platform as SaaS for internal business purposes (the “License”). The License includes the right to grant access to the Platform to the Customer’s clients or external service providers within the scope of these Terms and Conditions.

9.2. The Customer also acquires the non-exclusive, non-transferable right, limited to the term of the Agreement, to use the work products created through Optimuse’s services (such as reports, analyses, visualizations, “Deliverables”) for its business purposes or to pass them on to its customers or external service providers, whether for a fee or free of charge.

9.3. Unless expressly stated otherwise below, the Customer’s use of the platform is limited to the purposes specified in these Terms and Conditions or in the contract.

9.4. The Platform, its content, its underlying software, and any other content provided by Optimuse (such as, in particular, offers, reports, analyses, drafts, or other data carriers) are protected by copyright and may not be used or modified beyond the right of use granted in the Contract without Optimuse’s prior written consent. The Customer agrees not to decompile or reverse engineer the Platform, attempt to obtain the source code and/or object code of the software, edit or modify the platform, create derivative works based on the platform, or use such derivative works commercially. Furthermore, the Customer is not authorized to reproduce any user documentation for the platform or parts thereof, or to disclose such documentation to unauthorized persons.

9.5. The Customer expressly does not acquire any rights of use whatsoever to the object code and/or source code of the Platform.

9.6. Notwithstanding Section 13, unauthorized reproduction or distribution of the Services shall under no circumstances give rise to liability on the part of Optimuse, in particular with respect to the accuracy of the Services vis-à-vis third parties.

9.7. The acquisition of the rights of use pursuant to Sections 9.1 and 9.2 is, in all cases, contingent upon full payment of the fee invoiced by Optimuse for the corresponding order.

9.8. Under no circumstances shall Optimuse be liable to third parties—in particular with regard to the accuracy of the content of the documents—as a result of unauthorized reproduction or distribution of the documents.

9.9. Any breach by the customer of the provisions of this Section 9 entitles Optimuse to immediately terminate the contract for cause and to assert other legal claims, in particular for injunctive relief and damages.

10. Updates

10.1. Optimuse continues to develop the platform at its sole discretion and provides improvements and/or enhancements to existing features (“Updates”) from time to time.

10.1.1. “Major Updates” are updates that result in significant changes to the platform’s functionality, performance, or security. These will be announced to the customer no later than 10 business days before implementation.

10.1.2. “Non-material Updates” are updates that do not result in significant changes to the functionality, performance, or security of the platform (excluding emergency updates). These do not need to be announced prior to implementation.

10.1.3. “Emergency updates” are urgent changes that are necessary or useful for resolving critical security vulnerabilities or serious technical issues. These do not need to be announced prior to implementation.

10.2. Major updates and minor updates will, to the extent possible, be performed between 5:00 p.m. on Friday and 11:59 p.m. on Sunday (the “maintenance window”). Outside the maintenance window, only emergency updates and other updates approved by the customer may be performed.

10.3. The customer has no right to demand that updates be performed.

11. Availability

11.1. The platform is generally provided with 99% availability per calendar year. Availability refers exclusively to the availability required at the server’s service delivery point. This means that disruptions occurring beyond this point (e.g., in the area of data transmission from this service delivery point to the customer and/or in the customer’s IT systems) are not taken into account.

11.2. Furthermore, the following periods are not taken into account when calculating availability:

  • 11.2.1. Maintenance windows.
  • 11.2.2. Emergency updates.
  • 11.2.3. Updates outside the maintenance window, subject to the customer’s approval.
  • 11.2.4. Downtime resulting from the customer’s specifications.
  • 11.2.5. Interruptions whose cause lies outside Optimuse’s control (e.g., force majeure, unforeseeable hardware failures, viruses and hacker attacks, negligence on the part of third parties, the customer’s failure to properly establish and maintain the infrastructure necessary for access, disruptions on the customer’s end, improper use by the customer, etc.).

11.3. The customer is obligated to notify Optimuse immediately if the platform becomes unavailable.

11.4. The customer must provide evidence of any failure to meet the agreed-upon availability level during a calendar year within two months after the end of that calendar year.

12. Fair Use, Support

12.1. The Customer is obligated to keep the login credentials for the platform confidential and must also require all users to maintain confidentiality. The Customer is responsible for all activities originating from its customer account as well as those of its users.

12.2. The Customer is obligated to notify Optimuse immediately upon suspicion of unauthorized use of the Customer account or any user account.

12.3. Customer support is available via email at support@optimuse.com. In any case, the customer is not entitled to live support. Optimuse will respond to inquiries within a reasonable time. Whenever possible, Optimuse will respond to customer inquiries within 72 hours. Optimuse will make every effort to respond to urgent inquiries immediately.

12.4. The customer shall assist Optimuse in diagnosing and resolving any errors by providing the necessary information and documentation.

13. Responsibility and Liability

13.1. The services provided by Optimuse under this Agreement are purely service-based. Therefore, Optimuse is not obligated to ensure the achievement of the objectives sought through the contractual services. Optimuse assumes no liability for the accuracy, timeliness, or completeness of the content. Nor does it assume liability for any consequential damages. The customer is therefore solely responsible for critically reviewing the content and evaluating it at their own discretion.

13.2. To the extent that Optimuse is liable for damages, such liability is limited to cases of willful misconduct and gross negligence. Any further liability on the part of Optimuse—in particular for slight negligence (except in relation to personal injury), atypical damages, lost profits, damages resulting from defects, indirect and consequential damages, damages to third parties, etc.—is excluded. Furthermore, all liability exclusions under the E-Commerce Act (BGBII 152/2001, as amended) apply.

13.3. The customer’s claims for damages expire six months after becoming aware of the damage and the party responsible for it, but no later than two years after Optimuse’s conduct giving rise to liability.

13.4. Optimuse is not liable for the loss of customer data if the damage results from the customer’s failure to perform data backups and thereby ensure that lost customer data can be restored. The customer is solely responsible for performing regular and complete data backups and must carry out these backups themselves or have them carried out by third parties.

13.5. Use of the platform is at the customer’s own risk. Optimuse is not liable for any losses or damages that may result from reliance on the simulations generated by the platform.

13.6. The Customer agrees to ensure that its account administrator(s) comply with all obligations arising from the contractual relationship and these Terms and Conditions, and to monitor their compliance. Each customer is liable to Optimuse for any corresponding misconduct on the part of the account administrator and the users. The customer shall also fully indemnify and hold Optimuse harmless with respect to any claims by users that are attributable to a breach of the customer’s obligations toward Optimuse.

14. Warranty

14.1. Given the current state of technology, there is no method that can guarantee the error-free operation of software. Consequently, Optimuse cannot guarantee that the platform or the underlying software is completely free of errors.

14.2. Optimuse does not warrant that the contractual services possess the specified characteristics or that they are suitable for specific applications intended by the customer.

14.3. Optimuse’s contractual services are provided based on the current state of knowledge of experienced experts. Optimuse reserves the right to make changes to the content, provided that such changes do not fundamentally alter the nature of the respective contractual services, as well as to substitute individual contractual services, unless specifically agreed otherwise. Such changes therefore do not constitute a defect in the contractual service.

14.4. The customer is obligated to report any errors encountered while using the platform to Optimuse immediately, and no later than within one week, in writing. An error exists if the platform fails to perform the functions specified in the contract, delivers incorrect results, or otherwise fails to function as intended, such that use of the platform is impossible or significantly restricted. Optimuse will identify, analyze, and correct errors reported by the customer or detected by Optimuse during the operation of the platform within a reasonable period of time.

14.5. Optimuse does not guarantee the accuracy of content if such content was provided or approved by the customer. If a defect is attributable exclusively to incorrect or incomplete information, insufficient cooperation, or improper use by the Customer (e.g., failure to install updates), the Customer has no warranty claims.

14.6. The application of § 924 of the Austrian Civil Code (ABGB) is excluded.

15. Terms of Payment

15.1. The fee to be paid by the customer is determined by the offer and the applicable price matrix. Unless expressly stated otherwise, all prices are exclusive of statutory value-added tax.

15.2. Recurring fees (e.g., package/usage fees, upgrades) are billed in advance for the agreed-upon contract period. Invoices are due for payment within 30 days of the invoice date, unless payment is processed via credit card. Optimuse reserves the right, at its sole discretion, to handle payment processing either through direct invoicing (e.g., via email or through accounting systems such as Sevdesk) or through an external payment service provider (e.g., Stripe). The customer is obligated to use the payment methods offered by Optimuse at any given time. Invoices are sent to the customer via email to the email address(es) provided by the customer.

15.3. The billing of purchased Solutions using credits may be documented by issuing a service confirmation or a “zero invoice” (invoice amount: EUR 0.00). This does not give rise to any additional payment obligation, provided that the fee for the respective Solution is fully covered by credits.

15.4. In the event of a package upgrade during a current contract period, fees are billed on a pro rata basis: Any software fee already paid is credited on a pro rata basis, and the software fee for the higher-tier package is billed on a pro rata basis for the remaining term. Credits are also accounted for on a pro rata basis and made available for the remaining term.

15.5. Optimuse reserves the right, following order confirmation, to begin providing the contractual services only after receipt of the first payment or after the agreed-upon payment or credit coverage has been established.

15.6. The customer is not entitled to set off counterclaims against Optimuse’s claims, unless such counterclaims have been established by a court or acknowledged in writing by Optimuse.

15.7. If Optimuse expands its range of services or offers new services to new customers under different terms, existing customers are not entitled to use the platform with the expanded scope of services or under the new terms; the respective agreed-upon offer and the agreed-upon pricing matrix shall apply.

15.8. Optimuse reserves the right to increase or adjust the agreed-upon prices and the pricing matrix at its reasonable discretion. Optimuse will notify the customer via email of any intended price increase or change to the pricing matrix 30 days before it takes effect. Unless otherwise notified, changes to package prices will always take effect at the start of the customer’s new service period. The customer has the option to object to the price increase or change to the pricing matrix by the end of the deadline specified in the email. If the customer objects to the price increase or change to the pricing matrix, this shall be deemed an extraordinary termination of the contract by the customer effective at the end of the specified deadline. If no objection is raised, the price change shall be deemed approved and will take effect on the date specified in the notification.

16. Customer’s Delay in Payment

16.1. Notwithstanding the legal consequences of default (e.g., default interest, § 456 UGB), Optimuse is entitled, in the event of the customer’s default, to declare all contractual services and partial contractual services already rendered to the customer due and payable. Furthermore, Optimuse is no longer obligated to provide further contractual services until the outstanding amount has been paid and has the right to suspend the customer account and user accounts until all outstanding amounts have been paid in full.

16.2. Furthermore, pursuant to § 458 UGB, Optimuse is entitled to a flat-rate collection fee of EUR 40.00 per invoice subject to collection. Should the collection costs exceed this amount (in particular if a collection agency or attorney is engaged), § 1333(2) of the Austrian Civil Code (ABGB) shall apply.

17. Term of the Contract and Termination

17.1. The contract is concluded for the period specified in the offer (the “Service Period”) and may be terminated in writing by either party, subject to one month’s notice, effective at the end of the agreed Service Period. If the contract is not terminated as described in the preceding sentence at the end of the agreed term, the term shall be extended automatically, without any further action by the parties, for a period corresponding to the agreed service period.

17.2. Test accounts/trials end automatically upon expiration of the agreed-upon period.

17.3. The parties’ right to terminate the contract for cause remains unaffected.

18. Citing the Customer as a Reference

18.1. The customer grants Optimuse the right to use the customer’s name, together with a description of the contractual services covered by the contractual relationship, for illustrative and promotional purposes in both printand electronic media, including, where appropriate, verbatim quotes and the customer’s logo, and to name the customer as a reference customer in the course of its business activities.

18.2. Consent to be named as a reference customer may be revoked at any time. The revocation must be made in writing. If, for technical or practical reasons (e.g., publication has already taken place in a print medium), it is not possible to retract any publications that may have already been made after receipt of the revocation notice, the customer may not derive any claims against Optimuse from this.

19. Confidentiality

19.1. The parties are obligated to permanently keep confidential all confidential information about the other party that comes to their knowledge in connection with this Agreement, in particular, not to disclose it to third parties, record it, or otherwise use it, unless the other party has expressly consented to such disclosure or use in writing, or the information must be disclosed pursuant to law, a court order, or an administrative decision. In the absence of such consent or disclosure, the information obtained may be used only for the purpose of performing this Agreement.

19.2. The Customer is specifically obligated to maintain confidentiality regarding all content on the Platform. Among other things, the Customer may not disclose access data (usernames and passwords) to third parties.

19.3. The following are not considered confidential information under this Agreement:

  • 19.3.1. Information that was already known to the other party;
  • 19.3.2. Information that is generally known;
  • 19.3.3. Information disclosed to the other party by a third party without such third party having breached any confidentiality obligation.

19.4. The obligations under this section shall survive the termination of the contractual relationship.

20. Governing Law, Place of Performance, Jurisdiction

20.1. All disputes between Optimuse and its customers shall be governed exclusively by Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-laws rules of private international law.

20.2. For all disputes between Optimuse and its customers, the parties agree that the court with subject-matter jurisdiction in Vienna shall have exclusive jurisdiction.

20.3. Unless otherwise agreed in writing, the place of performance for Optimuse’s contractual obligations shall be its registered office.

21. White-Labeling and Custom Branding

21.1. Optimuse may grant the customer the option to customize the visual appearance of the platform’s front end (e.g., logo, colors) or to operate it via a customer-specific subdomain (e.g., www.kunde.optimuse.com). The specific scope of services and the fee to be paid for them will be agreed upon in the offer.

21.2. Regardless of the branding, Optimuse remains the sole technical and legal operator of the platform. This does not result in a contract between Optimuse and the end customers or users of the customer. The customer must inform its users that this is an Optimuse platform and must not give the impression that it is the developer or legal operator of the software.

21.3. Optimuse is not liable for the legal admissibility of the branding or for claims arising from third parties mistakenly believing the customer to be the operator.

21.4. The customer shall indemnify and hold Optimuse harmless in this regard.

22. Use of Artificial Intelligence (AI) and Data Residency

22.1. Optimuse uses functions based on artificial intelligence (“AI Services”) within the platform. These AI Services are operated on infrastructure located within the European Union.

23. Final Provisions

23.1. Legally significant declarations and notifications to be made after the conclusion of the contract must be in writing to be effective; it is agreed, however, that emails also satisfy this requirement for written form.

23.2. Each party shall bear its own taxes, duties, or fees arising from the contractual relationship. Amendments, additions, and side agreements to these General Terms and Conditions, as agreed upon by the parties, must be in writing to be effective (an email is sufficient). This also applies to any agreement to waive this formal requirement. In the event of any conflict between these General Terms and Conditions and any deviating written agreements between the parties, the provisions of the deviating agreements shall prevail.

23.3. Should any individual provisions of these General Terms and Conditions be or become invalid, this shall not affect the remainder of the General Terms and Conditions. The invalid provision shall be replaced by a valid provision that is legally enforceable and most closely reflects the economic intent of the parties.

23.4. Unless otherwise provided in these General Terms and Conditions, the provisions and rights under these General Terms and Conditions may not be transferred or assigned to third parties without the written consent of the other party.

23.5. A “third party” within the meaning of these General Terms and Conditions is any natural or legal person who is legally distinct from the parties, even if legal and/or economic relationships exist with such a person.