Terms of Use
Status: 12.02.2026
GENERAL TERMS AND CONDITIONS OF BUSINESS AND USE
1. Basic provisions
1.1. Optimuse GmbH, Lembergstraße 1, 1020 Vienna, FN 539861 p ("Optimuse") operates a Software as a Service ("SaaS") solution that enables sustainable and energy-efficient properties to be planned and implemented in a time- and cost-efficient manner (the "Platform"). The Platform enables Optimuse's customers ("Customers", together with Optimuse: the "Parties") in particular to:
- the collection, digitisation, structuring and management of building data (e.g. building and inventory plans, schematics, energy performance certificates, technical documentation and other property documents) and their representation in a digital building model or digital twin;
- manage properties/objects, projects and user roles within the customer's organisation; and
- select, commission and utilise additional, optional services and solution modules ("Solutions"), such as the creation of energy performance certificates, energy analyses, simulations and reports.
The platform is accessible via a web application available at https://platform.optimuse.com/ ("Web App"). Customers have the option of granting their employees, customers and external service providers ("Users") access to the platform and setting their access rights individually.
1.2. "Building" refers to a constructed object with a unique address. If no unique address is available (e.g. within a campus, location or similar facilities), building sections are used as a substitute. A building section can be delimited or categorised in particular by fire compartments or building functions.
1.3. Optimuse provides all services exclusively to customers who are entrepreneurs within the meaning of Section 1 (1) No. 1 of the Austrian 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 of conclusion of the contract. These GTC apply to all legal transactions between the Parties, even if no separate reference is made to them at the time of conclusion of the contract.
1.4. General terms and conditions of Customers that deviate from these GTC or other contractual agreements between Optimuse and a Customer shall only apply if Optimuse has expressly agreed to them in writing.
1.5. Optimuse reserves the right to change these GTC at any time without giving reasons. Changes to fees or the scope of services are only possible with the express consent of the Customer. If the changes to the GTC are also to apply to existing contractual relationships, the amended GTC must be announced on the Optimuse website at www.optimuse.com and by sending the text of the GTC to the Customer's last known email address at least 30 days before they come into effect. If the Customer does not object to the changes in writing by email to legal@optimuse.com within 30 days of receiving the aforementioned announcement, the changes shall be deemed accepted. In the event of a timely objection by a Customer, the contractual relationship between this customer and Optimuse shall continue in accordance with the Terms and Conditions in the version prior to the announced change. If the continued operation of the platform on the basis of the previous version of the Terms and Conditions is no longer technically possible or no longer appears economically viable for Optimuse for other reasons, Optimuse shall have an extraordinary right of termination in the event of an objection.
2. Conclusion of the contract
2.1. Conclusion of the contract with written offerWhen concluding a contract with a written offer, Customers receive a written offer (the "Offer") for the type, scope and costs of providing the Platform or rendering other services ("Other Services"; together with the provision of the Platform, "Contractual Services"). Offers or any cost estimates from Optimuse are non-binding and subject to change unless they are expressly designated as binding.
2.2. In the case of non-binding offers, the contractual relationship between the parties (the "Contract") shall only come into effect upon written confirmation of the order by Optimuse (also possible by email or using online signature tools) or, if no such order confirmation is provided, upon commencement of the services described in the offer (e.g. creation of a customer account). In the case of binding offers, the Contract shall come into effect upon written acceptance of the offer by the customer (also possible by email or using online signature tools) within the offer period specified in the offer.
2.3. Online contract conclusionAlternatively, the Contract can be concluded via the Optimuse website or Web App. By clicking on a correspondingly marked button (e.g. "Place order with obligation to pay", "Subscribe with obligation to pay" or a comparable, unambiguous formulation) after entering the Customer's data, the Customer makes a binding offer to Optimuse to conclude a Contract. Acceptance of the Offer and thus the conclusion of the Contract takes place when Optimuse sends a confirmation email to the email address provided during the ordering process or by actually providing the contractual services (e.g. activation of the Customer account).
2.4. In the case of a temporary, free trial access (trial accounts/trials), the Contract is concluded when the Customer creates the account.
2.5. By clicking or ticking a correspondingly marked checkbox (e.g. "I have read and accepted the General Terms and Conditions" or a similar wording) as part of the conclusion of the Contract and/or the ordering process, the Customer confirms that they have read and understood these GTC and expressly accepts them.
2.6. Common provisions for contract conclusionAfter the Contract has been concluded and payment has been made (either via online payment or invoice), Optimuse creates the Customer account and the Customer receives the access data for the Platform.
2.7. No Contract is concluded between Optimuse and Users on the basis of these GTC. The Customer undertakes to inform its Users about the provisions relevant to them, to ensure compliance with these provisions as far as possible, and is liable for the actions and omissions of its Users in connection with the use of the Platform and the triggering of solutions as if they were its own actions.
2.8. Similarly, no Contract is concluded between the natural persons who exercise administrative rights for the Customer or represent the Customer within the framework of the platform ("Account Administrators"). The Customer warrants that such persons are authorised to make declarations on behalf of the Customer (in particular to agree to these GTC, to set up/use the Customer account and to perform chargeable actions such as top-ups, upgrades or comparable orders). Optimuse is entitled to document the consent and Contract-related actions in an appropriate manner (e.g. by logging registration, login and administrative actions).
3. Subject matter of the Contract
3.1. The subject matter of the Contract is the legal, organisational, commercial and technical conditions for the provision and operation of the Platform as well as the provision of the additionally orderable Solutions and Other Services. Other Services include, in particular, implementation and training services, insofar as these are agreed in the contract. Unless expressly agreed in the Contract, Optimuse is not obliged to provide any further SaaS services, such as customisation or consulting services. The specific scope of Contractual Services is based on the Offer and the agreed price matrix.
3.2. Optimuse is entitled to technically restrict access to individual solutions or functions depending on the selected package/usage model (feature gating).
3.3. The Platform is provided "as is". The Customer had the opportunity to examine the condition of the Platform in demo sessions, ask questions about the functionalities and use the demo to understand which features and functions are offered.
3.4. Optimuse has creative freedom within the agreed framework when providing the Contractual Services, unless otherwise agreed in writing. Optimuse is also entitled to modify agreed Contractual Services to an extent reasonable for the Customer, in particular within the scope of the usual further development of services by Optimuse. For further changes to the scope of Contractual Services, section 1.5 applies.
3.5. The Customer has no claim to the provision of updates that serve to extend functionality.
3.6. Optimuse's services are intended exclusively for real estate experts who are able to adequately evaluate and understand the information contained therein. The results and estimates presented in the course of providing the Contractual Services are indicative only and use the information received from or entered by the Customer. Therefore, all information disseminated in any form in the course of providing the services is for informational purposes only. In particular, the simulations provided on the Platform cannot be assumed as fully correct under any circumstances, but should be understood as approximations of the actual circumstances. Liability for results based on the Contractual 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 on the Platform, these do not constitute expert opinions unless expressly agreed otherwise in writing.
3.8. Optimuse does not promise or provide consulting services in the area of building planning (e.g. ESG due diligence, technical due diligence, inventory surveys or inventory 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 contractual relationship. However, Optimuse reserves the right to specify different (in particular limited) periods of use for specific solutions in the offer or in the price matrix. Upon termination of the contractual relationship, the right to access and retrieve content via the Platform expires, regardless of the type of solution.
3.9. Optimuse is entitled to engage vicarious agents with the appropriate qualifications.
4. Usage models and credits
4.1. The provision of the Platform and the Solutions that can be accessed through it are priced according to the usage or billing model selected by the Customer (in particular, package model and/or credit model) and the scope of the Solutions used).
4.2. Depending on the Contract, 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 basic fee, included credits, feature scope, support levels and training quotas. The offer and the agreed price matrix are decisive for the fee and the specific scope of services.
4.3. Unless otherwise agreed, Solutions are billed via credits. When a Solution is ordered, the credits allocated for it are deducted from the Customer's credit quota in accordance with the agreed price matrix.
4.4. If the Customer requires additional credits, they can purchase these independently on the Platform or via direct contacts at Optimuse ("Top-Up"). In this case, the annual baseline (the included credit volume) for all subsequent service periods is automatically increased by the number of credits purchased via top-up. The fee payable for the subsequent period increases accordingly. The Customer can object to this automatic baseline increase for the future by sending an email to support@optimuse.com and giving one month's notice to the end of the service period, which shall, however, be deemed to be a termination of the additional credit capacity at the end of the current service period.
4.5. Credits are non-transferable, non-interest-bearing and cannot be paid out in cash. Unless expressly agreed otherwise, unused credits expire at the end of the current agreed service period at the latest.
4.6. If the customer uses Solutions without sufficient credit balance and no Top-Up has been made, Optimuse is entitled to charge according to a usage-based model ("pay-as-you-go") with a surcharge of 25% on the standard prices shown in the price matrix (or the respective equivalent in credits).
4.7. A Top-Up of credits, upgrade of the usage model or a general change to the contract can only be carried out 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 constitute a legal claim, have no monetary value, are non-transferable and expire at the end of the current service period (or at an earlier date) at the latest. Optimuse is entitled to block or revoke Promotional Credits prematurely.
5. Provision of services and obligations to cooperate
5.1. In order 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. Optimuse does not provide the necessary hardware or operating systems for using the Platform.
5.2. Optimuse accepts no responsibility for the compatibility of the Platform with the hardware and software used by the Sustomer.
5.3. Use of the Platform requires prior registration by the Customer. Furthermore, Internet access is mandatory for its use.
5.4. Permitted use of the Platform is governed by these GTC.
5.5. In order to provide the Contractual Services, Optimuse requires certain information, data and documents (e.g. company name, contact details), which may vary depending on the extent of use of the Platform. These must be provided by the Customer in a timely and complete manner at Optimuse's request, whereby the Parties shall always comply with the applicable data protection regulations with regard to personal data. The Customer must inform Optimuse of all circumstances that are relevant to the performance of the Contract. Any additional costs incurred due to incorrect, incomplete or missing information shall be borne by the Customer; these may be invoiced to the Customer additionally.
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 also obliged to keep the information, data and documents provided by them up to date and to notify Optimuse of any changes without delay or to update them themselves on the Platform.
5.7. It is the Customer's responsibility to check the information, data and documents provided for the performance of the Contractual Services for any Third-Party rights. Optimuse has no examination obligations in this regard. If Optimuse is held liable for a violation of such rights, the Customer shall indemnify and hold Optimuse harmless.
5.8. The Customer grants Optimuse the free, non-exclusive and temporary right to use all content transmitted by them, including data collected by a partner company during an inspection, to the extent necessary for the provision of the Contractual Services. The Customer is obliged to coordinate data protection aspects with users in advance or to inform them accordingly about this data processing. If the Customer transmits user data to Optimuse, Optimuse assumes that the Customer has the appropriate authorisation 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 filling a building project, the Customer can select the database and level of detail on which the building is to be represented.
6.2. The Customer can create a building project on the Platform and use the Optimuse editor to create and configure a digital twin based on the data provided by them. The Customer is solely responsible for all entries, settings and assumptions. The Customer acknowledges that Optimuse does not review 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 can commission Optimuse to digitise and prepare building data (e.g. plans, energy performance certificates, technical documentation and other property documents) as a separate service ("Digitisation Service"). The Digitisation Service is invoiced via credits in accordance with the agreed service and price matrix.
6.4. The Customer can 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 price matrix, there is no separate charge for importing IFC files into the Platform. Optimuse reserves the right to review models provided by the Customer (especially in IFC format) for compliance with technical quality and format standards before importing them. 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. with regard to the correctness of walls, doors or floors) in order to guarantee functional representation in the Platform.
6.5. The Customer is responsible for ensuring that they are authorised to provide/transmit the respective data (including IFC) and that the use of this data on the Platform does not infringe any Third-Party rights.
7. Restrictions regarding building projects
7.1. Unless expressly stated otherwise in the offer or price 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, active (i.e. editable) building projects are limited in number according to the offer. Active building projects can be deleted by sending an email to support@optimuse.com.
7.3. Solutions can only be ordered in relation to active building projects.
7.4. This does not affect the technical requirements and security mechanisms of the Platform (e.g. file formats, upload and size restrictions per file) or Optimuse's right to take appropriate measures in the event of misuse or use that jeopardises the system (e.g. temporary restrictions to ensure system stability).
8. User accounts
8.1. Each Customer can create multiple accounts for users to use the Platform ("User Accounts"). 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 the User Accounts independently. Changes to User accounts (e.g. email addresses) must be made by the Account Administrator.
8.2. Users receive access authorisation in the form of a user name and password, which can be changed by the respective User. The Customer must ensure that Users choose passwords that offer sufficient protection.
8.3. Unless otherwise agreed, the Customer may create any number of User Accounts.
8.4. The Customer is obliged to inform Users of the obligations under these GTC. 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, Customer's rights of use
9.1. The Customer acquires the non-exclusive, non-transferable right, limited to the term of the Contract, to use the Platform as SaaS for internal purposes (the "Licence"). The Licence includes the right to grant Customers or external service providers of the Customer access to the Platform within the scope of these GTC.
9.2. The Customer also acquires the non-exclusive, non-transferable right, limited to the term of the Contract, to use the work results created with the Contractual Services (such as reports, visualisations, "Work Results") for its business purposes or to pass them on to its Customers or external service providers for a fee or free of charge.
9.3. Unless expressly stated otherwise below, the Customer shall use the Platform solely for the purposes specified in these GTC or in the Contract.
9.4. The Platform, its content, its underlying software and 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 edited beyond the right of use granted in the Contract without the prior written consent of Optimuse. The Customer undertakes not to decompile or reverse engineer the Platform, not to attempt to obtain the source code and/or object code of the underlying software, not to edit or modify the Platform, not to create derivative works from the Platform, and not to use such derivative works commercially. Furthermore, the Customer is not entitled to reproduce any user documentation of the Platform or parts thereof or to disclose it to unauthorised persons.
9.5. The Customer expressly does not acquire any rights of use whatsoever to the object and/or source code of the Platform.
9.6. Notwithstanding section 13, unauthorised reproduction or distribution of services shall in no case give rise to any liability on the part of Optimuse, in particular for the accuracy of the services vis-à-vis Third Parties.
9.7. The acquisition of rights of use in accordance with section 9.1 and section 9.2 requires in all cases full payment of the fee invoiced by Optimuse for the corresponding order.
9.8. Under no circumstances shall Optimuse be liable to Third Parties for the unauthorised reproduction or distribution of the documents, in particular for the accuracy of the content of the documents.
9.9. The Customer's violation of the provisions of this section 9 entitles Optimuse to immediately terminate the contract for good cause and to assert other legal claims, in particular for injunctive relief and damages.
10. Updates
10.1. Optimuse shall continue to develop the Platform at its own discretion and shall provide improvements and/or further developments of existing functions ("Updates") from time to time.
10.1.1. "Significant Updates" are Updates that cause significant changes to the functionality, performance or security of the Platform. These will be announced to the Customer at least 10 working days before implementation.
10.1.2. "Non-significant updates" are Updates that do not cause significant changes to the functionality, performance or security of the Platform (except for emergency updates). These do not need to be announced before implementation.
10.1.3. "Emergency updates" are urgent adjustments that are necessary or useful to remedy critical security vulnerabilities or serious technical problems. These do not need to be announced before implementation.
10.2. Significant Updates and Non-Significant Updates will, as far as possible, be carried out between 5 p.m. on Fridays and 11:59 p.m. on Sundays (the "Maintenance Window"). Outside the Maintenance Window, only Emergency Updates and other Updates may be carried out, the latter only with the Customer's prior approval.
10.3. The Customer has no right to demand that Updates be carried out.
11. Availability
11.1. The Platform is generally provided with an availability of 99% per calendar year. Availability refers exclusively to the availability owed at the service transfer point of the server. This means that impairments from this point onwards (e.g. in the area of data transmission from this service transfer point to the customer and/or in the area of the customer's IT systems) are not taken into account.
11.2. The following periods are also 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 after approval by the Customer.11.2.4. Downtime due to Customer specifications.11.2.5. Interruptions whose origin lies outside the sphere of Optimuse (e.g. force majeure, unforeseeable hardware failures, viruses and hacker attacks, Third-Party fault, inadequate creation and maintenance of the infrastructure necessary for access by the Customer, disruptions on the part of the Customer, improper use by the Customer, etc.).
11.3. The Customer is obliged to inform Optimuse immediately if the Platform is unavailable.
11.4. Any shortfall in the agreed availability during a calendar year must be proven by the Customer within two months of the end of the calendar year.
12. Fair use, support
12.1. The Customer is obliged to keep the access data for the Platform secret and also obliges all Users to maintain secrecy. The Customer is responsible for all activities originating from their customer account and those of the Users.
12.2. The Customer is obliged to notify Optimuse immediately as soon as there is suspicion of unauthorised use of the Customer account or a User Account.
12.3. Customer support is available to the Customer via email at support@optimuse.com. The Customer is not entitled to live support. Optimuse will respond to enquiries within a reasonable time. Where possible, Optimuse will respond to Customer enquiries within 72 hours. Optimuse will endeavour to respond to urgent enquiries immediately.
12.4. The Customer shall assist Optimuse in diagnosing and rectifying an error by providing the necessary information and documentation.
13. Responsibility and liability
13.1. The Contractual Services provided by Optimuse are mere service activities. Success is therefore not guaranteed with regard to the objectives pursued by the Contractual Services. Optimuse accepts no liability for the accuracy, timeliness and completeness of the content, nor does it accept liability for any consequential damages. The Customer is therefore solely responsible for critically reviewing the content and assessing it on their own responsibility.
13.2. If Optimuse is liable for damage, liability is limited to intent and gross negligence. Any further liability on the part of Optimuse, in particular for slight negligence (except in relation to personal injury), atypical damage, loss of profit, damage due to defects, indirect and consequential damage, damage to Third Parties, etc., is excluded. Furthermore, all exclusions of liability under the E-Commerce Act (Federal Law Gazette I 152/2001, as amended) apply.
13.3. Claims for damages by the Customer expire six months after knowledge of the damage and the party responsible for the damage, but no later than two years after the conduct of Optimuse giving rise to liability.
13.4. Optimuse shall not be liable for the loss of Customer data if the damage is due to the Customer's failure to perform data backups and thereby assurance that lost Customer data can be restored. The Customer is solely responsible for regular and complete data backups and must perform these themselves or have them performed by Third Parties.
13.5. Use of the Platform is at the Customer's own risk. Optimuse shall not be liable for any loss or damage that may result from reliance on the simulations generated by the Platform.
13.6. The Customer undertakes to ensure that its Account Administrator(s) comply with all obligations arising from the contractual relationship and these GTC and to monitor their compliance. Each Customer is liable to Optimuse for any misconduct on the part of the Account Administrator and Users. The Customer shall also indemnify and hold Optimuse harmless in full with regard to any claims by Users that are attributable to a breach of the Customer's obligations towards Optimuse.
14. Warranty
14.1. According to the current state of technology, there is no procedure that can guarantee the accuracy of software. Consequently, Optimuse cannot guarantee that the Platform or the underlying software is completely error-free.
14.2. Optimuse does not guarantee that the Contractual Services have the required characteristics or that they are suitable for specific applications intended by the Customer.
14.3. The Contractual Services provided by Optimuse are created based on the knowledge of experienced experts. Optimuse reserves the right to make changes to the content, provided that these do not fundamentally alter the nature of the respective Contractual Services, as well as to replace individual Contractual Services, unless otherwise specifically agreed. Such changes do not therefore constitute a defect of the Contractual Services.
14.4. The Customer is obliged to report any errors that occur when using the Platform to Optimuse in writing without delay, at the latest within one week. An error exists if the Platform does not perform the functions specified in the Contract, delivers incorrect results, or otherwise does not function properly, so that the use of the Platform is impossible or significantly restricted. Optimuse shall locate, analyse and remedy errors reported by the Customer or identified by Optimuse in the course of operating the Platform within a reasonable period of time.
14.5. Optimuse is not responsible for the accuracy of content if it has been specified or approved by the Customer. If a defect is exclusively attributable to incorrect or incomplete information, inadequate cooperation and incorrect operation by the Customer (e.g. due to failure to install updates), the Customer shall have no warranty claims.
14.6. The application of Section 924 of the Austrian Civil Code (ABGB) is excluded.
15. Terms of payment
15.1. The fee to be paid by the Customer is based on the offer and the agreed 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 charged in advance for the agreed contract period. Invoices are due for payment within 30 days of the invoice date, unless payment is made by credit card. Optimuse reserves the right to process payments at its own discretion, either by direct invoicing (e.g. by email or via accounting systems such as Sevdesk) or via an external payment service provider (e.g. Stripe). The Customer is obliged to use the payment methods offered by Optimuse. Invoices will be sent to the Customer by email to the email address(es) provided by the customer.
15.3. The billing of purchased Solutions using credits can be documented by issuing a service confirmation or "zero invoice" (invoice amount EUR 0.00). This does not result in any additional payment claims, provided that the fee for the respective Solution is covered in full by credits.
15.4. In the event of a package upgrade during a current contractual period, the fees shall be invoiced on a pro rata basis: any software fees already paid shall be credited on a pro rata basis, and the software fees for the higher package shall be charged on a pro rata basis for the remaining term. Accordingly, credits shall also be taken into account on a pro rata basis and made available for the remaining term.
15.5. Optimuse reserves the right, after order confirmation, to commence the provision of Contractual Services only after receipt of the first payment or after the agreed payment/credit coverage has been established.
15.6. The Customer is not entitled to offset claims by Optimuse with counterclaims, unless such counterclaims have been established by a court of law or recognised in writing by Optimuse.
15.7. If Optimuse expands its range of services or Offers new services to new Customers on different terms, existing Customers are not entitled to use the Platform with the expanded range of services or on the new terms; the agreed Offer and the agreed price matrix are decisive.
15.8. Optimuse reserves the right to increase or adjust the agreed prices and the price matrix at its reasonable discretion. Optimuse will inform the Customer of any intended price increase or change to the price matrix by email 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 price matrix until the end of the period specified in the email. If the Customer objects to the price increase or change to the price matrix, this shall be deemed to be an extraordinary termination of the Contract by the Customer at the end of the specified period. If no objection is made, the price change shall be deemed to have been approved and shall take effect at the specified time.
16. Customer in default of payment
16.1. Notwithstanding the consequences of default regulated by law (e.g. default interest, Section 456 of the Austrian Commercial Code (UGB)), Optimuse is entitled to demand payment for all Contractual Services and partial Contractual Services already provided to the Customer in the event of default of payment by the customer. Furthermore, Optimuse is no longer obliged to provide further Contractual Services until the outstanding amount has been paid and has the right to block the Customer account and user accounts until the outstanding amounts have been paid in full.
16.2. In addition, Optimuse is entitled to flat-rate collection costs of EUR 40.00 per invoice collected in accordance with § 458 UGB. If the collection costs exceed this amount (in particular if a collection agency or solicitor is engaged), Section 1333 (2) ABGB shall apply.
17. Contract term 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 at the end of the agreed service period, subject to one month's notice. If the Contract is not terminated at the end of the agreed term as described in the preceding sentence, the term shall be extended automatically by a period corresponding to the agreed service period without any further action on the part of the Parties.
17.2. Test accounts/trials shall end automatically after the agreed period has expired.
17.3. The Parties' right to extraordinary termination for good cause remains unaffected.
18. Mentioning 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 in publications for illustrative and advertising purposes in both print and electronic media, if necessary also adding verbatim quotations and using the Customer's logo, and to name the Customer as a reference Customer in the context of its commercial activities.
18.2. Consent to be named as a reference Customer may be revoked at any time. Revocation must be made in writing. If, for technical or practical reasons (e.g. publication in a print medium), it is not possible to revoke any publications that may already have been made after receipt of the revocation declaration, no claims can be derived from this by the Customer against Optimuse.
19. Secrecy, confidentiality
19.1. The Parties are obliged to keep all confidential information about the other Party that has become known to them in connection with this contract permanently secret, in particular not to pass it on to Third Parties, record it or exploit it in any other way, unless the other Party has expressly agreed to its disclosure or use in writing or the information must be disclosed due to law, court decision or administrative decision. In the absence of such consent or disclosure, the information disclosed may only be used for the purpose of executing this contract.
19.2. The Customer is particularly obliged to maintain confidentiality with regard to all content on the platform. Among other things, the Customer may not disclose access data (User names and passwords) to Third Parties.
19.3. The following shall not be considered confidential information within the meaning of this Contract: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 the latter thereby breaching any confidentiality obligation.
19.4. The obligations under this clause shall continue to apply even after the termination of the contractual relationship.
20. Choice of law, place of performance, place of jurisdiction
20.1. All disputes between Optimuse and its Customers shall be governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and the referral provisions of international private law.
20.2. For all disputes between Optimuse and its Customers, the Parties agree that the court with jurisdiction for Vienna shall have exclusive jurisdiction.
20.3. Unless otherwise agreed in writing, the place of performance for Optimuse's Contractual Services shall be its registered office.
21. White labelling and individual branding
21.1. Optimuse may grant the Customer the option of visually customising the front end of the Platform (e.g. logo, colours) or operating it via a Customer-specific subdomain (e.g. www.customer.optimuse.com). The specific scope of services and the fee to be paid for this shall be agreed in the offer.
21.2. Regardless of the branding, Optimuse remains the sole technical and legal operator of the Platform. This does not constitute a contract between Optimuse and the Customer's end customers or Users.
21.3. 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 Platform or the underlying software.
21.4. 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. 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 Al services are operated on infrastructure within the European Union.
23. Final provisions
23.1. Legally relevant declarations and notifications to be made after conclusion of the Contract must be in writing to be effective, whereby it is agreed that emails also comply with this written form requirement.
23.2. Each Party shall bear any taxes, duties or fees arising from the contractual relationship. Amendments, supplements and subsidiary agreements to these GTC as agreed by the Parties must be made in writing (e-mail is sufficient) to be effective. This also applies to any agreement to deviate from this formal requirement. In the event of contradictions between these GTC and deviating written agreements between the Parties, the provisions of the deviating agreements shall take precedence.
23.3. Should individual provisions of these GTC be or become invalid, this shall not affect the remaining content of the GTC. The invalid provision shall be replaced by a valid provision that is legally valid and comes closest to the economic intent of the Parties.
23.4. Unless otherwise specified in these GTC, the provisions and rights arising from these GTC 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 GTC 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.