Terms & Conditions

1. Scope
1.1. These General Terms and Conditions (GTC) apply to all business relationships between the customer and EfficientIO GmbH and EfficientIO Corporate GmbH (office@efficientio.com) (“Efficientio”). The basis of the contract is the version of the General Terms and Conditions that is valid at the time the contract is concluded.
1.2. Deviating or supplementary general terms and conditions of the customer, even if Efficentio is aware of them, do not become part of the contract with the customer, unless Efficentio has expressly agreed to them in writing.

2. Conclusion of contract
2.1. Unless otherwise indicated, the offers sent to the customer by Efficentio are binding. Efficentio reserves the right to make technical and other formal changes within reasonable limits.
2.2. The basis for the conclusion of the contract is therefore only an offer from Efficentio that is explicitly marked as binding, in which the scope of services and the remuneration are recorded. Efficentio is bound to this for 14 days.
2.3. The contract comes into being through a written declaration of acceptance/order confirmation by the customer.
2.4. The customer declares that he is of legal age and has full legal capacity to place binding orders in his own name or through an authorized representative of a company or organization or on behalf of another representative.
2.5. If Efficentio wants to use the customer name for reference purposes, this requires the customer’s separate consent.

3. Scope of Services
Efficentio provides the following “Services”:
3.1. Software-as-a-Service solution
3.1.1. For the duration of the contract, Efficentio provides the customer with a cloud-based all-in-one energy management system (“tool”) as a software-as-a-service solution on the agreed terms. The tool is used for data storage, monitoring, control and optimization of energy production. Efficentio also provides the customer with the appropriate storage space for this purpose. The customer confirms that they are familiar with the scope, the functionalities and the performance of the tool. There are no assurances of certain functionalities that are explicitly stated in the contract.
The parties mutually understand that the tool is not a critical application. Efficentio will therefore make commercially reasonable efforts to make the tool available during normal business hours. However, technical reasons such as platform upgrades or dependencies on third-party infrastructure and services can lead to temporary failures, longer interruptions and planned and unplanned maintenance work. Efficentio will inform the customer – if possible – in good time and announce the expected duration of the non-availability. Efficentio therefore does not guarantee unlimited availability of the tool, not even during the basic operating hours.

3.1.2. Efficentio has the right and the customer hereby expressly authorizes Efficentio to block the customer’s access to services if the security of the network operation, the maintenance of the network integrity, in particular the avoidance of serious disruptions to the network, the software or stored data require this, the customer does not comply with the terms of payment or violates Section 4 and/or Section 6 of the General Terms and Conditions. These cases are also exceptions to network availability according to section 3.2.3 of the GTC. In such cases, Efficentio will inform the customer as soon as possible. Efficentio may, at its own discretion, update and further develop the tool through updates and upgrades.
3.1.3. In this case, Efficentio will electronically inform the customer about updated versions and corresponding usage instructions and make them available accordingly.
3.1.4. Unless a separate agreement has been concluded on their use, these further developments are generally made available to the customer free of charge. The user is not entitled to updates, upgrades or changes to the tool.
3.1.5. Additional services, e.g. the development of customer-specific solutions or individual adjustments are explicitly not owed. This requires a separate agreement on Efficentio’s current hourly rates.
3.2. Technical support
3.2.1. The offer to provide SaaS solutions does not include technical support services or additional professional services without an explicit agreement. If technical support services are requested and used, they will be agreed separately with the customer, charged and provided in accordance with the following clauses 3.2.2 to 3.2.4. The valid prices can be requested from Efficentio. Migration, support, development and project services that are independent of technical services must be defined, offered and commissioned separately as professional services.
3.2.2. Technical support services are only provided accordingly and with reference to the ordered services. The specific scope of technical support services must be explicitly agreed in individual cases with a Service Level Agreement (SLA).
3.2.3. The following support services are available, which are provided by Efficentio according to an explicitly agreed SLA or, in the absence of one, at our own discretion according to “best effort”:
– Telephone support
– Email support
– Ticket system
– Remote support via remote desktop and VPN where available
– Monthly system check
3.2.4. The consistent and goal-oriented provision of IT service support by Efficentio is only possible with the appropriate cooperation of the customer. These cooperation obligations of the customer include:
– Clear information about the responsibilities, the responsibility and the appointed contact persons.
– Designation of responsible roles for the Efficentio services in use, for the entire IT infrastructure and for the peripheral systems
– Early information by the customer to Efficentio about forthcoming internal changes or events that may affect the service line.
– Reasonable availability of Customer representative(s) and their subject matter experts in resolving a service-related incident or request.
– Provision of the necessary remote support infrastructure (on the customer side).
– As precise as possible, event-related documentation of states of emergency and error messages (through written description, etc.) and transmission to Efficentio
– Timely information to Efficentio in the event of planned changes.
– Support for Efficentio in analyzing and correcting possible problems.
– Payment of all support costs in the agreed interval.
3.3. hardware components
3.3.1. If the customer authorizes efficentio to purchase third-party goods in the name and for the account of the customer, Efficentio will also supply the customer with selected hardware components (e.g. industrial PC + power supply unit, LTE router with data SIM card). In this case, the contract is concluded exclusively between the third-party supplier and the customer. The customer must assert his claims directly against the third-party supplier.

4. Rights to Use the Tool
4.1. Efficentio grants the customer the non-exclusive, non-transferrable and non-sublicensable right for the duration of the contract and on the basis of these GTC to use the tool to the extent necessary for the purposes provided for here.
4.2. In particular, the customer is not entitled to reproduce, distribute, sell, rent and otherwise use, edit or allow other third parties to use the tool and/or the underlying programming in whole or in part. In particular, it is also not permitted to use the knowledge and know-how gained from using the tool for other purposes and to use it to develop a comparable solution yourself or have it used by third parties.
4.3. The tool itself, ie its programming, texts, images, graphics as well as design, structure and the underlying source code may be subject to copyright and intellectual property protection. These elements may not be reproduced, distributed, made available, published or edited by the customer without express written consent.

5. Data Security
5.1. If data is transmitted to Efficentio, the customer makes separate backup copies. The customer is therefore fundamentally responsible for the back-up. The servers are only regularly backed up to the extent that this is expressly included in the respective offer. In the event of a loss of data, the customer must send the relevant data to Efficentio again free of charge. The customer must then carry out their own complete data backup before making any changes themselves or those commissioned by Efficentio. The customer can download his data in the Efficentio platform, e.g. to create his own backup.
5.2. For the building and industry solutions, Efficentio also offers various service packages to protect databases. The frequency of the backups and the duration of availability of the backup copies created by Efficentio differ depending on the data package selected by the customer.
5.3. The service packages according to Section 5.2 supplement the security measures taken by the customer himself, in particular the backup copies made by the customer (see Section 5.1). Efficentio does not assume any guarantee for the backup of the data stored on its server and draws its customers’ attention to the fact that the data is backed up at different times and at different intervals depending on the type of data or the service package selected by the customer. A possible loss of data in individual cases can therefore not be ruled out. In exceptional cases, it is also possible that Efficentio cannot backup or restore data for a few hours or days for technical reasons, e.g. due to maintenance work, system malfunctions or the need to replace parts of the server infrastructure. In any case, volatile data is not backed up, but regularly deleted.
5.4. The customer receives a username and a password for his account. He is obliged to treat this confidentially. In the event of suspicion, the customer must request a new password. If the customer becomes aware that the password is known to unauthorized third parties, he must inform Efficentio of this immediately. If third parties use Efficentio services through misuse of the customer’s passwords, the customer is liable to Efficentio for all costs of such services and damages in accordance with Section 8 of these GTC.

6. Privacy and Confidentiality
6.1. Efficentio processes the personal data of the customer and his employees in accordance with the relevant data protection regulations.
6.2. Efficentio is to be qualified as a data protection processor when providing the tool and processing the customer’s data. The parties therefore conclude a processor agreement.
6.3. Efficentio and the customer mutually undertake to maintain the confidentiality of all information and data that is not generally known, in particular business and trade secrets, personal data and other documents, communications and information that become accessible to them during the preparation and execution of the contract and that are used for the execution Oblige employees to data secrecy and confidentiality in accordance with applicable laws, unless they are already generally required to act accordingly. This obligation remains unrestricted even after the end of the contract.

7. Warranty and Liability
7.1. The tool is provided “as is” as viewed and demonstrated. Efficentio therefore makes no warranty or guarantee that the tool will be fully functional at all times, free of errors and without interruptions, or that it will have certain functions.
7.2. Any defects in Efficentio’s services must be reported in writing by the customer immediately, but at the latest within three (3) working days of the defect becoming apparent, together with a specific description of the type of defect.
7.3. Efficentio is responsible for choosing the means and the legal remedy for eliminating a defect that has been reported in good time. If the customer has not reported any defects within the notification period, all claims for warranty, avoidance of error or compensation for damages due to defectiveness are void. In any case, warranty claims expire no later than one year after the tool has been made available.
7.4. Any defects in the provision of services by Efficentio must be proven by the customer. The assumption of § 924 ABGB is excluded.
7.5. Warranty claims are excluded if the tool is not used as agreed.
7.6. Except in the case of personal injury, death or within the scope of the Product Liability Act, Efficentio is only liable for damage caused by Efficentio and vicarious agents through gross negligence or willful misconduct. Liability for damage caused by slight negligence is excluded. The customer is responsible for proving that damage was caused intentionally or through gross negligence.
7.7. Efficentio’s liability for damages that are not typical for the contract, consequential damages, in particular lost profits and savings and pure financial losses, is excluded – except in the case of intent. In addition, Efficientio’s liability for damage caused by technical defects beyond Efficientio’s control is excluded.
7.8. Customer claims become statute-barred within one year from knowledge of the damage and the damaging party.
7.9. If the customer or a third party violates the obligations specified in the GTC by means of services obtained from Efficentio, he shall be liable to Efficentio for all direct and indirect damages resulting therefrom. The customer then undertakes to release Efficentio from any third-party claims. The obligation to indemnify also includes all legal costs such as court and attorney fees.

8. Intellectual Property
The customer may only use services, materials and documentation from Efficentio to the extent specified in the contract. Insofar as the customer is not expressly granted rights to this, Efficentio is entitled to all rights.

9. Terms of Payment
9.1. The customer must pay the contractually agreed usage fees.
9.2. The fees will be billed to the customer in rotation with the respectively agreed minimum contract period. The invoice is due for payment by the due date stated on the invoice form. Payment is only possible by bank transfer to the specified bank account.
9.3. If any payment deadlines that have been granted are exceeded, Efficentio is entitled to demand default interest of 9.2 percentage points above the base interest rate. Furthermore, the customer undertakes to bear all costs and expenses associated with the collection of the claim (collection fees and other costs necessary for appropriate legal prosecution).
9.4. If the customer is in arrears with the payment despite setting a reasonable grace period of at least two (2) weeks, Efficentio is entitled to block the customer’s account.
9.5. Invoices are sent to the customer by e-mail as an attachment. If the customer requests delivery by letter, Efficentio is entitled to charge an appropriate processing fee. In the event of retrospective changes to the invoice through no fault of Efficentio, the customer may be charged a reasonable processing fee.
9.6. The customer can only offset against Efficentio’s claims if his counterclaims have been legally established or recognized by Efficentio.
9.7. All agreed fees are subject to an annual value assurance carried out by Efficentio in accordance with the increase in the consumer price index (CPI) published by Statistics Austria.

10. Taxes
10.1. The prices of all Efficentio services are exclusive of applicable value-added sales or similar taxes.
10.2. Customer is responsible for paying any applicable value added, sales and other taxes and duties. If Efficentio has a legal obligation to collect taxes or duties for which Customer is responsible, Efficentio will invoice them and Customer will be obliged to pay them unless Efficentio provides Efficentio with a valid, written exception confirmation from the relevant tax authority.

11. Term and Termination
11.1. Unless otherwise contractually agreed, contracts are concluded for an indefinite period.
11.2. If no fixed term or a minimum term has been agreed, or if the terms of the contract entitle Efficentio otherwise, a contract can be terminated by either party with a notice period of 30 days to the end of the month without giving reasons. Cancellation can be made by letter, email or via the secure online administration area.
11.3. Efficentio is also entitled to terminate a contractual relationship for good cause without observing a notice period. An important reason exists in particular if
a) the customer is in arrears with the payment of the services despite a warning and the setting of a reasonable grace period of 14 days,
b) the customer violates Section 6 of the GTC or impairs the security of Efficentio’s infrastructure,
c) the customer violates contractual provisions (including the usage guidelines), misuses services for illegal purposes, makes illegal content accessible or if Efficentio’s reputation is threatened,
d) a sub-processor is required for the provision of the services and the customer does not give his consent,
e) Efficentio is legally, judicially or officially obliged to discontinue or significantly restrict the services.
12. Deletion of Data
12.1. Efficentio will delete all personal or company-related data of the customer after the end of the contract.

13. Transfer of Rights
The transfer of contractual rights by the customer to another person requires the prior written consent of Efficentio. Such a transfer must be made in writing. Written declarations within the meaning of these GTC are letters sent by e-mail or post.

14. Severability Clause
Should one or more provisions of the General Terms and Conditions be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision is to be replaced by a corresponding valid regulation that comes closest to the economic purpose of the invalid or unenforceable clause.

15. Governing Law and Jurisdiction
15.1. These GTC are exclusively subject to the substantive law of the Republic of Austria to the exclusion of the UN Sales Convention. Conflict of law rules do not apply.
15.2. The exclusive place of jurisdiction for all disputes arising from and in connection with these GTC is the court with local and material jurisdiction for 1010 Vienna.