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Terms and Conditions

// General Terms and Conditions of ROARK GmbH for B2B SaaS services, including scope, term, liability and data protection.

I. Scope

  1. These General Terms and Conditions (GTC) apply to all contracts between ROARK GmbH ("ROARK") and its customers regarding software-as-a-service ("SaaS") services.
  2. These GTC apply exclusively to entrepreneurs within the meaning of Section 1 Austrian Commercial Code (UGB). They do not apply to consumers.
  3. Deviating or supplementary terms of the customer apply only if ROARK has expressly agreed to them in text form.

II. Subject matter and service scope

  1. ROARK provides the SaaS functions defined in the offer, service description or order flow via the internet.
  2. The exact feature scope, usage limits, service windows and optional add-ons are defined in the contractual documents.
  3. ROARK may use affiliated infrastructure and hosting providers for technical service delivery.

III. Accounts, access and customer obligations

  1. The customer is responsible for lawful use of the SaaS and for administration of customer-side user accounts.
  2. Access credentials must be kept confidential and protected against unauthorized access.
  3. The customer must ensure that submitted data and content do not infringe third-party rights and are not unlawful.
  4. The customer must report known security incidents or misuse to ROARK without undue delay.

IV. Availability, maintenance and support

  1. ROARK provides the services with industry-standard care and appropriate security measures.
  2. Planned maintenance windows and technically required updates are permitted where necessary for operation, security or quality.
  3. Binding service levels apply only where expressly agreed in an individual contract.

V. Prices and payment

  1. Fees, billing intervals and payment due dates are defined in the applicable offer or order flow.
  2. Unless agreed otherwise, invoices are due within 14 days from invoice date without deduction.
  3. In case of late payment, ROARK may charge statutory default interest and, after prior notice, reasonably limit service access.

VI. Term, renewal and termination

  1. Contract term and notice periods are governed by the individual offer or contract.
  2. Unless agreed otherwise, either party may terminate the contract in text form with 30 days' notice to the end of a calendar month.
  3. The right to terminate for cause remains unaffected.
  4. Cause for termination by ROARK exists in particular where
  • the customer remains in material payment default despite reminder,
  • the SaaS is used unlawfully, or
  • material security risks are caused by the customer environment or use.

VII. Usage rights and intellectual property

  1. For the contract term, the customer receives a non-exclusive, non-transferable right to use the SaaS in accordance with the contract.
  2. All rights to the software, technical concepts and other ROARK work results remain with ROARK unless expressly agreed otherwise.

VIII. Confidentiality

  1. Both parties shall keep confidential information of the other party secret and use it only for contract performance.
  2. This obligation continues after termination of the contract.

IX. Data protection and data processing agreement

  1. Where ROARK processes personal data on behalf of the customer in connection with the SaaS, this is done under a separate data processing agreement pursuant to Art. 28 GDPR.
  2. The customer remains controller for customer content data where legally applicable.
  3. A DPA template is available at DPA / AVV.

X. Liability

  1. ROARK has unlimited liability in cases of intent, gross negligence, personal injury and where liability is mandatory by law.
  2. In cases of slight negligence regarding essential contractual obligations, ROARK's liability is limited to typical, foreseeable damage.
  3. In the cases of paragraph 2, liability is capped at the net fees paid by the customer in the 12 months preceding the damaging event.
  4. To the extent permitted by law, liability for loss of profit, indirect damage and consequential damage is excluded.

XI. Force majeure

  1. Neither party is liable for non-performance caused by force majeure events.
  2. The affected party shall inform the other party without undue delay about the start and expected duration of such event.

XII. Changes to these GTC

  1. ROARK may amend these GTC with future effect where the amendment is reasonable for the customer and does not unreasonably shift core contractual balances.
  2. ROARK will inform customers in text form in due time before changes take effect.

XIII. Final provisions

  1. Austrian law applies, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
  2. Place of performance is Vienna.
  3. To the extent permitted by law, the exclusive place of jurisdiction is the competent court in Vienna.