General Terms and Conditions
of Business and Use
As of October 2023
Business address: Schlossallee 7, 5412 Puch bei Hallein, Austria
Register Court: Landesgericht Salzburg
Company Registration Number: FN496308s
Represented by: Sophie Bolzer, MSc.
1.1. These General Terms and Conditions of Business and Use (hereinafter referred to as "Terms and Conditions") apply to all paid, time-limited uses of software applications based on Software as a Service provided by Audvice GmbH, Schlossallee 7, 5412 Puch bei Hallein, Austria (hereinafter referred to as "Audvice," "we," or "us") by a customer.
1.2. The customer (hereinafter referred to as "customer," "you," or "yours") is a company that uses the software solution provided by Audvice for private podcasting.
1.3. The customer and Audvice may collectively be referred to as "the parties" hereinafter.
1.4. Any terms and conditions of the customer that deviate from these Terms and Conditions are expressly rejected. For the use of the Audvice software, only these Terms and Conditions and the agreements referred to herein shall apply. This also applies if the customer refers to its own terms and conditions in the context of an order or in any other documents, and Audvice does not expressly object in such cases.
1.5. Audvice offers a private podcasting platform that allows customers to create, share, manage and listen to podcasts in a private and secure space. The services provided by Audvice include access to the Audvice Mobile App and Audvice Web App.
1.6. These Terms and Conditions are intended to define the respective rights and obligations in the context of using Audvice.
The terms highlighted in bold below have the meanings stated below, regardless of whether they are used in the singular or plural.
"Order" refers to the written confirmation or signature of the offer concluded with the customer during the booking of the Audvice software, which includes details of the scope of services, price, and payment conditions.
„Audvice App“ refers to our application for mobile devices, available for download on the Apple App Store or Android Play Store.
„Audvice Web App“ refers to our web-based application, which is available through any browser via www.web.audvice.com.
“Audvice Applications“ refers to the Audvice App and the Audvice Web App. .
“Audio Library“ refers to the customer's private space within Audvice Applications.
"Customer Account" refers to the access to the Audvice Software through an individual account.
"User" refers to the respective natural person (e.g., employees, representatives, consultants, contractors, or authorized persons of the customer) who uses and works with the Audvice Applications.
"Trial Period" refers to the period during which Audvice voluntarily provides the customer with free access to Audvice Applications for trial use. The specific period may vary and will be indicated at the start of the trial period.
"Personal Data" refers to data as defined in Art. 4 No. 1 of the General Data Protection Regulation (GDPR).
"Contract" refers to all contract documents, consisting of the General Terms and Conditions of Business and Use, the Order, and any contract documents referenced therein.
"Contract Term" refers to the period from the initial conclusion of the contract (initial term) and all subsequent renewal terms of the contract.
3. CONCLUSION OF THE CONTRACT
3.1. The contract is concluded by accepting the order for Audvice Applications. By expressly or implicitly accepting the order from Audvice, you agree to be bound by the version of the Terms and Conditions that are in effect at the time of the respective offer. Legal entities must act through a natural person who has the authority to enter into contractual obligations on behalf of the respective legal entity.
3.2. The acceptance of the General Terms and Conditions is only valid when made in full and unconditionally. Conditional acceptance is considered ineffective. If you do not agree to the Terms and Conditions or the contract, you will not be granted access to Audvice Applications.
3.3. As a customer, you are responsible for ensuring that your users comply with the contractual obligations and you are liable to Audvice in this regard. You agree to actively cooperate with Audvice and, in particular, its employees to ensure the proper execution of the contract.
4. ORDERING AUDVICE PACKAGES
4.1. Access to Audvice Applications requires the ordering of a Audvice package.
4.1.1. Trial Period
(1) Audvice may provide Audvice Applications to first-time users free of charge for a trial period. The functionalities of Audvice Applications can be limited during this trial period.
(2) The use during the trial period is at your own risk.
(3) Audvice reserves the right to grant the authorization for free trial use at its own discretion and may refuse the customer, particularly in the case of repeated use of this function.
(4) Audvice assumes no liability in terms of warranty for the presence of specific features during the provision of the Audvice Applications for trial use.
(5) The free trial use and the customer's right to use the Audvice Applications during the trial period will automatically end upon the expiration of the trial period. Any content stored by the customer will be deleted after the trial period expires.
(6) If the customer wishes to continue using the Audvice Applications after the trial period, they must enter into a paid contract.
4.1.2. Audvice Packages
(1) Audvice offers various packages with different scopes. The individual Audvice packages and their corresponding components are send to potential customers per request. Additionally, Audvice creates customized Audvice packages for companies. Please contact us via our website, and we will send you the pre-made packages or develop a package tailored to your requirements.
(2) The offers made by Audvice are generally binding for 30 days from the date of issuance, unless stated otherwise in the order. If the customer does not accept the offer within this period, it loses its binding effect. To conclude an Audvice package, the customer must accept the corresponding order in written form or by signing it within the specified deadline.
(3) By accepting an order, the Terms and Conditions in their current version at the time of accepting the offer and concluding the contract are fully and unconditionally incorporated.
(4) If you wish to make changes and additions to the order (e.g., number of customer accounts, account extensions, additional services), a new offer must be created accordingly. The new offer will become effective at the agreed-upon time and replaces or expands the previous offer if accepted by you.
5. CUSTOMER ACCOUNT AND ACCESS
5.1. Access to Audvice Applications is exclusively online through the Audvice App and the Audvice Web App.During the contract term, Audvice grants the customer access to Audvice Applications through these channels.
5.2. The use of the services is as follows: The customer creates an online customer account at www.web.audvice.com by entering an email address and a password. Using their email address and password (hereinafter referred to as "login credentials' '), the customer can login and use the Audvice Applications. The customer is obligated to grant access to their customer account only to adult employees. The customer must keep the password confidential and protect it through appropriate measures. The customer is obliged to promptly notify Audvice if there is suspicion that the login credentials may have become known to unauthorized persons. Audvice is not responsible for misuse of the login credentials.
5.3. The customer is responsible for providing the necessary technical requirements for using Audvice Applications at their own expense. Access to Audvice Applications is only possible using an up-to-date browser such as Chrome, Firefox, or Safari.
5.4. The customer is obliged to check their own content for viruses or other malicious software before transmitting it to Audvice Application and to use virus protection programs in accordance with the state of the art.
5.5. The customer will indemnify Audvice immediately from all costs, claims, and disadvantages that third parties assert against Audvice due to a breach of these Terms and Conditions and/or the Usage Policy by the customer. Furthermore, the customer is obliged to reimburse Audvice for all costs arising from the infringement, in particular the costs of reasonable legal defense, including court and attorney's fees. This shall not apply if and to the extent that the customer proves that they are not responsible for the infringement.
6. USAGE RIGHTS
6.1. The customer is authorized to use Audvice Applications as provided by Audvice worldwide.
6.2. Audvice Applications may only be used by the customer and the number of users specified in the contract. Usage is limited to the customer's business purposes. Any further use is not permitted. In particular, the customer is not allowed to rent, lease, or allow a third party to use Audvice Applications for their own purposes.
6.3. Neither the customer nor individual users are allowed to make modifications to Audvice Applications or to decompile, disassemble, reverse engineer, or otherwise interfere with the program logic. Specifically, the customer is not allowed to modify the program code of the Audvice Applications or any parts thereof, nor to discover the source code in any other way, or create derivative works based on Audvice Applications. This does not apply in cases explicitly provided for by law in §§ 40e of the Austrian Copyright Act (UrhG). Therefore, the prohibition on making changes to the software does not apply to changes necessary for error correction, provided that the provider is in default of error correction, refuses to rectify the error, or is unable to do so due to the opening of insolvency proceedings.
7. OWNERSHIP AND WARRANTIES
7.1. Audio and Content
7.1.1. Audvice has no influence over the content created by the customer in the respective audio files. Audvice merely provides tools for audio creation, distribution and streaming
7.1.2. The customer guarantees that they only use content in Audvice Applications for which they have the necessary rights. This includes any audio files, images, logos, colours, or similar additional content provided and used by the customer. The customer will obtain any necessary authorizations and consents before using such content.
7.1.3. The customer is prohibited from recording, editing, or producing unlawful content using Audvice Applications.
8. CONTRACT TERM AND TERMINATION
8.1. Contract Term
8.1.1. The contract term is defined in the order. The contract term begins on the date specified in the order or, if no date is specified, on the date the contract becomes effective, which corresponds to the date of acceptance of the order by the customer, and applies for the period stated in the order ("Initial Term").
8.1.2. If no timely termination of the contract is made in accordance with Clause 8.2, the contract term will automatically and repeatedly extend after the expiration of the Initial Term for successive periods of the same length ("Renewal Term").
8.1.3. The contract will automatically terminate at the end of the current contract term upon termination.
8.1.4. Any partial contract term is payable in full.
8.2.1. After the expiration of the Initial Term and each Renewal Term, the customer may terminate the contract at any time by providing a written notice to Audvice. The termination of the contract must be addressed to the main contact specified in the order, either electronically or by a recognized postal service that provides proof of delivery and receipt.
8.2.2. The customer's termination is possible with a notice period of three (3) months, to expire at the end of the Initial Term or the Renewal Term.
8.2.3. Either party may terminate this contract at any time for good cause. Good cause exists for Audvice, in particular, if (i) the customer is in default of payment of the compensation or a significant portion thereof, amounting to two (2) monthly payments; (ii) the customer violates the agreed confidentiality obligations; (iii) the customer unauthorizedly transfers the Audvice Applications to a third party; (iv) the customer abuses or uses Audvice Applications for other unauthorized purposes; (v) there is a significant deterioration in the customer's financial circumstances or a threat thereof, jeopardizing the fulfillment of a payment obligation towards Audvice; (vi) the customer applies for the opening of insolvency proceedings or a comparable debt settlement procedure with respect to its assets; or (vii) the customer is insolvent or over-indebted within the meaning of insolvency law.
9. PAYMENT TERMS
9.1. Payment Deadlines
9.1.1. During the contractual relationship, the customer is obligated to pay the price agreed upon at the beginning of the contract, plus applicable statutory value-added tax and other statutory indirect taxes, for Audvice Applications, unless alternative payment terms have been explicitly established. Value-added tax will only be omitted if the conditions for tax exemption are met.
9.1.2. The price for the agreed Audvice package in the order will be invoiced by Audvice in advance for the entire Initial Term or Renewal Term, as applicable, at the beginning of each respective term.
9.1.3. The customer pays by invoice. Audvice will issue an invoice for the outstanding amounts. The invoice amounts are to be paid by the customer within 30 days of receipt of the invoice, by non-cash transfer to the account specified in the invoice. Discounts are not applicable.
9.1.4. Different payment terms may apply if agreed upon differently between the parties within the framework of the order.
9.2. Price Adjustment
9.2.1. Audvice may increase the price to be paid for the first time after a period of six (6) months, with a notice period of one (1) month prior to the start of the following month, if and to the extent that the costs incurred by Audvice for the proper performance of the contract have increased.
9.2.2. If the increase exceeds ten (10) % of the last valid price, the customer has the right to terminate the contractual relationship in writing within a period of four (4) weeks after receiving the announcement of the price adjustment, with the termination taking effect upon the implementation of the price adjustment. If the customer does not exercise their special termination right within four (4) weeks after receiving the announcement, their consent to the price adjustment is deemed to have been granted, and the price adjustment becomes part of the contract. Audvice will inform the customer of this special termination right and the consequences of not exercising it together with each announcement.
10. CONSEQUENCES OF CONTRACTUAL VIOLATION
10.1. If the customer violates the provisions of these terms and conditions or the contract, or breaches applicable laws and regulations, Audvice is entitled, after prior notification to the customer, to block the customer's access to Audvice Applications or suspend the services, provided that the violation can be remedied by such action. The blockage must be lifted as soon as the reason for the blockage no longer exists. If the customer continues to violate the provisions of these terms and conditions despite prior warning from Audvice, Audvice may terminate the contractual relationship without observing a notice period, unless the customer is not responsible for these violations. The right of Audvice to assert claims for damages remains unaffected.
10.2. Audvice is entitled to immediately block the customer's account if there is a reasonable suspicion that the content used by the customer in Audvice applications is unlawful and/or infringes upon the rights of third parties. A reasonable suspicion of illegality and/or infringement of third-party rights exists in particular when courts, authorities, and/or other third parties notify Audvice of such suspicion. In this case, Audvice will notify the customer of the blockage and the reasons for it. The blockage must be lifted as soon as the suspicion is refuted.
10.3. Blocking and/or deletion of the customer's account due to the aforementioned violations may be carried out during the contract term, without entitling the customer to any refund in this case.
11. CONSEQUENCES OF TERMINATION
11.1. Upon the expiration of the contract term, the customer's rights to use Audvice’s paid offerings shall cease.
11.2. Termination of the contractual relationship also entails the termination of the customer's account.
11.3. All data including the audio files stored by Audvice at that time will be deleted three (3) months after the termination of the contract. Upon request by the customer, the audio files created can be downloaded and handed over.
11.4. If Audvice terminates this agreement for good cause, the customer is obligated to promptly pay all outstanding and due fees up until the end of the billing period. In this case, the customer is not entitled to a refund of any fees already paid to Audvice.
12. AVAILABILITY, MAINTENANCE, AND DEVELOPMENT
12.1. The right to use Audvice Applications is subject to the recognized state of the art. Audvice aims for an availability of 99,5% of the time within a calendar year. This excludes maintenance work on the software and any outages caused by events outside of Audvice's control. This includes actions of third parties not acting on behalf of Audvice, technically uncontrollable conditions, force majeure, and other circumstances mentioned in section 13.4. The customer's hardware, software, and technical infrastructure may also affect the performance of Audvice applications. To the extent that such circumstances impact the availability or functionality of Audvice Applications, it does not affect the contractual compliance of the services provided.
12.2. Due to necessary maintenance work and improvements, it may happen that Audvice Applications or certain functions are temporarily unavailable. Audvice takes into account the legitimate interests of the customer by providing advance notice of planned maintenance and conducting it during periods when Audvice Applications are typically not used. In the event of unforeseen necessary maintenance work, it may not be possible to provide advance notice.
12.3. After the conclusion of the contract, Audvice reserves the right to make further developments and performance changes (e.g., using newer or different technologies, systems, procedures, or standards; collectively referred to as "performance changes") to the extent that they serve technical improvement and/or prove to be expedient on a case-by-case basis, and are reasonable for the customer. Changes within the meaning of section 12.1 are deemed reasonable for the customer, in particular, if they do not impair the quality of the service for the intended purpose as provided in the contract. If Audvice provides performance changes to the customer, they are also subject to the terms and conditions, unless they are the subject of a separate agreement. In the event of significant performance changes that cause substantial disadvantages for the customer, the customer has the right to terminate the contract without notice. In such cases, the customer must terminate the contract within two (2) weeks of receiving notification of the significant performance change.
13.1. The description of the Audvice Applications provided by Audvice at the time of contract formation, as specified in the order, is solely decisive for the quality of the Audvice Applications (hereinafter referred to as the "Description"). In the case of updates to Audvice Applications, the most recent version of the Description shall apply, particularly with regard to IT security. The Description is a mere specification of services and does not constitute a warranty. A warranty is only granted if expressly designated as such by Audvice prior to contract formation. No further quality is owed.
13.2. Audvice grants the customer, as well as authorized users, access to the Audvice Applications. Audvice does not warrant the secure, uninterrupted, or error-free operation of the customer's systems or their suitability for displaying and/or using Audvice Applications. In the event of any defects, Audvice will take the necessary measures to rectify the defects within a reasonable period.
13.3. Audvice does not warrant any errors in Audvice Applications that are caused by (i) customer application errors; (ii) virus infections or other external factors beyond the control of Audvice, such as fire, accidents, power outages, and other circumstances mentioned in section 13.4; (iii) the use of Audvice Applications in a manner other than described in sections 5.1 and 5.3, and/or errors resulting from hardware, operating system, and/or software applications of other manufacturers; or (iv) unauthorized modifications to Audvice Applications made by the customer or third parties.
13.4. Audvice is relieved of its obligation to perform if any of the following circumstances hinder Audvice’s performance: acts of war, lawful labor disputes, riots, hostilities, expropriations, sabotage acts, storms, floods, and other natural disasters, other cases of force majeure, as well as power, internet, or telecommunication outages not caused by Audvice, official regulations, pandemics, or other events beyond the reasonable control of Audvice, even if these circumstances occur with a subcontractor. Audvice will promptly notify the customer of the occurrence of such circumstances and take appropriate steps to mitigate the impact on the customers.
13.5. The customer must promptly report any defects to Audvice and provide replicable information on how and under what circumstances the error or defect occurs. The customer will actively assist Audvice in troubleshooting, including providing all necessary documentation and data required by Audvice for the analysis and rectification of the defect. If, after examining a defect complaint, it is determined that the error is not attributable to Audvice's responsibility, Audvice may invoice the customer for the costs of the examination. This does not apply if the customer, exercising due diligence, could not have recognized that the malfunction was not within Audvice's responsibility.
13.6. The provisions of this section 13 shall apply mutatis mutandis to legal defects.
14.1. The parties undertake to treat all information made accessible or transmitted to them in connection with the conclusion of the contract, which is marked as confidential or recognizable as the business or trade secret of the other party under the circumstances (hereinafter referred to as "confidential information"), as confidential and to use it only for the contractually agreed purposes. The parties are obligated to take appropriate technical and organizational measures to keep the confidential information confidential and protect it from unauthorized disclosure. All confidential information originating from Audvice may only be made available to those persons in the customer's own operation who need knowledge of the respective confidential information to fulfill the purpose of the contract and who are also bound to confidentiality. The respective confidential information remains the exclusive property of Audvice. Confidential information may not be recorded, stored, disclosed, exploited, reproduced, and/or made accessible to unauthorized persons without the prior written consent of Audvice. Upon request by Audvice, all confidential information originating from Audvice (including any copies or records made) must be promptly and completely returned to or destroyed by Audvice.
14.2. The confidentiality obligation does not apply where disclosure of confidential information is mandated by legal requirements, court orders, or governmental authorities.
14.3. If a party is obligated to make confidential information of the other party accessible to a public authority in the aforementioned sense, the other party must be promptly informed, preferably before the information is handed over to the public authority.
14.4. The rights and obligations of this "Confidentiality" section shall not be affected by the termination of this contract. Both parties are obligated to destroy confidential information of the other party upon termination of this contract, unless it has been properly consumed or is required to be retained by law.
15. REFERENCE ADVERTISING
15.1. Unless otherwise agreed Audvice may publish your name, company logo, trademarks, and service marks free of charge in any form and on any medium for internal and/or external advertising and communication purposes, and may mention you as a reference customer (hereinafter referred to as "Reference Advertising"). In particular, Audvice may add your name, company logo, trademarks, and service marks to customer lists, websites, social media accounts, and presentations of activities.
15.2. The customer grants Audvice all necessary rights for reference advertising and guarantees that the use of the name, company logo, trademarks, and service marks in accordance with sections 15.1 and 15.2 does not infringe any third-party rights. The customer is obligated to indemnify Audvice from any claims made by third parties due to the use of the customer's name, company logo, trademarks, and service marks in the context of reference advertising, and to promptly reimburse Audvice for all costs incurred in this regard, including reasonable legal defense costs, court fees, and attorney fees.
15.3. Reference advertising may take place during the contract term and for a period of up to 48 months after the end of the contract term. After this period, Audvice may not publish new reference advertising or reintroduce content containing reference advertising to the internet or refer to already published or displayed content containing reference advertising. However, Audvice is not obliged to remove previously published reference advertising from its own website, social media accounts, or presentations of activities in any medium or form after the expiration of this period. Any existing physical materials (e.g., printed materials) may be used until exhausted. If you wish to object to this use, please do so at the time of contract conclusion. Any work results, especially created videos, will not be published by Audvice.
15.4. Reference advertising is always excluded if it conflicts with the obvious interests of the customer. The customer also has the option to revoke reference advertising in writing with future effect, to the extent that this is justified considering the mutual interests. In such cases, Audvice will remove the reference advertising within a reasonable period. Any existing physical materials (e.g., printed materials) may be used until exhausted.
16.1. Audvice is liable without limitation for intent, gross negligence, as well as for culpable injury to life, body, or health.
16.2. Without prejudice to the cases of unlimited liability according to section 16.1 of these terms and conditions, Audvice's liability towards the customer for slight negligence is limited to the breach of material contractual obligations. Material contractual obligations are obligations whose fulfillment enables the proper execution of the contract in the first place, or whose violation endangers the achievement of the contract's purpose and on which the customer regularly relies. However, liability is limited to the foreseeable, typical damage that occurs at the time of contract conclusion. The foreseeable, typical damage arising from Audvice's breach of obligations corresponds to the amount of the fees paid by the customer for one contract year, unless the customer can demonstrate that a higher, typical damage has occurred. If the liability limit is not reached in one contract year, it will not be increased for the next contract year.
16.3. The above limitations of liability do not apply to liability under the Product Liability Act, under other mandatory statutory provisions, or within the scope of guarantees assumed by Audvice in writing.
16.4. Regardless of the nature of the claimed right, Audvice's liability beyond what is provided in this section 16 does not exist. This also applies to any customer's claim for compensation for lost profits or consequential damages. Furthermore, Audvice is not liable, in particular, for damages resulting from a breach of customer's contractual or cooperation obligations as contractually agreed or regulated in these terms and conditions, such as the failure to secure data in accordance with section 5.5 or the uploading of customer's own content that has not been checked for viruses or other malicious software as required by section 5.6.
16.5. This section 16 also applies to the benefit of employees, representatives, as well as organs and vicarious agents of Audvice.
17. AMENDMENT OF TERMS AND CONDITIONS
17.1. Audvice may update and modify these terms and conditions, either in whole or in part, if there is a valid reason to do so. Valid reasons may include changes in case law, market conditions, or other significant factors that affect the provision of Audvice's services and impact specific provisions of these terms and conditions. We will make changes to these terms and conditions only to the extent necessary due to the valid reason mentioned in section 17.1. When we update or modify these terms and conditions, the updated version will be published on www.audvice.com.
17.2. We will notify our customers of any changes to these terms and conditions six (6) weeks prior to the amendment and provide the amended terms and conditions in electronic form. If a customer does not object to the changes within this period, the respective changes will be deemed accepted. If a customer objects to the changes, the previous terms and conditions will continue to apply. In our notification about the changes to these terms and conditions, we will inform the customer about their right to object and the legal consequences of not exercising this right.
18. ASSUMPTION OF OBLIGATIONS BY THIRD PARTIES
18.1. Neither party is entitled to transfer the rights or obligations under this agreement to a third party without the written consent of the other party. However, Audvice may transfer the provision of services to companies affiliated with Audvice within the meaning of § 15 AktG without the customer's consent.
18.2. Audvice may also engage subcontractors to perform the services. Insofar as this involves the processing of personal data, the Privacy Information of the Audvice Applications applies.
18.3. Severability Clause
If any provision of these terms and conditions or any order is or becomes invalid under applicable law, the invalid provision shall be replaced by a valid and enforceable provision that most closely reflects the intent of the original provision from an economic perspective. The remaining provisions of this agreement shall continue to be in effect.
19. FINAL PROVISIONS
19.1. This Agreement shall be governed by and construed in accordance with the substantive laws of Austria. All disputes arising out of or in connection with the Agreement shall be resolved by courts of Salzburg.
19.2. In the event of a conflict between the terms and conditions and a specific order, the terms of the order shall take precedence.
19.3. The customer may only set off his own claims against payment claims of Audvice or withhold services owed to Audvice if his counterclaims are undisputed, legally established, or arise from the same contractual relationship with Audvice.