General Terms and Conditions

 

Testify GmbH
Gewerbepark Urfahr 6+8
4040 Linz 
FN 474598p

 

 

SUBSCRIPTION

  1. Testify is the manufacturer of the software "Testify" and provides it to its users via a cloud service ("software as-a-service" or "SaaS"). The regular use of Testify as SaaS is carried out within the framework of a subscription, in which usage fees are regularly paid to the manufacturer. In return, the user receives a specific amount of users.
  2. The subscription starts on the 1st of the following month after signing the contract. 

 

 

USE OF PROGRAM FUNCTIONS

  1. The user is entitled to use any function of the software without restriction. All costs are covered by our user-based billing.
  2. The manufacturer reserves the right to supplement the  system with individual functions that are particularly complex in the creation or operation. In this case, the user is informed in writing ahead of time before the introduction of such a new function. The user is not obliged to use such additional functions.

 

BILLING

  1. By means of this agreement, the user concludes an unlimited subscription of Testify. The Use is only limited to the amount of Users in Testify.
  2. The billing period is up to 10 calendar days before the beginning of a new payment period.
  3. In the case of monthly settlement, the parties agree on a payment term of 10 calendar days. In the case of annual billing, 30 calendar days are agreed as the payment target.
  4. The user agrees to the electronic transmission of invoices in the form of PDF files. For this purpose, the user will provide an e-mail address to which the manufacturer's invoices may be sent as an attachment.
  5. Payments are made without any deductions.

 

 

CANCELATION

  1. An ordinary cancellation of the subscription is possible at any time, in which the cancelation must be done in writing at the latest 15 business days before the beginning of the next payment period. The last day of the availability by the manufacturer and the payment obligation of the user is then the last day of the respective current payment period. If no termination occurs, the subscription is automatically extended by a further payment period.
  2. An extraordinary right of termination exists for the user only in certain cases, namely, if
      • Bankruptcy is opened; or
      • The manufacturer does repeatedly not provide the software within the agreed service level.
  3. An extraordinary right of termination exists for the manufacturer only in certain cases, in particular, if
      • Bankruptcy is opened; or
      • The user is repeatedly in default of payment.
  4. After expiration of the subscription, the software is made available to the user free of charge for another 30 days. The software is limited by the manufacturer so that no more records can be added or changed. Existing data can be read by the user and exported or saved for future use. After this extension period, the manufacturer will completely delete the user's data within a further 30 days.

 

SOFTWARE-AS-A-SERVICE (SAAS)

  1. The manufacturer provides Testify in a SaaS model via the Internet. This includes the operation of all server components required for the software for the user.
  2. The manufacturer continues to develop Testify. The systems provided must therefore be regularly updated. Larger updates with significantly modified features will be announced at least two weeks prior to the update and will be made available to the user for testing. In future Testify program versions, the user will be able to decide, within a limited framework of several weeks, about the time of updating his system. This function is not yet available.
  3. In order to use the software, web-enabled web browsers can be used on PC systems. Special applications are provided for mobile devices. At the user's request, the manufacturer shall provide a current list of compatible device classes.
  4. The user is solely responsible for the proper functioning of terminals and their connectivity to the Internet.
  5. All Testify server components are run on computing systems from specialized cloud service providers ("Provider"). The manufacturer undertakes to provide data from users
      • Germany and Austria in one of the two countries
      • other European countries in an EU country
      • other countries in geographically appropriate data centers. In order to secure data and ensure round-the-clock operation, the manufacturer is allowed to keep copies of the data of the customer georedundant at other locations of the provider.
  6. The manufacturer commits himself to the utmost care in the selection of possible providers and will pay attention to certified safety precautions. At any time, the user is entitled to receive information on the provider and the data center location stored and processed.
  7. Upon completion of the subscription, the user is provided with a user ID and an initial password for Administrator access for Testify. The user is responsible for keeping logging data secure. Security incidents, such as a possible abuse of your registration data, must be immediately communicated to Testify Support. 

SERVICE LEVEL

  1. The manufacturer shall provide the user with free support. Support requests can only be sent by e-mail to support@testify.io. The manufacturer will try to assist the user in solving the problem using the best-effort principle.
  2. The user will ensure that only key user support requests made by themselves will be directed to the manufacturer.
  3. Testify operates on a data processing system that enables 24/7 operation.
  4. Maintenance work on production systems is carried out exclusively between 10 pm and 4 am (short: "maintenance period") and is disclosed priorly when possible.
  5. In very urgent cases, work on the server software may also be necessary outside of the normal maintenance period and be carried out accordingly.
  6. The manufacturer is only able to guarantee the maximum availability of the SaaS services, which is guaranteed by the provider per the usage regulations. The manufacturer does not assume responsibility for failure to comply with the service level commitments of the provider.
  7. Any demo systems, preview systems, etc., which are not explicitly intended for the user's use of the product, are not included in the "productive system". The manufacturer voluntarily provides said systems for test purposes. Specific functionality or availability is therefore not allowed.
  8. The manufacturer is liable for restrictions or impairments of the SaaS service only if they have caused due to gross negligence.
  9. The user may conclude a separate service-level agreement with the manufacturer, adding the above terms. Such an agreement shall in any event be made in writing.

 

OTHER AGREEMENTS

  1. Prices agreed about the subscription are insured. The manufacturer adjusts the prices in January of annually by the respective inflation rate. The selection of the appropriate index value (e.g. CPI, HICP, collective wage increases, etc.) is the manufacturers responsibility and is automatically adjusted.
  2. Agreements under this Agreement shall prevail over unilateral declarations by the manufacturer in price lists or other documents.
  3. Prices for services, support, hardware, etc. can be taken from the respective price list.
  4. The user authorizes the manufacturer to write a general project description and agrees to appear as a customer reference, including any company logos, on sales documents and the manufacturer's web pages.
  5. If the manufacturer transfers ownership rights or extensive distribution rights of the software Testify to a third party, the user agrees to the fact that all pledges against the manufacturer automatically exist against the new owner. Under the condition that the new owner accepts all rights and obligations from this agreement without any changes. The parties agree that a new owner or sales partner will completely replace the manufacturer. A change in the ownership of Testify does not trigger any extraordinary right of termination.
  1. All disputes arising from the execution of this contract shall be settled in the representative court in Linz/ Upper Austria.