Terms & Conditions
1. Scope of Application
The following General Terms and Conditions apply to all contracts and services rendered between and/or by Techraise. One products and Techraise services (hereinafter collectively “Techraise”). These General Terms and Conditions constitute a material part of each agreement unless expressly agreed otherwise in writing.
These General Terms and Conditions apply to any future business transaction between Techraise and the customer, even without express reference thereto.
Differing regulations in services agreements, price lists, special contract conditions for Techraise Services shall have priority to these General Terms and Conditions.
When using the Techraise Services the customer unconditionally agrees and accepts these General Terms and Conditions. Any deviating terms and conditions of the customer as well as any deviations and/or amendments to these General Terms and Conditions shall only become part of the agreement if they have been expressly acknowledged by Techraise writing (email is sufficient). These General Terms and Conditions shall also apply exclusively if Techraise has not explicitly objected any contrary terms and conditions.
Techraise reserves the right to modify these General Terms and Conditions with effect for the future at any time. In this case, Techraise will notify the customer of these changes. The changes shall be deemed to be accepted if the customer does not object within three (3) weeks after receipt of the amendment notification. Techraise will inform the customer in its amendment notification about the customer’s right to object and the effects of a lack of objection. If the customer rejects the changes, Techraise has the right to terminate the contract and services rendered between and/or by Techraise and the objecting customer.
2. Offer and Conclusion of a Contract
Offers by Techraise are conditional and non-binding and subject to change as long as they are not explicitly referred to as unconditional and/or binding.
By ordering Techraise Services the customer is making a binding contract offer. The customer is bound to the offer for a period of two (2) weeks after quotation. Techraise shall not be obliged to accept such offer by the customer and is entitled to reject such offer without stating reasons.
The contract between Techraise and the customer is either concluded upon signature of an individual customer’s Order (“Insertion Order”) by Techraise and the customer, or online via Techraise’s online portal by using the respective order form within the web application, or by delivering or performing of Techraise Services by Techraise towards the customer.
2.3.1 Insertion Order
In order to conclude a contract by means of an Insertion Order, the customer must send the signed Insertion Order to Techraise by fax or by email for acceptance by Techraise. Techraise shall not obliged to accept such offer by the customer and is entitled to reject such offer without stating reasons.
2.3.2 Web Application
In order to conclude a contract online via Techraise’s online portal (“Techraise Self Service Portal”), the customer must register itself online with Techraise. The registration needs to be confirmed by Techraise by sending a confirmation email or a direct contact by phone, each by using the respective contact details (email address / phone number) that was provided by the customer. A right to claim registration does not exist; Techraise expressly reserves the right to reject a registration without stating reasons. The customer’s Techraise user account will be activated by the user by clicking on the activation link. The user account is non-transferable. The customer must keep the password secret and protect it against any wrongful use by unauthorized third parties.
The customer can order Techraise’s products and services via its user account. Techraise offers subscriptions for its TechraiseServices. The details for subscriptions can be found in the customer’s account or the Insertion Order.
Unless otherwise provided in the applicable Insertion Order or order form, Techraise Services are purchased as subscriptions. Subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and any added subscriptions will terminate on the same date as the underlying subscriptions. To order a subscription, the customer must click on the button “Buy” (or any similar or synonymous expression) or sign the provided Insertion Order in order to make a binding offer to order the Techraise Services. Techraise will confirm the receipt of such order via email. However, such confirmation does not constitute an acceptance of the offer. The contract between the customer and Techraise will be concluded by Techraise’s acceptance of the customer’s offer in writing, via email or by making the Techraise Services available. Techraise is not obliged to accept the customer’s offer.
2.4.2 Usage Limits
Techraise Services are subject to usage limits, including, for example, the quantities specified in the Insertion Order or order form, unless otherwise specified or agreed. Techraise Service may not be active for more than the respective usage limit. If the customer exceeds a contractual usage limit, Techraise will charge additional quantities accordingly.
2.4.3 Free Trial
Techraise might offer a free trial period to new customers. The free trial period is available only once to any one customer. Length of the free trial will be communicated by Techraise. The detailed terms for such free trial are available in the customer’s account. If the new customer does not order Techraise Services within the communicated trial period against payment, he will not be entitled to continue the use of the Techraise Services after the expiration of the free trial period. The customer is aware that contractual declarations (e.g. confirmation emails, amendments to the General Terms and Conditions as well as other notifications) may be sent via email. They are deemed to have been received when they can be retrieved in the email inbox which was specified by the user during the registration under normal circumstances.
3. Techraise Services
With its Techraise Services, Techraise offers the customer online and software based products and services.
Techraise Services are exclusively offered to business customers. The customer represents and warrants that he will use Techraise Services exclusively and explicitly within his commercial and/or freelance professional activity. In case of a breach of this representation and warranty Techraise is entitled to suspend the Techraise Services and to terminate the contract with the customer without notice and with immediate effect.
The particular specifications of TechraiseServices are defined in the respective service and product descriptions, special contract conditions, individual subjects of performance and/or services, order forms and/or price lists in effect at the time the contract was concluded. Techraise reserves the right to make technical changes and improvements to its products and services within a reasonable scope.
Techraise is entitled to carry out its services either fully or partially in English.
Techraise is entitled to use third parties (e.g. subcontractors, freelancer) as vicarious agents in order to carry out and/or fulfil all or part of its contractual obligations.
4. Availability, Changes of Services
Unless expressly specified Techraise offers its services on the basis of what is currently technically, economically and operationally possible and/or reasonable.
The customer accepts that uninterrupted availability of the Techraise Services is technically not possible and cannot be reasonably guaranteed. The Techraise Services shall be available at least 99,9% of the annual mean. Hereof excluded are times during which Techraise Services may be interrupted or disrupted by circumstances beyond Techraise’s area of responsibility, including but not limited to acts of third parties that do not act on Techraise’s behalf, technical conditions of the internet that Techraise cannot influence or force majeure of for maintenance services. If such circumstances interfere with the availability or functionality of the services provided by Techraise, this has no effect on the contractual conformity of the services provided by Techraise.
Techraise shall notify the customer about planned downtimes or restrictions on the availability of the Techraise Services within a reasonable period of time. No claims whatsoever against Techraise can be derived therefrom.
In case of unforeseen events, Techraise is entitled to suspend the Techraise Services for maintenance or repair purposes if this is necessary to ensure the proper operation of the Techraise Services.
Under consideration of the entitled interest of the customer, Techraise reserve the right to change or to alter, limit or discontinue Techraise Services in particular if this is reasonably necessary to prevent abuse of Techraise Services or to comply with legal requirements. Techraise shall notify the customer of any such measure with a notice period of three (3) weeks. In such event, the customer is entitled to request a price adjustment or to terminate the contract, provided that contractual use of the Techraise Services is significantly impaired. Techraise is entitled at any time without obligation to notify the customer to improve, adjust, extend and/or to adapt the Techraise Services to the technical progress provided that the identity of the Techraise Services are being maintained.
5. Customer's Rights and Obligations
The customer is entitled to use the Techraise Services and the software provided by Techraise only to the extent described hereafter.
The customer agrees to keep the passwords and login data provided by Techraise for access to the Techraise Services confidential and to inform Techraise immediately as soon as the customer becomes aware of unauthorized third parties gaining access to these passwords. If, due to the customer’s fault, unauthorized third parties use any services provided by Techraise by using the passwords, the customer is liable to Techraise for usage fees and damages.
The customer shall not make the software provided by Techraise available to any third parties. In addition, the customer shall not:
Modify, translate, reverse engineer, decompile, disassemble or otherwise create derivative works from the Techraise software or documentation. One for a fee based on the current price list upon request;
Transfer, lend, rent, lease, distribute the software provided by Techraise or the Techraise Services, or use them for providing services to a third party, or grant any rights in and to the Techraise software or documentation to a third party in any form, without Techraise’s express prior written and unless all respective fees have been paid and all of Techraise’s other conditions have been met;
Or remove, modify or make illegible the labels, markers or designations regarding copyrights and other intellectual property rights of the Techraise software or documentation.
If Techraise has protected its Techraise Services by technical means (e.g. security codes, firewalls, etc.), the customer is not allowed to circumvent or remove such security measures.
The customer is obliged to protect its own data by taking appropriate measures and by regularly making backups of its data.
The customer must follow Techraise’s instructions as well as the protocols and specifications as requested by Techraise with regard to the telecommunication/data transmission.
Upon receipt of the Techraise Services, the customer is obliged to immediately notify Techraise of any obvious defects in writing whereas timely dispatch shall suffice to keep the term. The customer will provide Techraise with all documents necessary for the analysis and debugging attempts and will provide Techraise with access to the customer’s servers, if necessary.
The customer confirms, represents and warrants that all personal as well as other relevant contractual information provided by the customer during the conclusion of the contract is true, complete and correct. The customer is responsible for any disadvantages or damages incurred as a result of providing false, incorrect, incomplete or outdated information. The customer is obliged to promptly inform Techraise about any changes to this data and/or to update altered data in its user account. In the event of a culpable breach of this obligation, Techraise is entitled to suspend the Techraise Services upon giving prior notice.
6. Fees, Payment
The fees for the Techraise Services that the customer makes use of are set out in the applicable Insertion Orders/order forms and/or Techraise’s current valid price lists. All fees are regarded as in USD, unless another currency is explicitly agreed. Unless explicitly stated otherwise, all fees are quoted exclusive of the statutory value-added tax (VAT) applicable at the time. Techraise will invoice the customer in advance and otherwise in accordance with the relevant order form or Insertion Order. If the customer places an order via its customer account in the Techraise Self Service Portal, Techraise accepts the payment methods as shown in the customer account (e.g. payment by credit cards). When paying by credit card, the credit card on file will be charged with the amount as indicated in the agreed order.
Invoices will be sent to the customer via mail or in electronic form, unless expressly agreed otherwise.
The payment of invoices shall be due within 14 days of the invoice date, unless stated differently in the applicable order form or Insertion Order. In the event of the customer’s default of payment, Techraise is allowed to charge default charges up to USD 10,00 for every invoice outstanding when due as well as default interest in accordance with the statutory provisions. Techraisereserves the right to prove and assert greater damages due to default. If the customer’s payments are considerably delayed, Techraise reserves the right to suspend the provision of any further services, in particular the customer’s access to the Techraise Services, at the expense of the customer until all due payments have been made. In the event of suspended services, the customer is nevertheless obliged to pay the agreed fees. After having set the customer a reasonable deadline and expiration of that deadline, Techraise has the right to terminate the agreement with immediate effect. In case of returned direct debits or unpaid checks, the customer shall reimburse Techraise for the costs incurred to the extent that the customer was responsible for the event given rise to these costs. Further claims and rights to which Techraise may be entitled in this respect shall remain unaffected. Even if the customer does not use the provided Techraise Services, the customer is still obliged to pay the agreed fees.
As long as Techraise carries out its Techraise Services in the course of a continuing obligation, Techraise is entitled to change its fees at any time with a six (6) week notice to the beginning of each calendar month unilaterally via written statement (email is sufficient) to the customer. If such changes exceed 10% of the invoice value of the Techraise Services provided within the current contact period, the customer has the right to terminate the contract within four (4) weeks from the declaration of fee increase. In case the customer terminates the contract, Talon.One is entitled to decide by its own discretion whether the proposed increase should be revoked. If the customer does not terminate the contract in due timely manner, the higher fees are agreed to be applicable.
Any complaints relating to an invoice must be submitted to Techraise in writing or by email to firstname.lastname@example.org within four (4) weeks upon receipt of the respective invoice. If no such complaint has been made within four (4) weeks upon receipt of invoice, the invoice is deemed to be accepted. Techraise will inform the customer in the invoice about the consequences of failing to submit a timely complaint.
7. Grant of Rights, Ownership, Third Party Rights
Upon conclusion of the agreement, Techraise grants the customer the simple and non-exclusive, non-transferable and non-sub licensable right to use the Techraise Services during the term of the agreement, insofar as this is necessary to use the Techraise Services according to the respective Insertion Order or the respective order placed via the Self Service portal. The right of use shall expire with the termination of the contract for whatsoever reason.
Techraise shall retain all intellectual property rights as well as any other property rights in and to the Techraise software, the Techraise Services as well as other services that are provided under this contract, including source codes, databases, hardware and/or any other material (e.g. documentations, developments, functions, report templates, preparatory material, etc.).
The customer undertakes to not violate any applicable laws, in particular third party rights (e.g. copyrights, personality rights, intellectual property rights) or the terms of this agreement while using the Techraise Services. Insofar, the customer shall indemnify and hold Techraise harmless from any and all third party claims (including but not limited to all costs and expenses, incl. reasonable attorney’s fees) that are being asserted against Techraise upon first request.
Unless otherwise agreed between the parties, Techraise is entitled to refer to the collaboration with the customer and the contractual product and to depict the Customer’s logo for self-promotional purposes.
8. Liability, Limitation of Liability
Techraise shall be responsible that the Techraise Services correspond to their intended use. Techraise does not assume any liability for any damages resulting from a usage other than the intended use. The same applies to any damages resulting from a usage that is not in accordance with Techraise’s instructions and recommendations or any other unauthorized usage.
Techraise does not assume any liability for any disturbances, limitations, interruptions or disruptions of the Techraise Services which are caused by circumstances beyond Techraise’s area of responsibility.
Techraise shall be liable for any damages which can be attributed to a wilful or gross negligent violation of a duty by Techraise, its legal representatives or employees, as a result of grave organizational neglect or which are based on defects of a warranted quality of the Techraise Services, pursuant to the statutory provisions. This limitation shall not apply to any damages resulting from injury of life, body or health.
In the event of gross negligence, Techraise shall be liable for typical and foreseeable damage.