General Terms and Conditions

General Terms and Conditions

ReGuest GmbH with its registered office in 39012 Merano (Italy), Alois-Kuperion-Straße 34, hereinafter referred to as ReGuest, provides services and product sales exclusively on the basis of these General Terms and Conditions of Business, hereinafter referred to as GTC.
These GTC shall also apply to all subsequent future business relations with the respective client, even if they are not expressly agreed upon again.
Any conflicting terms and conditions of the client shall not become part of the contract, even without express objection, even in the case of delivery.
These terms and conditions are deemed to be accepted at the latest upon receipt or acceptance of the services or use of the products of ReGuest.
By signing these Terms and Conditions, previously signed Terms and Conditions are replaced without exception by virtue of these Terms and Conditions, even if the services already ordered have not yet been completed.
Any deviations from these terms and conditions must be made in writing.

Offer and Conclusion of Contract

Offers made by ReGuest are subject to change without notice, in particular with regard to prices, delivery periods and ancillary services.
The scope of the services provided by ReGuest is subject to change without notice.
The scope of the products to be delivered and services to be rendered by ReGuest is determined solely by the order confirmation, supplemented by these Terms and Conditions.
ReGuest reserves the right to take into account mandatory deviations from the offer documents or from the order confirmations due to legal and technical standards.

Duration of contract

Contracts concluded shall be valid for one year, unless otherwise agreed, and shall be tacitly renewed from year to year or for the term specified in the order confirmation, unless notice of termination is given in writing within one month before the due date.
In the event of premature termination of the contract by the Client, the Client undertakes to pay all expenses incurred and to compensate for lost profit. In the event of premature termination on the part of the Contractor, the Client shall acknowledge ReGuest a fee in a minimum amount of 30% of the order volume, subject to the assertion of higher damages.
If ReGuest and the Principal have agreed on a periodic service over an agreed time frame, then in the event of premature service interruption on the part of the Principal - for whatever reason - the price agreed for the services already provided and not charged is due.

Performance obligations

The scope and details of the mutually owed services as well as the concrete rights and obligations of the parties result from the respective assignment (individual contract) in conjunction with these GTCs.
Individual contracts must always be concluded in writing. Verbal orders will be confirmed in writing by ReGuest. If the Principal does not immediately object to an order confirmation, ReGuest may demand compensation for deliveries already made and services already rendered, as well as compensation for expenses incurred in the meantime.
ReGuest reserves the right to change, expand and improve its services in accordance with the state of scientific and technical development, provided that this is reasonable for the Principal, taking into account the interests of both parties.

Involvement of Third Parties

ReGuest is entitled to have services provided in whole or in part by affiliated companies and to invoice these services directly to the Principal. These companies do not become contractual partners of the Principal.
ReGuest is also entitled to commission other third parties with the fulfilment of assigned tasks to a reasonable extent.

Remuneration

The services provided by ReGuest are generally invoiced according to time and effort, unless otherwise agreed. Texting, translations, content input, as well as image selection and image editing, which are requested by the client outside of the initial setup package, are not included in the price of the order, unless otherwise agreed.
The costs for annual service fees and maintenance services may be adjusted in accordance with the statutory inflation index.

Duty to cooperate

The client is obliged to cooperate. He/she shall instruct and support ReGuest in detail with regard to the services to be provided.
The Principal shall ensure that the necessary number of its own competent employees is available for the implementation of joint projects with ReGuest.
The Principal shall provide ReGuest with the information, data and other materials required for the implementation of the joint projects and to be procured by the Principal in a timely manner. Image, sound and text materials are to be provided in a common, directly usable and, if possible, digital format. If it is necessary to convert the provided material into another format, ReGuest shall be reimbursed for the expenses incurred. The Principal shall ensure that ReGuest is granted the rights necessary for the use of these materials.
The client guarantees ReGuest and those commissioned by ReGuest to provide the service online access to the system environment via the internet or VPN at all times.
The client is obligated to constructively participate in all meetings necessary for the provision of services.
The client shall carry out cooperation activities at its own expense.

Travel times and costs

Travel times shall always be remunerated at 35 €/h plus legally owed value added tax as performance times, unless they are expressly regulated in the offer.
Travel expenses shall always be reimbursed as follows, unless they are expressly regulated in the offer: Car use: €0.30 per km plus VAT due by law; flights, trains, rental cars, taxis and overnight stays: According to actual expenditure and upon presentation of the relevant receipts; accommodation and lodging: According to actual expenditure and upon presentation of the relevant receipts.
The selection of means of transport and overnight accommodation shall be made according to their availability and in consideration of economic proportionality.

Payment

ReGuest will invoice the Principal for the services agreed in the contract at the conditions stated in the price agreement plus the statutory value added tax. The agreed payments are to be made by the Principal within 15 days of the invoice date, unless otherwise stipulated in the contract.
If the client does not fulfil the obligations entered into by signing the present offer either in full or on time, ReGuest reserves the right to discontinue the contractually agreed services at any time.
In the event of a delay of more than 30 days, ReGuest also reserves the right to terminate the contract within the meaning of Article 1456 of the Civil Code of the Republic of Italy, in which case the Client may not raise any objection to justify the delay or non-performance.
It is also stated that websites as well as products remain the sole property of ReGuest until full payment of the last instalment.
In case of late payment, the legal interest for late payment will be charged according to art. 1 and 5 of Legislative Decree no. 231/2002 (Republic of Italy).
ReGuest reserves the right to change the payment conditions.

Warranty

The parties agree and are aware that the software provided cannot be created completely free of defects according to the current state of the art.
ReGuest warrants that the contractually agreed services are free of defects for a period of twelve months from delivery. Upon expiry of this period, the Principal's claims for supplementary performance, damages and compensation for use shall lapse. Claims for reduction and the exercise of the right of withdrawal are excluded if the claim for subsequent performance is time-barred or forfeited.
The Principal must inspect the goods and works delivered by ReGuest without delay and report any defects in writing within 8 days. Otherwise they shall be deemed accepted even in the case of obvious defects. The same applies one month after delivery, even in the case of non-obvious defects.
ReGuest shall not assume any warranty in cases where the Principal has made changes to the goods, works or other service results provided or created by ReGuest. This does not apply if the changes have no influence on the occurrence of the defect.
If in the course of the investigation of a defect it turns out that it is not due to a breach of warranty on the part of ReGuest, ReGuest may invoice the Principal for the expenses incurred in the course of verifying and remedying the defect.
The Principal shall inform ReGuest of any changes made to the goods or services that are not due to a breach of warranty.
The Principal shall support ReGuest in the determination and elimination of the defect and shall immediately grant access to all documents from which the causes of the defect can be determined.
ReGuest may refuse subsequent performance as long as the Principal has not fully paid the purchase price owed for the service or the remuneration owed for the work and the outstanding (partial) amount is not disproportionately high taking into account the defect.

Liability

ReGuest is only obliged to compensate for damages, regardless of the legal grounds, if the damage is due to gross negligence or intent on the part of ReGuest. In the case of gross negligence, ReGuest is not liable for indirect damages, damages due to defects, consequential damages or loss of profit. In any case, ReGuest's liability is limited to the maximum amount of the service fee agreed upon for the respective order.
ReGuest assumes no liability for the content stored on the customer's server (videos, texts, photos, music, etc.) and assumes no liability for violations of copyrights or protected content of third parties published and stored by the customer or made available by the customer.

Copyright - Rights of use - Legal clarifications - Licence fees - Reservation of ownership

All copyrights for all contractual activities and services remain with ReGuest, unless otherwise agreed.
In addition to the copyright, ReGuest also reserves the right of ownership to the services and programs created and installed by it.
All ideas, drafts and designs, techniques and other working methods developed or used by ReGuest in the performance of the task remain the exclusive property of ReGuest, which reserves the exclusive rights thereto. With the payment of the agreed service fee, the Client only acquires a right of use for a limited period of time. Any further use, including subsequent use or adaptations, is subject to additional remuneration.
It is the client's responsibility to carry out all legal clarifications in the area of trademark protection, which guarantee legal certainty in all matters. For all digital materials and data supplied by the Client, ReGuest assumes that the Client is in possession of the corresponding rights of use. The Principal shall be liable for any infringements of rights in this context.
ReGuest reserves the right to integrate a copyright notice on the commissioned website and has the right to add the company logo to any work without the Client being entitled to any remuneration for this.
ReGuest retains ownership and the right to use the delivered software until the license fees have been paid in full.

Confidentiality

The Customer undertakes to keep confidential information obtained through ReGuest secret and not to disclose it in whole or in part to outsiders or to make it accessible in any other way without prior written consent. Furthermore, he/she undertakes to use the confidential information exclusively in connection with the contractual relationship existing with ReGuest and, in particular, not for competitive purposes.
The obligation to confidentiality is agreed for an indefinite period of time and shall remain in force even after termination of the contractual relationship.

Data protection

ReGuest always endeavours to protect the personal data of the client, which is collected by the contractor in order to carry out the requested service.
The person responsible for data processing is ReGuest GmbH, with legal domicile in Merano, Alois-Kuperion-Straße 34, in the person of the legal representative.
Purpose of data processing: the personal data is processed by ReGuest for the purpose of carrying out the requested service and the associated legal and contractual obligations. The data processing is mainly carried out with the help of electronic means, but can also be carried out without electronic means.
Transfer to third parties: the personal data may also be transferred to third parties in order to provide the requested service. Only the data that are strictly necessary for the provision of the service will be transmitted.
Transfer of data to third countries: the personal data will not be transferred to countries outside the EU.
Retention period: the personal data will be retained for the period necessary for the provision of the service. Furthermore, the data will be kept in compliance with all civil and tax law regulations.
Rights of the data subject: the data subject has the right at any time to ask the data controller for access to his/her data, to request rectification, erasure, to request restriction of processing or to object to processing. If the data subject considers that the data have been processed unlawfully, a complaint may be lodged with the supervisory authority.
Compulsory or voluntary communication of data and consequences of non-communication: the compulsory communication concerns only those data which are strictly necessary for the provision of the service. Failure to provide this data will result in the service requested not being provided.

Amendment of the General Terms and Conditions

Amendments and additions to these General Terms and Conditions, including the present clause, shall only be permitted in writing.
Should any provision of these General Terms and Conditions be or become invalid or unenforceable, the remaining provisions shall not be affected thereby. The invalid or unenforceable provision shall be replaced by the provision that comes closest to the economic purpose of the agreement and that would have been agreed by the parties if they had known of the invalidity of the provision.

Applicable law and place of jurisdiction

All legal relationships between ReGuest and the Principal arising in connection with the order placed shall be governed exclusively by Italian law, to the exclusion of the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods.
The place of performance is the registered office of ReGuest.
For disputes arising in connection with the contractual relationship between the parties, the court in Bolzano (Italy) with exclusive subject-matter jurisdiction is agreed.