01Scope and parties
1.1 The provider is Rostify GmbH, Tigergasse 17, 1080 Vienna, Austria, company register no. FN 522237x, Commercial Court of Vienna (“Rostify”).
1.2 These Terms apply exclusively to contracts with businesses within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG) and with legal persons under public law (“Customer”). Rostify does not enter into contracts with consumers.
1.3 Orders placed in the online shop (shop.rostify.app) are subject to separate terms.
02Conclusion of contract and order of precedence
2.1 The contract is concluded when Rostify confirms the Customer’s order in writing (order confirmation) or when both parties sign an individual contract. Email and PDF also count as written form.
2.2 In case of conflict, the contract documents apply in the following order:
- the signed individual contract or the order confirmation, including the offer referred to in it,
- the data processing agreement (section 12),
- the version of the service description “Rostify Product Description” stated in the offer,
- these Terms.
2.3 The Customer’s general terms and conditions or purchasing terms apply only to the extent that Rostify expressly agrees to them in writing. This also applies where the Customer refers to them in its order.
2.4 The version of these Terms stated in the offer applies. Rostify makes the Terms available for retrieval, saving and printing at www.rostify.app/terms and sends them as a PDF on request.
03Subject matter
3.1 For the term of the contract, Rostify provides the Customer with access via the internet to the web-based software Rostify® in the modules stated in the offer. Scope and functions are conclusively defined by the version of the service description stated in the offer. It describes the characteristics of the software; a guarantee exists only where a characteristic is expressly designated as a “guarantee”.
3.2 Rostify operates the software on its own or leased server infrastructure in data centres in Austria, Germany and France. Rostify does not hand over any copy of the program or any source code.
3.3 Rostify continuously develops the software and deploys new versions. A new version may change functions provided that the agreed functions under the service description remain available in equivalent form.
3.4 The Customer’s internet connection, end devices and browsers, and interfaces to the Customer’s systems are not part of the services unless agreed in the individual contract.
04Rights of use
4.1 For the term of the contract, Rostify grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the software for its own business purposes to the agreed extent.
4.2 The agreed extent is determined by the number of participants (natural persons with their own user account) stated in the offer. Each user account is assigned to one individual; sharing login credentials is not permitted. The Customer may reassign a user account to another person; the previous person thereby loses access.
4.3 The Customer shall not make the software available to third parties, rent it out or make it publicly accessible. External persons working for the Customer are not third parties if they are licensed as participants.
4.4 The Customer’s rights under Sections 40d and 40e of the Austrian Copyright Act (UrhG) remain unaffected.
4.5 All rights in the software, the service description, the documentation and the Rostify® trademark remain with Rostify. The rights in the data that the Customer and its participants enter into the software (“Customer Data”) remain with the Customer.
05Number of participants
5.1 The Customer may increase or reduce the number of participants monthly. The fees are adjusted accordingly from the following month. The minimum number of participants stated in the offer is always charged.
5.2 If the Customer uses the software with more participants than agreed, Rostify charges the additional participants at the agreed prices from the month in which the excess occurred.
06Operation, maintenance and availability
6.1 Rostify operates the software with the diligence of a prudent business and backs up Customer Data regularly. Rostify owes a specific availability (service level) only where agreed in the individual contract.
6.2 Rostify carries out planned maintenance predominantly between 19:00 and 06:00 (Vienna local time) and announces it by email to the contact persons named by the Customer at least three working days in advance.
6.3 Rostify may temporarily restrict access without prior notice where this is necessary to avert an acute threat to the security of the software or of Customer Data, in particular in the event of attacks on its systems. Rostify informs the Customer without undue delay and restores access as soon as the threat has been eliminated.
07Support
7.1 Rostify provides service, maintenance and support services to the extent of hours stated in the offer. The Customer sends requests by email to the address stated in the offer.
7.2 Rostify provides support on working days (Monday to Friday, excluding Austrian public holidays) during business hours. Unused hours expire at the end of each month. Rostify charges additional services, after prior agreement, at the hourly rates stated in the offer.
08Customer obligations
8.1 The Customer keeps login credentials confidential, obliges its participants to do the same and informs Rostify without undue delay if it suspects misuse.
8.2 The Customer is responsible for the lawfulness of Customer Data and does not enter any content that infringes third-party rights or contains malware.
8.3 The Customer checks the results of the software (in particular rosters, time accounts and licence deadlines) for plausibility before using them. The Customer remains responsible for the deployment of its staff and for compliance with the regulations applicable to it.
8.4 The Customer reports defects by email without undue delay after discovering them, with a comprehensible description.
09Fees and payment
9.1 The prices stated in the offer apply, in euros plus statutory VAT.
9.2 Rostify invoices the fees for the billing period stated in the offer in advance. Invoices are payable without deduction within 30 days of receipt, unless the offer states a different period.
9.3 In the event of late payment, statutory default interest under Section 456 of the Austrian Commercial Code (UGB) and the flat-rate amount under Section 458 UGB apply. The Customer reimburses any further appropriate recovery costs under Section 1333(2) of the Austrian Civil Code (ABGB).
9.4 If the Customer is more than 30 days late with a payment due, Rostify may block access after a written reminder granting a grace period of at least 14 days, until payment is received. The obligation to pay the fees continues during the block. Customer Data remains stored.
9.5 Rostify may adjust prices with effect for a renewal period by notifying the Customer in writing no later than three months before the end of the current period. In that case, the Customer may, notwithstanding section 10.3, terminate the contract with effect at the end of the current period.
10Term and termination
10.1 The contract begins on the date stated in the offer and runs for the initial term stated there.
10.2 The contract renews automatically for a period of the same length, but not exceeding twelve months, unless either party terminates it.
10.3 Either party may terminate the contract in writing with one month’s notice to the end of the initial term or of a renewal period.
10.4 Both parties’ right to terminate for good cause remains unaffected. Good cause for Rostify exists in particular if the Customer is in arrears with more than two monthly fees or continues to use the software in breach of contract despite a written warning.
10.5 If the contract ends for a reason for which Rostify is responsible, Rostify refunds fees already paid for the period after the end of the contract pro rata. If the contract ends early under section 11.1, the fees for the current billing period already invoiced remain payable. In all other cases, there is no entitlement to a refund.
11Data export, switching and deletion
This section implements Chapter VI of Regulation (EU) 2023/2854 (Data Act).
11.1 The Customer may at any time, with two months’ written notice, request that Rostify transfer its exportable data to another provider or to the Customer’s own infrastructure, or that Rostify delete it. The contract ends upon completion of this process, unless the Customer declares otherwise.
11.2 Exportable data means all Customer Data, in particular master data of units and participants, duties, patterns, rosters, absences, time accounts, licence data, e-briefing content and the Customer’s configuration. Rostify provides it in a structured, commonly used and machine-readable format.
11.3 Not exportable are the program code and algorithms of the software, internal operating and security logs of Rostify’s infrastructure, and data whose disclosure would infringe Rostify’s trade secrets or third-party rights or would endanger the security of the software.
11.4 After the notice period, Rostify supports the Customer with the export during a transition period of no more than 30 calendar days and continues to provide the contractual services during that time. If this period is technically not feasible, Rostify notifies the Customer within 14 working days, stating the reasons; the transition period is then no more than seven months. The Customer may extend the transition period once by a reasonable period.
11.5 After the transition period, the Customer can retrieve its data for at least a further 30 calendar days. Rostify then deletes Customer Data completely, including backup copies after their regular expiry, unless there is a statutory retention obligation. Rostify confirms deletion in writing on request.
11.6 Rostify does not charge any fees for switching, export or deletion.
11.7 These rules also apply to any other termination of the contract.
12Data protection
12.1 Where Rostify processes personal data on behalf of the Customer, the Customer is the controller and Rostify the processor. The parties conclude an agreement under Article 28 of the General Data Protection Regulation (GDPR) for this purpose, which takes precedence over these Terms.
12.2 The privacy information for website visitors is available at www.rostify.app/privacy.
13Warranty
13.1 Rostify warrants that the software conforms to the service description during the term of the contract.
13.2 Rostify remedies reported defects within a reasonable period by correction or by a reasonable workaround. If this fails, the Customer may reduce the fees appropriately for the duration of the defect or, in the case of a defect that is not merely minor, terminate the contract for good cause.
13.3 Rostify gives no warranty for defects resulting from use in breach of contract, from changes made by the Customer or third parties, or from systems outside the subject matter of the contract (section 3.4).
14Liability
14.1 Rostify is liable without limitation for damage caused by intent or gross negligence, for personal injury and under the Austrian Product Liability Act.
14.2 In the case of slight negligence, Rostify is liable only for breach of essential contractual obligations, i.e. obligations whose fulfilment makes the performance of the contract possible in the first place. In that case, liability per incident and in total per contract year is limited to the net fees paid by the Customer in the twelve months before the event causing the damage. In the case of slight negligence, Rostify is not liable for lost profit or indirect damage.
14.3 In the event of loss of Customer Data, Rostify is liable within the limits of section 14.2 for the effort required to restore the data from the most recent backup.
14.4 Neither party is liable for failure to perform its obligations as long as it is prevented by circumstances beyond its control that it could not foresee when the contract was concluded (force majeure), such as natural disasters, war, pandemics or orders by public authorities. The obligation to pay fees already due remains unaffected.
14.5 These liability rules also apply for the benefit of Rostify’s employees and vicarious agents.
15Confidentiality
15.1 Both parties treat all information of the other party that is not publicly known and that becomes accessible to them under the contract as confidential and use it only to perform the contract. This obligation continues for three years after the end of the contract.
15.2 Rostify names the Customer as a reference only with the Customer’s prior written consent.
16Subcontractors
Rostify may use subcontractors to provide the services and remains responsible for their performance. Subcontractors processing personal data are subject to the rules of the agreement under section 12.
17Final provisions
17.1 Amendments and additions to the contract must be made in writing; email is sufficient. There are no oral side agreements.
17.2 Rostify may transfer the contract to a third party with the Customer’s consent. The Customer withholds consent only for good cause.
17.3 Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
17.4 The exclusive place of jurisdiction for all disputes arising from this contract is the competent court in Vienna, Inner City.
17.5 If any provision is invalid, the remaining provisions remain valid. The invalid provision is replaced by the statutory rule.
17.6 These Terms are available in German and English. In case of discrepancies, the German version prevails.