§ 1 Scope, Subject Matter
1. These General Terms and Conditions apply to all services and transactions between Webformance OG (hereinafter "Provider") and their customers (hereinafter "Customer") in connection with the SaaS platform "Employee Challenge" (hereinafter "Platform").
2. The platform is a web-based Software-as-a-Service solution for companies for creating and managing employee challenges, team competitions, and activity tracking in a business context.
3. The Customer is exclusively an entrepreneur within the meaning of § 1 ff UGB. The platform is not intended for consumers.
4. Divergent, conflicting, or additional general terms and conditions of the Customer shall not become part of the contract, even if the Provider does not explicitly object to them. The application of Customer conditions requires the express written consent of a management body of the Provider authorized to represent it.
5. These GTC shall also apply to future contractual relationships between the Provider and the Customer, even if not expressly pointed out again in subsequent orders.
§ 2 Definitions
1. "Platform" refers to the SaaS application operated under the domain app.employee-challenge.com, including associated mobile applications (Progressive Web App, native apps).
2. "Customer" is the company that concludes a usage contract for the platform.
3. "User" or "End User" refers to the employees authorized by the Customer who use the platform in the context of challenges.
4. "Administrator" is the person named by the Customer with extended administrative rights (typically HR managers or team leaders).
5. "Challenge" refers to a time-limited competition that is created and managed via the platform.
6. "Seat" refers to a licensed user seat within the Customer's subscription.
7. "Activity Data" refers to all data entered by users or synchronized via third-party APIs regarding physical activities, including type, duration, distance, and, if applicable, biometric metrics.
8. "Health API Integrations" refers to the connections to fitness and health platforms of third parties, in particular WHOOP, Garmin, Apple HealthKit, and Google Health Connect.
§ 3 Conclusion of Contract, Registration
1. The contract is concluded by completing the ordering process on the platform and acceptance by the Provider. Acceptance occurs by activating the customer account or by sending an order confirmation.
2. The Customer warrants upon conclusion of the contract that they are duly authorized and that the company data provided are accurate.
3. The Customer designates at least one administrator who is responsible for managing the customer account, inviting users, and configuring challenges.
4. Verbal ancillary agreements do not exist. Amendments and additions require written form. Email suffices, unless mandatory law requires a stricter form.
§ 4 Scope of Services
1. The Provider makes the platform available to the Customer as a SaaS solution via the Internet. The specific scope of functions is determined by the service description valid at the time of conclusion of the contract on the Provider's website.
2. Core functions of the platform include in particular:
a) Creation and configuration of employee challenges (Challenge Wizard),
b) Manual entry of activities by users,
c) Automatic activity tracking via Health API integrations (if available and activated by the user),
d) Live leaderboard and progress displays,
e) Administrator dashboard with participant and evaluation functions,
f) Export and reporting functions.
3. The Provider is entitled to further develop, expand, or adapt the scope of functions of the platform, provided that the contractually agreed core scope of functions is not substantially restricted.
4. The platform is hosted on servers within the European Union (location: Frankfurt am Main, Germany). The Provider is entitled to change the hosting location within the EU.
5. The Provider warrants a platform availability of 99.0% on an annual basis, measured against the total time excluding announced maintenance windows. Maintenance work is carried out, if possible, outside usual business hours (CET/CEST) and announced at least 48 hours in advance.
6. The platform does not process payments, donations, or other monetary flows on behalf of the Customer. To the extent that challenges have a charity or donation reference, the organization and processing of the donation are exclusively the responsibility of the Customer.
§ 5 Health API Integrations, Third Parties
1. The platform optionally offers the possibility to connect to fitness and health platforms of third parties (WHOOP, Garmin, Apple HealthKit, Google Health Connect, etc.). The use of these integrations requires the express consent of the respective user.
2. For Health API integrations, the terms of use and data protection regulations of the respective third party apply primarily. The Provider has no influence on the availability, scope of functions, API conditions, or data quality of third parties.
3. The Provider assumes no warranty for the permanent availability of Health API integrations. Restrictions or settings by third parties do not give the Customer a right to reduction or withdrawal, provided that the core functionality (manual entry and leaderboard) remains unaffected.
4. Users can revoke their connection to third party APIs at any time in the platform settings.
§ 6 Obligations of the Customer
1. The Customer ensures that only authorized persons have access to the platform and that the number of active users does not exceed the booked number of seats.
2. The Customer is responsible for properly informing their employees (users) about the use of the platform, in particular regarding data protection, voluntary participation, and the nature of the processed data.
3. Participation of employees in challenges via the platform must be voluntary. The Customer ensures that no employee is compelled to use the platform, participate in challenges, or activate Health API integrations.
4. The Customer is responsible for obtaining all necessary internal approvals, in particular those of the works council, if one exists and the introduction of the platform is subject to co-determination.
5. The Customer is responsible for the security of their access data and the access data of their administrators. Any abuse attributable to inadequate security of access data is at the Customer's expense.
6. The Customer refrains from any use of the platform that violates applicable law, rights of third parties, or these GTC. In particular, the platform may not be used for performance monitoring, performance evaluation, or disciplinary measures against employees.
§ 7 Obligations of Users (End Users)
1. Users are obliged to enter truthful activity data. The deliberate entry of false or manipulated data constitutes a breach of the terms of use.
2. Users may use the platform only for its intended purpose and must not post content that is illegal, defamatory, or otherwise inappropriate.
3. Each user may create only one account. Sharing access data is prohibited.
§ 8 Prices, Billing, Payment Terms
1. The remuneration is based on the pricing model valid at the time of conclusion of the contract. Current prices are visible on the Provider's website.
2. The pricing model is based on the number of seats:
10-50 seats: EUR 7.99 per seat and month or EUR 6.66 per seat and month with annual billing.
50+ seats: EUR 5.99 per seat and month or EUR 4.99 per seat and month with annual billing.
Enterprise: on request.
3. All prices are in Euro, net plus applicable statutory value added tax.
4. Invoices are sent electronically. The payment term is 14 days net from receipt of invoice, unless otherwise agreed.
5. The Provider is entitled to adjust prices with a notice period of 60 days at the end of a contract term. Price increases of more than 10% compared to the previous year entitle the Customer to extraordinary termination with a notice period of 30 days at the time the price change takes effect.
6. Unused seats will not be refunded. A reduction of the number of seats is possible at the end of a billing period.
§ 9 Default of Payment
1. In the event of default of payment, the statutory default interest for business transactions under § 456 UGB of 9.2 percentage points above the base interest rate applies.
2. In the event of default of more than 14 days, the Provider is entitled to block access to the platform until full payment is made. Existing data will be stored for a period of 90 days after blocking.
3. The Provider informs the Customer at least 7 days before a blocking in writing (email suffices).
§ 10 Term, Termination
1. The contract is concluded for an indefinite period with a minimum term of 12 months.
2. After the minimum term has expired, the contract is automatically extended by a further 12 months, unless it is terminated with a notice period of 30 days at the end of the respective contract term.
3. The right to extraordinary termination for important reasons remains unaffected. An important reason exists in particular in the case of:
a) default of payment for more than 30 days despite reminder,
b) material breach of these GTC that is not remedied within 14 days despite reminder,
c) insolvency or application for insolvency of a party.
4. Termination requires written form. Email suffices.
5. After the end of the contract, the Provider makes the possibility available to the Customer to export their data for a period of 30 days. After this period has expired, all customer-related data will be irreversibly deleted, unless statutory retention obligations provide otherwise.
§ 11 Usage Rights, Intellectual Property
1. The Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the platform for the duration of the contract in the contractually agreed scope.
2. All rights to the platform, including software, design, trademarks, logos, and content remain with the Provider.
3. The Customer retains all rights to data and content entered into the platform by them or their users.
4. The Provider is entitled to use anonymized and aggregated usage data (without personal reference) for statistical purposes, product improvement, and benchmarking.
§ 12 Warranty
1. The Provider warrants that the platform essentially corresponds to the functions presented in the service description.
2. The Customer must notify defects immediately upon discovery in writing and in a comprehensible manner.
3. In the event of defects, the Provider has the right to remedy them first. Only if the remedy fails twice can the Customer demand a price reduction.
4. The following are excluded from warranty: disturbances attributable to:
a) improper use by the Customer or users,
b) interventions by the Customer or third parties in the platform,
c) failures or changes of third-party services (Health APIs, hosting infrastructure),
d) network or internet failures not attributable to the Provider,
e) use with incompatible browsers, devices, or operating systems.
5. The warranty period is six months.
§ 13 Limitation of Liability
1. The Provider is liable only for intent and gross negligence.
2. Liability for indirect damage, consequential damage, lost profit, business interruption, data loss, and claims of third parties is excluded.
3. Liability is limited to the amount of the net remuneration paid by the Customer in the last 12 months.
4. For personal injury, the Provider is liable in accordance with mandatory statutory provisions.
5. The Provider is not liable for the accuracy, completeness, or suitability of activity data entered by users, data synchronized via Health API integrations, or results, rankings, or evaluations derived therefrom.
6. The Provider is not liable for decisions of the Customer made on the basis of platform data, in particular not for employment law, health-related, or organizational measures.
§ 14 Data Protection, Processing
1. Both parties process personal data in accordance with the GDPR and the Austrian Data Protection Act.
2. The Provider processes personal data of users on behalf of the Customer. The parties conclude a data processing agreement in accordance with Art. 28 GDPR before the start of use.
3. Activity data and in particular health and fitness data may constitute special categories of personal data within the meaning of Art. 9 GDPR. The Customer is responsible for ensuring an appropriate legal basis for processing, in particular the express consent of users pursuant to Art. 9 Para. 2 lit. a GDPR.
4. The Provider uses sub-processors to provide the service. A current list of sub-processors is provided on the Provider's website.
5. The Provider supports the Customer within the bounds of what is reasonable in fulfilling their obligations towards data subjects (information, deletion, rectification, etc.).
§ 15 Confidentiality
1. Both parties undertake to keep confidential information of the other party confidential and to use it only for the performance of the contract.
2. The confidentiality obligation continues for three years after the end of the contract.
3. Excluded is information that is publicly known, has been lawfully obtained from third parties, or must be disclosed due to mandatory legal obligations.
§ 16 Reference Listing
1. The Provider is entitled to list the Customer as a reference customer and to use the Customer's company logo on its own website and in marketing materials.
2. The Customer may object to this use at any time in writing.
§ 17 Final Provisions
1. Austrian law applies exclusively to the exclusion of the UN Sales Convention and the conflict of laws provisions of private international law.
2. Place of performance is Graz.
3. Exclusive court of jurisdiction for all disputes is the competent court at the Provider's registered office in Graz, provided the Customer is an entrepreneur.
4. Should individual provisions of these GTC be invalid or become invalid, the remainder shall remain valid. In place of the invalid provision, a valid provision that comes closest to the economic purpose shall apply.
5. Amendments and additions require written form. This also applies to waiving the requirement of written form.
