of the Licensor impactit GmbH, FN 301973d, Wienerbergstraße 11/B14, A-1100 Vienna ("impactit")
impactit offers a route planning and/or territory optimization solution for professional use ("Service"). The Service includes, dependent on the order respectively trial signup:
These License Terms apply:
Insofar as specified hereunder, these License Terms shall also apply to users of the Service ("Users") as designated by Licensee.
Any differing terms and conditions of business or purchase by Licensee or the like shall be invalid, even if such terms claim (exclusive) validity and/or impactit has not expressly objected to their validity.
Excluded from the outset as Licensees are persons and companies that develop or distribute competing products to the Service, as well as consumers.
The purchaser or tester confirms the correctness of their information when submitting the order or signing up for the trial.
If a Contract is concluded, impactit grants Licensee the non-exclusive, non-transferable license, which is limited to the Contract Term, to use the Service. The license exclusively covers use for internal purposes by the Licensee themselves or by Users designated by Licensee. Use may only occur on their own Internet-capable devices (e.g. smartphone, tablet, notebook, PC) via web browser or app. impactit grants this license to use under the condition that the agreed fee has been paid in full. All (intangible) rights to the Service shall remain property of impactit. Depending on the order or trial sign-up, the license to use also includes installation of the respective Integration Product by Licensee in the Salesforce CRM system, Dynamics CRM system or Veeva CRM system in their own organization. If an order respectively a trial signup solely includes the module Territory Optimization, the remaining functionality of portatour® Anywhere, especially the calculation of schedules, is limited to demonstration purposes.
The number of Users for whom schedules are calculated and/or territories are optimized ("Field Service Personnel") is limited to the number of issued user licenses.
The Licensee and the User are expressly prohibited from:
Without an Internet connection, the Service cannot be used or can only be used to a limited extent. Licensee or User is responsible for the Internet connection and the costs thereof.
Licensee or User may only use the Service to the extent typical for an average user of the Service. In order to maintain the quality of the Service, impactit is entitled to block access to the Service after prior warning if the intensity of use is far above average.
Use of the Service is free of charge in the case of a trial license. Otherwise, the Licensee shall owe payment of the fee in accordance with the Contract.
Unless otherwise stated, the agreed fee for the Service or Professional Services is to be understood as the net fee. Local taxes, such as in particular withholding taxes in Licensee's country, shall therefore be borne by Licensee. Licensee is solely responsible for paying such taxes, if required, and is not entitled to withhold them from the agreed fee. Any offsetting of the fee by Licensee with alleged or actual claims of their own is precluded. Licensee agrees to electronic invoicing.
Prior to each automatic extension of the Contract Term, but no more than once a year, impactit may increase the fee by up to nine percent for the purpose of value retention, effective as of the respective extended Contract Term (“Value Adjustment”).
If Licensee has waived their right to object to automatic extensions of the Contract Term (as described under "Contract Term and Termination"), no Value Adjustment is made for the period covered by the waiver (“Commitment Period”). With effect from the end of the Commitment Period, impactit may, however, increase the fee to the amount that would have been applicable if impactit had increased the fee annually also during the Commitment Period in accordance with the Value Adjustment.
In no case, however, a Value Adjustment will cause the fee to exceed the applicable fees published on the impactit website at the time of the Value Adjustment.
If Licensee or Users designated thereby use the Service in excess of the license of use granted under the terms of this Contract, impactit shall be entitled to charge Licensee a reasonable usage fee. This fee shall correspond to an estimated (additional) fee in accordance with the proper purchase of the excess use. In this regard, the following are to be paid:
The duration of the Contract is limited in time as per the Contract Term. In the case of a trial license, the Contract Term is communicated during sign-up. Otherwise, the Contract Term is specified when the order is placed and begins either on the agreed date or no later than one month after the Contract's execution, if no date has been agreed.
Before the Contract Term expires, it is always automatically extended (except for trial licenses) by the duration of the last agreed Contract Term. Licensee or impactit may object to any automatic extension in writing (e-mail, fax, letter) up to 14 days prior to the expiration of the Contract Term, unless such right to object has been waived for a specific period upon conclusion of the Contract. Within the same period, Licensee may reduce the number of user licenses for the extended Contract Term in writing.
If a new version of these License Terms has been published up to 14 days before the expiration of the option to an objection regarding the aforementioned automatic extension, said new version shall apply as of the extension. If Licensee does not agree to this, they shall be referred to the aforementioned option to an objection.
Licensee is entitled to terminate the Contract immediately if impactit fails to remedy serious defects in the Service - as described under "Warranty and Liability" - or grossly violates statutory or contractual provisions. impactit is entitled to terminate the Contract or the agreement on the provision of Professional Services immediately for just cause. Such cause is deemed to exist especially in the event that Licensee or Users designated by Licensee grossly violate statutory provisions or provisions under the terms of the Contract or the agreement on the provision of Professional Services, including the failure to pay the agreed fee on time and/or in full.
Immediately upon expiration of the Contract Term with respect to an Integration Product, Licensee must completely uninstall the Integration Product from its organizations and delete all copies thereof.
All user licenses pertaining to Licensee expire upon the end of the Contract Term.
Information about the Service or Professional Services - e.g. on websites, in advertisements, in documentation - are only descriptions and do not contain any guarantee regarding the scope or the condition and functionality of the Service or Professional Services. Licensee is advised to check the scope of functions of the Service before ordering, as well as the compatibility with their own computer systems, devices and web browsers by means of a trial license. Licensee waives any claims in this regard after ordering.
Licensee must themselves ensure that they generally back up their data and programs before installing an Integration Product (and continuously during operation) in order to avoid data loss. This also applies to the installation of new versions of the Integration Product ("Updates" and "Upgrades") in order to be able to switch back to the original version if necessary in the event of problems.
According to the current state of the art, it is not possible to offer the Service and/or Professional Services completely free of defects. impactit does, however, endeavor to offer the Service and/or Professional Services largely free of defects. Defects in the Service must be reported by Licensee to impactit in writing in a detailed and reproducible manner. In the event of proven serious defects that render use of the Service impossible or restrict it to a large extent, impactit shall have 45 days from receipt of the notification to rectify the Service. If the serious defect has not been remedied by then, Licensee shall receive, in addition to the right to terminate the Contract with immediate effect (as described under "Contract Term and Termination"), the pro-rated fee paid for the period from the date of receipt of the notification until the end of the Contract.
No warranty of any kind shall apply:
impactit is liable only insofar as intent or gross negligence can be proven, within the framework of statutory provisions for damages outside the scope of the Austrian Product Liability Act ("Produkthaftungsgesetz"). In the event of negligence, the total amount of liability shall be limited to the fee paid by Licensee within the twelve months prior to the occurrence of the damage. Liability for damages caused by slight negligence, consequential damages, financial losses, savings not achieved, lost profits, lost data, loss of interest and/or for damages arising from third party claims against Licensee is precluded to the extent permitted by law. impactit's liability for malfeasance on the part of Licensee using the Service is likewise precluded.
Licensee shall indemnify and hold impactit harmless in connection with all damages caused by Licensee as a result of illegal actions, including violations of third-party rights, regardless of fault. This obligation of Licensee also applies if such damages were caused by Users designated by Licensee and includes respective representation costs necessarily and reasonably incurred by impactit.
Any claim by Licensee against impactit, for whatever legal reason, shall become statute-limited after the expiry of six months as of knowledge thereof.
impactit may replace the Service with a newer version at any time or provide Licensee with new versions of the Integration Product. As a rule, this occurs for the purpose of bug fixes and functional enhancements. Licensee or User may use or install these newer versions in accordance with these License Terms. impactit is entitled to block access to the Service for old versions of Integration Products, subject to a reasonable period of notice.
impactit shall treat the data transmitted by Licensee in accordance with the applicable regulations, especially those relating to data protection legislation, and shall not pass on data processed on behalf of Licensee to third parties without explicit instructions from Licensee and shall take technical and organizational measures corresponding to the state of the art to protect the data from unauthorized access by third parties.
The processing of Licensee's or Users' data by impactit, consisting of both personal data and data processed on behalf of Licensee, is carried out for the purposes of providing the Service, initiation or maintenance of a business relationship, for the provision of Professional Services, processing payment for the Service or Professional Services, in each case including related correspondence, for occasional verification of legal use of the Service, as well as for contacting companies affiliated with impactit within Solvares Group GmbH to the degree that impactit identifies a possible interest of Licensee in services, professional services and/or products of such companies.
The legal grounds are, depending on the purpose of processing:
Depending on the purpose of processing, personal data may be transferred to tax advisors, banks, payment service providers, collection agencies, public authorities, courts, or to IT, telecommunications and support service providers (for example, if a support request is sent to impactit via email) or to companies affiliated with impactit within Solvares Group GmbH. It is not possible to name specific recipients within the scope of these License Terms, in particular because the specific recipients within a recipient category may change by the time a transfer actually takes place.
Personal data is stored as long as access to the Service exists, the initiation or maintenance of the business relationship has not ended or it is necessary for the performance of contractual or legal obligations or the exercise of contractual or legal rights.
The GDPR grants a right to access, rectification, restriction, data portability, objection, withdrawal of consent (without affecting the lawfulness of processing based on consent before its withdrawal) and erasure, insofar as there are no contractual or legal requirements to the contrary. Excluded from erasure are data in encrypted backups, where data deletion is technically possible only periodically with reasonable effort. The GDPR grants a right lodge a complaint with a supervisory authority. Automated decision-making, including profiling, does not take place. The provision of personal data is necessary for the execution of the contract; failure to provide it can result in the contract not being entered into or properly fulfilled.
impactit is entitled to send automated emails to the email address provided by Licensee or User, for example on the occasion of updates or to promote the Service. Unsubscribing from these emails is possible at any time by using a link contained in the emails or by sending an unsubscribe email.
Licensee consents to being contacted by telephone or electronic message by impactit or companies affiliated with impactit within Solvares Group GmbH to the degree that impactit identifies a possible interest of Licensee in services and/or professional services and/or products of such companies.
impactit is entitled to mention Licensee's company name (with company logo) as a reference user of the Service for promotional purposes, in particular on impactit's websites, on social media (e.g. LinkedIn) and in emails.
When using the Service or consuming Professional Services, Licensee is responsible for the lawfulness of the transmission of data to the Service and to impactit, and for the lawfulness of the data processing.
Licensee shall work towards entering into a lawful contract with impactit in a timely manner regarding the processing of data on behalf of Licensee insofar as:
If such a contract is unlawfully lacking, Licensee shall indemnify and hold impactit harmless from and against any and all damages resulting therefrom, regardless of fault.
Licensee and/or User are obliged to keep credentials (passwords) confidential.
Use of the Service technically requires the logging of certain data. These are written to server log files. The corresponding information consists, for example, of the URL, current date and time, data volume, web browser and version, operating system, cookies, user identification, and IP address. impactit uses this data to provide the Service, for analysis purposes, for occasion-related verification of legal use and for ongoing improvement of the Service.
Licensee shall not entice away, employ and/or otherwise engage any employees of impactit without the consent of impactit for twelve months after the end of the Contract. Likewise, any participation in such aforementioned actions by third parties is prohibited. For each case of infringement, Licensee shall pay a contractual penalty in the amount of the employee's most recent gross annual salary. This does not exclude claims for compensation for further damage.
In particular, workshops, training courses, data checks, question and answer sessions (https://www.portatour.com/services/en) and support (https://www.portatour.com/support/en) shall be deemed to be Professional Services, regardless of whether they are provided against payment or free of charge.
Insofar as Professional Services also include the production and provision of digital products for Licensee (such as training videos, scripts for automatic data transfer), impactit shall, after full payment for said Professional Services, grant the contractual partner the worldwide, non-exclusive, non-transferable permission to use such digital products for the purpose of Licensee's own internal use of the Service for the duration of the Contract Term.
However, impactit shall only be obliged to furnish a specific outcome of Professional Services if such an outcome is explicitly designated in the corresponding agreement with Licensee.
No verbal ancillary agreements have been made with regard to the Contract or to the agreement on the provision of Professional Services. Any amendments must be made in writing. In the event that individual provisions of these License Terms are or become invalid, they shall be replaced by provisions that best match the economic intent of the original. The validity of the other provisions shall not be affected thereby. Austrian law shall apply (excluding the principles and norms of the UN Convention on Contracts for the International Sale of Goods). As a general rule, Vienna shall be the place of jurisdiction. For Licensees based outside of the EU or EFTA States, all disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Vienna. However impactit reserves the right to sue for its claims also at Licensee's usual place of jurisdiction.
These License Terms are a translation of the original German version (see https://www.portatour.com/license-terms/de). For the purposes of interpreting the License Terms and/or its provisions, only the original version shall prevail.
Version of 19.09.2022