(1) The company RYMO GmbH, Badhöring 49, 4782 St. Florian am Inn (hereinafter "RYMO GmbH" or "Platform Operator"), offers companies within the meaning of the Austrian Commercial Code (UGB) and legal entities under public law (hereinafter "Users") the opportunity to permanently use our business-to-business trading system on the online marketplace operated by us (hereinafter: "Marketplace") in accordance with the provisions of these Terms of Use within the framework of a service contract.
(2) These Terms of Use conclusively contain the terms and conditions applicable between RYMO GmbH and the user for the services offered by RYMO GmbH within the scope of this service contract. Provisions deviating from these Terms of Use shall only apply if they are confirmed in writing by RYMO GmbH. With the admission according to § 3, the user recognizes these terms of use as authoritative.
(3) RYMO GmbH will notify the user of changes to these terms of use in writing or by email. If the user does not object to such amendments within six weeks of receipt of the notification, the amendments shall be deemed to have been agreed. The user will be informed separately of the right of objection and the legal consequences of remaining silent in the event of changes to the terms of use.
- 2 Services of the platform operator
(1) The Marketplace is a platform for suppliers to trade in goods and services (hereinafter "Supplier"). The marketplace has an integrated, automated messaging system to simplify communication between buyers and suppliers as well as extensive functionalities for managing and monitoring all ongoing business transactions.
(2) The services of the platform operator include, but are not limited to
(a) Provision of the use of the marketplace after approval of the user in accordance with § 3;
(b) Facilitation of negotiations and conclusion of contracts on the marketplace through invitatio ad offerendum initiated by the supplier in accordance with § 4;
(c) Creation of information and communication opportunities among the users and contracting parties;
(d) the provision of the option to book online advertising on the platform for a fee;
(e) Consulting and support services for the users by separate agreement with RYMO GmbH.
- 3 Admission and access to the marketplace
(1) A prerequisite for the use of the marketplace is authorization by RYMO GmbH. The Marketplace is only available to companies within the meaning of the Austrian Commercial Code (UGB) and legal entities under public law that have their registered office or a location in the geographical area of the Innviertel (Upper Austria; Austria). There is no entitlement to admission or use of the marketplace.
(2) The user must state his company details, invoice details and a contact person in the application for admission. The application for admission shall be accepted by confirmation of admission by e-mail. Admission creates a fee-based service contract for an indefinite period between RYMO GmbH and the respective user in accordance with these Terms of Use. The remuneration to be paid by the user is based on the current price conditions, which can be viewed on the marketplace, in addition to paragraph (3).
(3) Until 31.03.2021, no basic fee will be charged to the supplier. However, the credit card discount must be paid in full by the supplier. From 01.04.2021 at the earliest, however, RYMO GmbH may demand a basic fee from the supplier, whereby the supplier will be informed of this and the amount of the basic fee by RYMO GmbH 3 months in advance and the supplier then has the option of accepting this offer; the supplier is not obliged to continue or extend the contract subject to a fee. RYMO GmbH reserves the right to demand a fee from individual suppliers before 01.04.2021 after giving 3 months' notice.
(4) Unless otherwise agreed, the respective fees incurred shall be invoiced annually in advance and shall be due immediately after invoicing without deduction, but plus VAT at the applicable tax rate. The user agrees to the storage of the billing data for evidence purposes and/or within the scope of the statutory retention obligations.
(5) Via the master login provided in the confirmation of admission, the user has the option of granting employees in his company their own access authorization and configuring it according to his wishes in order to enable them to work optimally on the marketplace.
(6) The user is responsible for ensuring that the information provided to RYMO GmbH and other users, in particular in the context of his application for admission in accordance with paragraph 2, is true and complete. The user undertakes to inform RYMO GmbH immediately of any future changes to the information provided. The same applies to all information provided by the user when setting up employee logins.
(7) RYMO GmbH is entitled to withdraw a user's admission or block access to the marketplace if there is sufficient suspicion that the user has violated these terms of use. The user can avert these measures if they dispel the suspicion by submitting suitable evidence at their own expense.
(8) All logins are individualized and may only be used by the respective authorized user. The user is obliged to keep the login and password secret and to protect them from unauthorized access by third parties. The user is also responsible for keeping employee logins secret and will instruct his employees accordingly. In the event of suspected misuse by a third party, the user shall inform RYMO GmbH immediately. As soon as RYMO GmbH becomes aware of the unauthorized use, RYMO GmbH will block the unauthorized user's access. RYMO GmbH reserves the right to change a user's login and password; in such a case, RYMO GmbH will inform the user immediately.
- 4 Conclusion of contracts on the marketplace
(1) Suppliers have the opportunity to offer goods and services on the platform as invitatio ad offerendum. A buyer's offers are declarations to conclude the contract offered by the supplier.
(2) A purchaser is free to choose whether and which of the offers it wishes to accept. Unless the purchaser and supplier agree otherwise, a contract is concluded when a purchaser accepts a supplier's offer by sending an individual or framework contract order.
(3) Actions using the respective login of a user are generally attributable to the user. Users are responsible for all declarations of intent made on the platform themselves. They shall be liable to a foreseeable extent for declarations made by third parties under the user's member account in accordance with the principles of a contract with protective effect for third parties.
(4) The Supplier is responsible for providing and uploading the GTC. The supplier is responsible for shipping, return shipping, payment and other tasks and obligations necessary for the conclusion and fulfillment of the contract. RYMO GmbH is not responsible for any rights and obligations arising between the contracting parties.
(5) For all transactions on the marketplace, only the system time applicable on the platform of the respective marketplace shall apply.
(6) RYMO GmbH reserves the right to change or expand the content and structure of the platform and the associated user interfaces if this does not or does not significantly impair the fulfillment of the purpose of the contract concluded with the user. RYMO GmbH will inform the users of the marketplace of the changes accordingly.
- 5 Obligations of the users
(1) An invitatio ad offerendum may not take place if
(a) the information is so incomplete that the item and price cannot be determined;
(b) the opening or execution of the sale would violate legal regulations, official orders or morality according to the legal system applicable to the intended contract. In particular, no items may be offered whose offer or sale violates the rights of third parties; the same applies to pornographic items or items harmful to minors, weapons, drugs, propaganda material of anti-constitutional organizations and parties, live animals, etc. RYMO GmbH is entitled to remove such an offer from the marketplace immediately.
(2) Goods or services that may only be offered against a legally prescribed proof may only be offered and demanded on the marketplace if the proof has been included in the description of the goods or services and the goods or services are only provided against the legally prescribed proof.
- 6 Processing of contracts concluded on the marketplace
(1) The execution of contracts concluded on the marketplace is the sole responsibility of the respective user. RYMO GmbH assumes neither a guarantee for the fulfillment of the contracts concluded on the marketplaces between the users nor a liability for material defects or defects of title of the traded goods and services. RYMO GmbH is under no obligation to ensure the fulfillment of contracts concluded between users.
(2) RYMO GmbH cannot guarantee the true identity and power of disposal of the users. In case of doubt, both contracting parties are obliged to inform themselves in an appropriate manner about the true identity and the power of disposal of the other contracting party.
- 7 Liability of the platform operator
(1) RYMO GmbH shall be liable without limitation for intent and gross negligence, but only for slight negligence in the event of a breach of material contractual obligations. Liability in the event of a breach of such an essential contractual obligation is limited to the damage typical for the contract, the occurrence of which RYMO GmbH had to expect at the time the contract was concluded due to the circumstances known at that time.
(2) RYMO GmbH accepts no liability for faults within the supply network for which RYMO GmbH is not responsible.
(3) RYMO GmbH shall only be liable for the loss of data in accordance with the above paragraphs if such a loss could not have been avoided by appropriate data backup measures on the part of the user.
(4) Liability does not extend to impairments of the contractual use of the services provided by RYMO GmbH on the marketplace caused by improper or incorrect use by the user.
(5) The above limitations of liability shall also apply mutatis mutandis in favor of the vicarious agents of RYMO GmbH.
(6) Insofar as the marketplace offers the possibility of forwarding to databases, websites, services, etc. of third parties, e.g. by setting links or hyperlinks, RYMO GmbH shall not be liable for the accessibility, existence or security of these databases or services, nor for their content. RYMO GmbH is not liable for the accessibility, existence or security of these databases or services, nor for their content. In particular, RYMO GmbH shall not be liable for the legality, accuracy, completeness, up-to-dateness, etc. of the content of such databases or services.
(1) Users are prohibited from posting content (e.g. through links or frames) on the marketplace that violates legal regulations, official orders or common decency. Furthermore, they are prohibited from posting content that violates the rights, in particular copyrights or trademark rights, of third parties.
(2) RYMO GmbH does not adopt third-party content as its own under any circumstances. The user guarantees the platform operator and the other users of the platform that the goods and services offered by him in tenders and auctions do not infringe any copyrights, trademarks, patents, other property rights or trade secrets.
(3) RYMO GmbH reserves the right to block third-party content if it is punishable under the applicable laws or clearly serves to prepare criminal acts.
(4) The user shall indemnify RYMO GmbH against all claims asserted by third parties against RYMO GmbH due to the infringement of their rights or due to legal violations based on the offers and/or content posted by the user, insofar as the user is responsible for these. In this respect, the user shall also assume the costs of RYMO GmbH's legal defense, including all court and legal fees.
- 9 Other obligations of the user
(1) The user is obliged to,
(a) to set up and maintain the necessary data security precautions during the entire term of the contract. This essentially relates to the careful and conscientious handling of logins and passwords;
(b) to inform RYMO GmbH immediately of any technical changes occurring in its area if they are likely to impair the provision of services or the security of the RYMO GmbH marketplace;
(c) to cooperate in the investigation of attacks by third parties on the marketplace, insofar as this cooperation by the user is required;
(d) to conduct business on the marketplace exclusively within the scope of commercial business operations for commercial purposes
(2) The user undertakes to refrain from all measures that endanger or disrupt the functioning of the marketplace and not to access data that he is not authorized to access. Furthermore, he must ensure that his information and data transmitted via the marketplace are not infected with viruses, worms or Trojan horses. The user undertakes to compensate RYMO GmbH for all damages arising from non-compliance with these obligations for which he is responsible and, in addition, to indemnify RYMO GmbH against all claims by third parties, including legal fees and court costs, which they assert against RYMO GmbH due to non-compliance with these obligations by the user.
- 10 Data security and privacy policy
(1) The servers of RYMO GmbH are secured in accordance with the state of the art, in particular by firewalls; however, the user is aware that there is a risk for all participants that transmitted data can be read out during transmission. This applies not only to the exchange of information via e-mail that leaves the system, but also to the integrated messaging system and all other data transmissions. The confidentiality of the data transmitted when using the marketplace can therefore not be guaranteed.
(2) The user agrees that RYMO GmbH may store information and data about the course of tenders and auctions as well as the behavior of buyers or suppliers in the execution of these transactions in anonymized form and may only use this anonymized form for marketing purposes, e.g. for the creation of statistics and presentations.
(3) During the term of this contract, RYMO GmbH is entitled to process and store the data received from the user in connection with the business relationship in compliance with the provisions of the applicable data protection regulations. In particular, the user agrees that RYMO GmbH:
(a) stores and processes the information provided by the user as part of the registration application regarding company data, billing data and contact persons of the user as well as corresponding updates communicated by the user;
(b) stores the data independently entered into the marketplace by the user in connection with the company presentation desired by the user in the trading area under administration and makes it available for retrieval by other registered and non-registered users in the public and closed areas of the marketplace;
(c) stores any personal data used in the course of transactions and forwards it to other users and - if the user concerned so wishes by selecting a public transaction - makes it available for retrieval by other registered and non-registered users in the public area of the marketplace;
(d) stores non-personal data on the content of transactions and forwards it to other users and - if the user concerned so wishes by selecting a public transaction - makes it available for retrieval in the public area of the marketplace for other registered and non-registered users.
(4) Any further use of personal data beyond the aforementioned use requires the separate consent of the user. The user is entitled to revoke the consent given in accordance with paragraph 3 at any time, insofar as he has hereby consented to the use of personal data.
(5) RYMO GmbH will otherwise treat as confidential all data relating to the user that is marked as confidential by the user and will only use it in accordance with these terms of use. RYMO GmbH reserves the right to deviate from this if RYMO GmbH must disclose user data due to legal or official orders.
(6) With the admission according to § 3, the user guarantees RYMO GmbH and all other users that the user has complied with the data protection requirements with regard to the data transmitted by him and indemnifies RYMO GmbH from any claims, including those of a public law nature. In particular, the user himself must ensure that any necessary consent is obtained from employees before personal data of employees is entered into the platform as part of setting up employee logins or in any other way.
(7) Further provisions can be found in a separate privacy policy, which is made available to the user.
- 11 Assignment and offsetting
(1) A partial or complete transfer of the user's rights from the contract with RYMO GmbH to third parties is excluded.
(2) The user is only entitled to offset against RYMO GmbH with undisputed or legally binding counterclaims.
(1) The contract on which these terms of use are based is concluded for an indefinite period. It begins with the approval by RYMO GmbH in accordance with § 3.
(2) The contract may be terminated by either party with three months' notice to the end of the month.
(3) Each party has the right to terminate the contract for good cause without observing a notice period. An important reason for RYMO GmbH is in particular:
(a) a user's breach of the provisions of these Terms of Use which is not remedied even after a deadline has been set;
(b) the criminal act of a user or the attempt to commit such an act, e.g. fraud;
(c) the user is more than six weeks in arrears with the payment obligation in accordance with the payment to be made by the user pursuant to § 3 (2) and (3).
(d) persistent operational disruptions due to force majeure beyond the control of RYMO GmbH, such as natural disasters, fire, breakdown of supply networks through no fault of RYMO GmbH.
(4) Any notice of termination must be given in writing. Notices of termination by e-mail shall comply with the written form requirement.
(1) Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for all legal disputes is Schärding am Inn.
(2) Should individual provisions of these Terms of Use be or become invalid and/or contradict the statutory provisions, this shall not affect the validity of the remaining Terms of Use. The invalid provision shall be replaced by the contracting parties by mutual agreement by a provision which comes closest to the economic purpose of the invalid provision in a legally effective manner. The above provision shall apply accordingly in the event of loopholes.
