General Terms and Conditions (GTC) of Cybly GmbH
Status July 2023
1. preamble
1.1 The LawThek is a legal information system that provides access to European, Austrian and certain foreign legislation and case law as well as a platform for electronic publications.
1.2 Cybly GmbH, FN 427660 m, Strubergasse 28, 5020 Salzburg (hereinafter referred to as “Cybly”) develops and operates the LawThek as part of a cloud service hosted by a purely Austrian service provider.
1.3 Registered users can use a variety of LawThek functions free of charge.
1.4 In addition, Cybly grants institutional users additional functions of the LawThek for a fee (LawThek Pro user license).
2. scope of application of the GTC
2.1 These GTC shall apply to agreements between Cybly and the Customer on the other hand, for the legal transaction in question, and also for all future transactions, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.
2.2 We contract exclusively on the basis of our General Terms and Conditions.
2.3 Terms and conditions of the customer or amendments or supplements to our GTC require our express written consent - in the case of business customers - in order to be valid.
2.4 The customer’s terms and conditions shall not be recognized even if we do not expressly object to them upon receipt.
3. Service description user license LawThek Pro
3.1 The purchase of a LawThek Pro user license by the Customer entitles the Customer to use the LawThek in accordance with the following paragraphs.
3.2 Cybly grants Customers the use of the following additional functions of the LawThek, whereby the scope of use is to be agreed separately between Cybly and the Customer:
3.2.1. working in a closed group with shared access to documents and information;
3.2.2. inviting other LawThek users to your own group;
3.2.3. rights management in the group in order to be able to form teams and to give users access to individual content (the number of group administrator or content administrator accounts available to the customer with content-creative writing authorization within the group is agreed in detail);
3.2.4 Notification of new content;
3.2.5. the use of various ‘smart folders’ in which content can be automatically curated (the number of ‘smart folders’ is agreed separately);
3.2.6. the transmission of content for publication in the shared group or for the public; the release of content for the public takes place in agreement with Cybly and subject to section 3.3.
3.2.7. tagging and linking the content transmitted for publication in this way with existing content, in particular already recorded own publications, legal texts or decisions;
3.2.8 Searching the content in your own (personal) folder, that of the group or the entire database;
3.2.9. setting up “news feeds” to provide information to your own user group (or possibly also to the public) (if agreed separately);
3.2.10. Setting up a separate “landing page” in the LawThek system for institutions (with its own logo and URL for direct access) (if agreed separately);
3.2.11. Establishment of a public publication page (‘digital bulletin board’) (if agreed separately);
3.3 For all content that is transmitted for the public, the applicable quality requirements of Cybly and any peer review procedure specified by Cybly must be complied with. Cybly reserves the right to reject or terminate the publication of content transmitted for the public at its own discretion.
3.4 The customer may not transmit any illegal, otherwise infringing or offensive content or content that is contrary to public morals and order.
3.5 The use of the LawThek in accordance with the aforementioned points is subject to the respective technical and functional status of the LawThek and Cybly is not obliged to provide or maintain any particular functionality on a permanent basis.
3.6 The Customer acknowledges that the use of the LawThek requires registration on the LawThek and compliance with the Terms of Use and that the use of the LawThek by the Customer is therefore also subject to Cybly’s Terms of Use.
3.7 The Customer agrees that the use of the LawThek may be subject to interruptions or changes and functional restrictions due to maintenance work, updates and temporary or permanent changes to functions that Cybly carries out at its own discretion. The parties agree that no claims for compensation or other liability on the part of the Customer can be derived from this.
3.8 Messages to Cybly regarding support or other inquiries will be read and processed during normal office hours. Cybly does not owe any special or customary help desk standard, but processes messages within the scope of its capacities.
3.9 The place of performance for the mutual services is the registered office of Cybly in 5020 Salzburg, Austria.
4. terms of payment
4.1 All payments to be made by the customer under this contract, plus VAT and any other charges, are due upon receipt of the invoice by the customer. A payment term of 14 days from the due date shall apply. With regard to value added tax or other levies prescribed by a tax assessment notice, including ancillary claims, it is agreed that Cybly’s claim for compensation against the Customer shall not arise until the tax assessment notice (the last tax assessment notice in the event of repeal by a court of public law) becomes legally effective.
4.2 The entitlement to a cash discount deduction requires an express written agreement with business customers.
4.3 The customer undertakes to pay reminder fees of € 150.00 per reminder for reminders that are necessary and appropriate for the collection of the claim, provided that this is in reasonable proportion to the claim being pursued.
4.4 In the event of default of payment, the statutory default interest shall be charged. Furthermore, Cybly is entitled to discontinue the publication of all of the Customer’s content and to terminate the contract prematurely by setting a grace period of 14 days. Any associated costs shall be borne by the customer.
4.5 The Customer is not entitled to offset Cybly’s claims against counterclaims (set-off prohibition), unless these have been previously recognized by Cybly in writing or legally established by a court of law.
4.6 The Customer must notify Cybly of any objections to the invoice without delay, but in any case within 7 days of receipt of the invoice, failing which the invoice amount shall be deemed to have been accepted by the Customer.
5. value retention
5.1 Stability of value is expressly agreed for all fees arising from the agreement between Cybly and the Customer. The consumer price index 2020 (base year 2020) published monthly by Statistics Austria or an index replacing it shall serve as a measure for calculating the stability of value.
5.2 The index figure calculated for the month prior to the conclusion of the contract serves as the reference value for this contract. The adjustment shall be made at Cybly’s discretion either on December 31 of a calendar year or on the anniversary date of the conclusion of the contract.
6. intellectual property rights
6.1 The Customer grants Cybly the exclusive right to reproduce and distribute all content that the Customer transmits in the LawThek for the public, alone or together with other such content, for the duration of the statutory copyright protection, without restriction as to territory or content. It is clarified that this also includes the right to reproduce and distribute by way of electronic readable publications or electronic publication platforms operated by Cybly or third parties on its behalf. Should the statutory protection period be extended in the future, the granting of rights shall also apply to the extension period.
6.2 The Customer shall also grant Cybly the exclusive rights, unlimited in terms of territory, time and content, to the content that it transmits to the public in the LawThek for utilization by or via types of use or media not yet known or not yet developed or not yet (commercially) usable at the time of conclusion of the contract.
6.3 For the purpose of the best possible - also commercial - use of the content that the Customer transmits in the LawThek for the public, the Customer also grants Cybly all other rights of use to this content for all types of use as well as all other rights and claims arising from copyright for commercial or non-profit exploitation, in particular the exclusive rights of use, other rights and claims, unlimited in terms of territory, content and time, to translate, transfer and edit (including abridgments and additions) this content and the rights to use these versions.
6.4 Neither during the term of the contract nor after termination of the contract shall the Customer have any claim to the removal of content that the Customer has transmitted in the LawThek for the public from the LawThek or other Cybly channels, unless mandatory provisions of data protection or privacy law provide for such a claim.
6.5 Cybly is entitled to transfer all rights granted to it under this Section 6 in whole or in part to third parties without requiring the Customer’s consent.
6.6 The Customer also grants Cybly the non-exclusive right to use the Customer’s name or artist name in connection with the - also commercial - use of the public content and its promotion.
6.7 Cybly is entitled to take the necessary measures in its own name and/or in the name of the Customer to protect the rights specified in this Section 6 against third parties, in particular to take legal action against infringements of these rights, either out of court or in court.
6.8 The rights granted to Cybly under this Section 6 shall continue to exist as non-exclusive rights after termination of the contract.
7 Warranty and liability
7.1 Cybly shall only be liable for breach of contractual or pre-contractual obligations arising from this contract in the event of financial loss in cases of intent or gross negligence. Compensation for loss of profit and consequential damages is excluded.
7.2 Cybly is not liable for the accuracy of the content of the LawThek and the search results and links to content. The contents of the LawThek do not constitute a legal recommendation or legal advice.
7.3 Cybly provides no guarantee and is not liable for a specific user interface, functionality or other characteristics of the LawThek or other Cybly channels.
7.4 The responsibility for the accuracy of the content created by the customer lies with the customer. Furthermore, the customer shall bear sole responsibility for the content and design as well as the overall legal admissibility of the content published by him. This applies in particular to the acquisition of all copyright, trademark and personal rights licenses or rights for the production and publication of the published content, including any necessary ancillary rights (in particular reproduction and distribution).
7.5 Cybly is under no obligation to the Customer to check the legal admissibility of the content of publications. However, Cybly reserves the right to check the admissibility of publications and not to publish them or to remove them, in particular if they contradict Cybly’s GTC or its terms of use.
7.6 The Customer undertakes to indemnify and hold Cybly harmless from and against all third-party claims asserted against Cybly in connection with the content created by the Customer or other Users in the Customer’s Group or otherwise contributed to the LawThek by the Customer or the Users in the Customer’s Group.
7.7 In the event of a claim for defects, the Customer shall be responsible for proving that the defect already existed at the time the service was provided by Cybly.
8. secrecy
8.1 The contracting parties undertake to treat all confidential information that becomes known to the contracting parties in connection with the execution of this contract as confidential for the entire term of this contract and for a further year after termination of the contract and not to disclose it to third parties or use it in any other way. Confidential information is understood to mean all information which is not generally known and which is either expressly classified as confidential by one of the contracting parties or for which it is clear from the circumstances that it should be treated as confidential.
8.2 Confidential documents or other information carriers must be returned to the other contracting party immediately upon termination of the contractual relationship.
9. data protection
9.1 In addition to the General Terms and Conditions, Cybly’s Privacy Policy shall apply.
9.2 The Privacy Policy is available on the Cybly website.
10. duration and termination of contract
10.1 Unless otherwise agreed, agreements between Cybly and the Customer that establish a continuing obligation are concluded for an indefinite period and may be terminated in writing by either party to the contract subject to a notice period of 6 months.
10.2 Irrespective of the possibility of ordinary termination, the contract may be terminated for good cause with immediate effect in writing by e-mail, whereby good cause shall include in particular
10.2.1. for Cybly if the Customer is in arrears with payment obligations arising from the contractual relationship and has been unsuccessfully reminded with a grace period of 2 weeks and under threat of termination of the contract;
10.2.2. for Cybly, if the content transmitted by the Customer or by users in the Customer’s environment contains illegal, otherwise infringing or offensive content or content that is contrary to public morals and order and this grievance is not remedied within a grace period of 7 days from the request (in writing or by e-mail);
10.2.3. for Cybly, if the Customer has been in arrears with payment obligations arising from this contractual relationship for at least 2 months and has been unsuccessfully reminded, setting a grace period of 2 weeks and threatening to terminate the contract;
10.2.4. for Cybly, if the Customer breaches contractual obligations which make it impossible for Cybly to fulfill the contract;
10.2.5. for each party if the other party repeatedly (at least twice) breaches material provisions of this Agreement despite a warning and a grace period and maintains this breach; or
10.2.6. for each party if insolvency proceedings are opened against the assets of the other party or are not opened due to a lack of cost coverage, provided that this does not conflict with any insolvency law provisions.
11. costs and fees
11.1 Each party shall bear its own legal costs incurred in connection with the preparation and negotiation of the contract.
11.2 Any fees and transaction taxes incurred in connection with the conclusion of the contract shall be borne by the customer.
12. Final provisions
12.1 Amendments or additions to the contract (including these GTC) must be made in writing. No ancillary agreements have been made.
12.2 All fees are net, excluding VAT and any cash expenses (e.g. travel expenses).
12.3 Should one of the contractual provisions be invalid or unenforceable, this shall not affect the validity and enforceability of this contract itself and its remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that comes closest to the economic result of the invalid or unenforceable provision, is valid and enforceable and corresponds as closely as possible to the intention of the contracting parties at the time the contract was concluded.
12.4 The place of performance for both parties is the registered office of the company. For disputes arising from or in connection with the contract, the parties agree that the Commercial Court of Vienna shall have exclusive jurisdiction.
12.5 The contractual relationship shall be governed exclusively by Austrian law, to the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.