Service Contract
(Version of March 14, 2025)
concluded between
OE Service GmbH (FN 496886 s) Dr. Franz-Palla-Gasse 21, A-9020 Klagenfurt, acting as the "Provider" on one hand
and the
Sole Proprietorship or Company Address as per registration form, acting as the "Customer" on the other hand
as follows:
Preamble
Various car brands operate online portals that, in addition to so-called "digital service booklets," also provide different manufacturer information. These online portals, and especially the digital service booklets available there, are organized and provided as a central database by the respective vehicle manufacturer. The digital service booklet allows all maintenance data and service work on a vehicle to be entered directly, stored, and retrieved as needed.
The Customer operates one or more vehicle service and/or repair workshops, with or without a trading business, or a similar business. As part of its operations, the Customer requires access to the online portals of various vehicle manufacturers, particularly to make, edit, delete, or retrieve manufacturer information from the digital service booklets. Since registration, maintaining access, and making entries can be inconsistent, complex, and time-consuming, the Customer seeks an easier solution that also supports the manufacturer-compliant execution of service processes.
The Provider offers efficient services related to digitization processes, information retrieval, and data processing in the vehicle service and repair sector. The Provider has developed a "one-stop-shop" service to simplify the processing of service entries into digital service booklets and the retrieval of manufacturer information for workshops. These services are provided exclusively to entrepreneurs with valid business licenses.
1. Scope of Application, Communication and Conclusion of Contract
The following service agreement with the provider applies exclusively to customers who are entrepreneurs within the meaning of § 1 of the Austrian Commercial Code (UGB). The customer expressly agrees that all notifications, confirmations or declarations of the provider — unless expressly provided otherwise — can also be effectively sent to him via the e-mail address provided by him.
By registering for a customer account, the customer agrees to these contractual provisions and declares his intention to make use of the provider's services. The provider is under no obligation to accept the registration. The Provider shall first confirm receipt of the registration by e-mail, check the content and only then confirm the conclusion of the contract, if any.
Deviating agreements, ancillary agreements, terms and conditions of purchase or general terms and conditions of customers shall not be accepted by the provider as part of the contract unless the provider has expressly agreed to their validity in writing in advance.
2. Subject Matter of the Contract
2.1 General Services
The customer commissions the provider to set up a user account on its platform and to provide the services offered. To this end, the customer shall specify the specific scope of services he wishes to use and the form of billing and payment. The possible options (pay per use, subscription, monthly/yearly payment, etc.) are clearly displayed on the provider's website and can be selected accordingly by the customer.
2.2 Online Portals Already Available
The customer commissions and authorizes the provider to perform the following services on behalf of the customer on currently available online portals of various vehicle manufacturers in general (and, if necessary, in more detail):
- (a) Registration of the customer on available portals
- (b) Ongoing administration of the user accounts there
- (c) Entries in digital service booklets (according to individual order)
- (d) Information retrieval (repair instructions, service history, etc.) (by individual order)
- (e) Other activities necessary or usually associated with the above points
A list of the currently available online portals can be found under the keyword "Manufacturer overview" on the provider's website.
2.3 Newly Added Online Portals
The provider shall inform the customer in writing (by e-mail) if a new portal is added to the range of services. This information is required for the fulfillment of contractual or pre-contractual measures in accordance with Art. 6 para. 1 lit. b DSGVO. With the inclusion of a new manufacturer portal, the subject matter of the contract is extended accordingly and the provider creates a new portal access for the customer (at no additional cost).
2.4 Necessary Changes or Additions to the Service
The technical development of the Internet, statutory regulations or requirements, as well as the further development of its own and third-party products, shall entitle the Provider to make any necessary changes or additions to the service to be provided by it. Point 5 applies.
If the customer wishes to make changes or additions to a service, he must inform the provider of this. The Provider shall inform the Customer within a reasonable period of time whether and under what changed conditions the change or addition is possible. All supplements, amendments, additions or additional agreements shall only become effective with the express written consent of the Provider.
3. Prerequisite for the Provision of the Service
The Provider shall perform the services in accordance with the type and scope of the information and documents provided by the Customer and shall rely on their integrity. The Customer therefore gives the Provider a binding assurance that
- (a) all information has been correctly and properly transmitted to the Provider and is up to date;
- (b) the Customer can grant the Provider a legally valid authorization for the commissioned data processing (point 11) and the Customer in particular has all necessary authorizations, approvals and consents (e.g. from vehicle owners or employees) to perform the Services (including by the Provider);
- (c) unauthorized persons do not have access to the account data on the provider portal, which is ensured in particular by suitable technical and organizational security measures;
- (d) no other natural/legal persons have been, will be or have already been commissioned to perform identical services (to avoid unauthorized double entries);
- (e) any existing access data of the customer to (individual) online portals are handed over to the provider for uniform administration.
The provider is dependent on third parties, in particular on (information provided by) the customer, but also on various vehicle manufacturers. The Provider shall not be liable for delays or defects in the provision of services caused by third parties (e.g. missing or incorrect information; system errors in the online service portal, etc.). The provider assures the customer within the scope of its own sphere of influence:
- (f) to provide all services and related activities promptly and carefully on the basis of the instructions, information and documents provided by the customer (the content of which has not been checked by the provider);
- (g) to promptly arrange for the registration of the customer in online portals in accordance with point 3 and to forward to the customer any data protection declarations, terms of use or other general information of the online portals that are only accessible afterwards;
- (h) to carry out individual information retrievals from online portals in accordance with point 3 in a timely manner;
- (i) to initiate or provide necessary updates and updates in its sphere continuously and promptly (cf. Section 7 in conjunction with Section 1 (3) VGG).
4. Remuneration / Remuneration and Contract Adjustment
The Provider shall be entitled to reasonable remuneration for the provision of its services. Unless otherwise agreed in writing, the Provider shall be entitled to the fee currently published on the Provider's website for the respective service provision (see www.oeservice.eu/pricing). All fees are to be understood as net fees excluding VAT and any other possible charges, expenses, costs, services or fees from third parties.
The Provider is entitled to adjust its services, create new product models (e.g. subscription packages) and/or adjust fees from time to time. The customer must be notified of these changes in writing in advance. They shall enter into force at the earliest if the customer does not object in writing within fourteen days of notification. If the customer objects to the adjustment in due form and time, the provider shall be entitled, but not obliged, to refrain from providing further services. If the Provider opts for extraordinary termination of the contract in accordance with point 9 (c), point 10 shall apply.
5. Transmission, Storage and Use of Data
The customer transmits data for the purpose of providing the service. This data is stored and processed by the provider for the purpose of providing the service and for retrieval by the customer. For any form of storage and further processing, the provider adheres to strict data protection regulations, undertakes to comply with all legal obligations and to ensure, both internally and in cooperation with third parties, that appropriate and effective data protection standards are applied and enforced. In addition to the express commissioning for these purposes, the customer authorizes the provider to use all data for the purpose of analysis and information gathering, both for itself and in cooperation with third parties, both free of charge and against payment, subject to the same data protection standards.
6. Invoicing
Invoicing is carried out in electronic form without exception and is made available to the customer in his personal user area of the portal.
7. Terms of Payment / Due Date
With the exception of the "pay per use" model, the tariff models and add-ons are subscriptions that are billed at the beginning of the selected billing period. Services that are not included in the respective tariff will be billed separately in the following month if the service is successfully provided.
When registering, the customer can choose between a monthly or annual billing period for all subscription tariffs, whereby this refers to the calendar month or year from the time of registration and not the calendar year.
The charge for the first month is calculated on a pro rata basis.
Payment is made automatically using the payment method provided by the customer during registration.
If the deposited payment method is not sufficiently covered and the provider incurs additional transaction costs or reminder fees as a result, the provider reserves the right to pass on the resulting additional costs to the customer.
An overview of all current costs and upcoming invoices, as well as the payment method used, can be viewed by the customer at any time in the customer portal at https://portal.oeservice.eu. There is therefore no additional notification of upcoming billing or debits using the payment method on file.
8. Warranty and Liability
8.1 No constant availability: According to the state of science and technology, it is not possible to exclude errors in products (especially software) under all conditions of use. This also applies to downtimes due to maintenance, software or security updates, technical problems of third parties, force majeure and circumstances beyond the control of the Provider. The provider is therefore not liable for the uninterrupted or error-free use of products or portals. Prolonged unavailability may entitle the customer to terminate the contract in accordance with point 9(b) of this contract. The Customer declares that it will not assert any claims for damages and/or warranty claims for failures.
8.2 Customer's own responsibility for content/transmission: The customer shall ensure the accuracy of the transmitted information, the legal validity of its authorization to place orders and the functionality of its own infrastructure (software and hardware, etc.) at its own expense, responsibility and risk. The customer undertakes to comply with all relevant legal provisions and technical/organizational protective measures when creating and posting content in his user account and, in particular, to take appropriate measures to prevent unauthorized third parties from gaining access to his user account. At this point, reference is also made to point 11. The customer bears sole responsibility for the content stored in his user account and transmitted from his user account to the provider. The provider assumes no liability for this. Any claims of the customer against the provider in this regard are excluded. The Customer shall indemnify and hold the Provider harmless with regard to any third-party claims resulting from incorrect information (see also 8.7).
8.3 Proof of defects and obligation to give notice of defects: A relevant defect only exists if the customer can prove that the provider has provided a service in accordance with point 3.1 (c) or (d) in clear contradiction to the customer's instructions or information. The customer must notify the provider of the defect in writing, giving reasons, within five working days of the provision of the service, failing which the customer shall forfeit any claim. Relevant defects shall be remedied at the discretion of the Provider either (free of charge) by rectification or replacement of the service. Price reductions are excluded. A right of withdrawal and right of recourse is excluded.
8.4 Limitation of liability: Insofar as this does not violate mandatory law, the Provider shall only be liable for compensation for damages caused by it, its employees and/or vicarious agents in connection with this contract in the event that these damages were caused by gross negligence or intent. Liability for gross negligence is limited in individual cases to the amount of the respective fee for the service. However, the associated limitations of liability do not apply to compensation for personal injury.
8.5 Exclusion of liability: The liability of the Provider for slight negligence as well as indirect damages or consequential damages — such as loss of profit, costs associated with business interruption, loss of data, financial losses or claims by third parties — is expressly excluded to the greatest extent possible, regardless of whether caused by the Provider, its employees and/or vicarious agents.
8.6 Exclusion of liability for account deletion after the takeover period: see point 10.
8.7 For liability and compensation issues in connection with data protection aspects, the relevant provisions of the data processing agreement shall apply.
8.8 Claims for damages shall expire in accordance with the statutory provisions, but no later than six months after knowledge of the damage and the damaging party. The injured party must prove the existence of gross negligence or intent.
9. Term of Contract / Termination Period and Termination Date
This contract shall enter into force upon acceptance by the Provider and is concluded for an indefinite period.
The customer may terminate the contract at any time at the end of each billing period without giving reasons, whereby in the event of termination within the first six months an offboarding fee of € 200 will be charged, which takes into account the provider's extensive administrative expenses for the initial setup of the portal accesses.
The contract can be terminated unilaterally at any time for good cause immediately and without observing a notice period ("extraordinary termination of contract"). Important reasons are, in particular, if
- (a) the opening of insolvency proceedings against the provider's assets has been rejected for lack of assets to cover the costs;
- (b) one contracting party has notified the other contracting party of a breach of a material provision of this contract and has requested the other contracting party to remedy the breach within a period of at least 14 days and the other contracting party fails to comply with this request within the period set;
- (c) the customer objects to a fee adjustment in accordance with point 5 in due time and the provider declares that it will refrain from continuing to provide the service.
10. Effects of the End of the Contract
The end of the contract leads to the closure of all account data and usage options of the user. Furthermore, all accounts created with the manufacturers will be deleted by the provider at the end of the contract. The customer therefore has the unrestricted option of creating new accounts with all manufacturers immediately after the end of the contract.
In the event of termination of the contract in accordance with point 9, the Provider shall refund any customer credit still available, less the termination fee announced at the time of conclusion of the contract, within fourteen days of declaration by suitable means.
11. Confidentiality and Data Protection / Order Processing Agreement
The contracting parties and their employees undertake to comply with all applicable data protection and confidentiality provisions. In particular, the contracting parties also undertake to maintain confidentiality regarding all information that they exchange or learn in connection with the service. This naturally excludes the use and disclosure of information that is necessary for the performance of the service itself. The above obligations shall also apply after termination of this contractual relationship.
The provider performs the service itself and thus the data processing required for the actual fulfillment of the contract exclusively on behalf of and on the instructions of the customer as the data controller under data protection law. The parties have concluded an order processing contract in electronic form for further specification, which supplements this service contract (cf. Art. 28 para. 9 DSGVO).
In particular, the customer warrants that it will safeguard and take into account the rights of data subjects and that it has legally valid authorization to place orders with the provider. This includes, in particular, compliance with the Customer's obligations to provide information and clarification to its workshop customers, vehicle owners or its employees, in particular with regard to data transfers and any lack of intellectual property rights in the event of any transfer to a third country or the obtaining of any necessary consents.
In all other respects, the provisions of the provider's currently valid, general privacy policy, which is published on its website, apply: Privacy Policy
12. Miscellaneous
Disputes arising out of or in connection with this contract shall be governed by the laws of the Republic of Austria, excluding its conflict of law rules and the provisions of the UN Convention on Contracts for the International Sale of Goods. The exclusive jurisdiction of the relevant courts at the registered office of the provider in Klagenfurt is agreed for the resolution of all disputes arising from this contract.
Deviating agreements, collateral agreements, supplements or additions to this contract must be made in writing to be legally effective, as must any mutually agreed waiver of this formal requirement.
Insofar as provisions of the order processing contract between the customer and the provider in accordance with point 11 conflict with this contract, the provisions of the order processing contract shall take precedence.
Should individual provisions of this contract be or become invalid or ineffective, this shall not affect the validity and effectiveness of other provisions. In the event that a provision is legally invalid, it shall be deemed to be replaced by a provision that comes closest to the legally valid provision in terms of content.
Klagenfurt, _________________
[Date of the customer's registration certificate]
