Terms of Service

ImageTwin AI GmbH

Last updated: June 16, 2023

1. Scope & Contractual Partner

1.1. These Terms of Service (ToS) apply to all contracts concluded between ImageTwin and your company or institution (“Customer“), in particular to orders placed through our website (www.imagetwin.ai). Deviating provisions shall only apply if they have been agreed upon in writing between ImageTwin and the Customer. The Customer agrees that in case of doubt, ImageTwin’s ToS shall be applicable, even if the Customer’s terms and conditions / terms of service remain unchallenged.
 
1.2. Contractual partner of the customer is
 
ImageTwin AI GmbH (in short “ImageTwin” or “we“)
Taubstummengasse 11
1140 Vienna, Austria
Firm Registration No. 575102p (Commercial Court Vienna)
UID: ATU77884559
E-Mail: service@imagetwin.ai
 
1.3. Contractual partner of ImageTwin (customer) is basically the company in whose name the order is placed. By indicating his offer, the customer confirms to be an entrepreneur in the sense of § 1 of the Austrian Commercial Code (UGB). Should it turn out otherwise, ImageTwin shall be entitled to withdraw from the contract at any time.
 
1.4. Subject to Change of ToS: ImageTwin is entitled to update and adjust the ToS (“Amendment”). This applies especially in case of changes or extensions of the ordered assortment. ImageTwin shall inform the customer at least two weeks before the planned change. If the customer objects to the planned change in writing within these two weeks, ImageTwin may either continue the contractual relationship on the basis of the previous ToS or terminate it (extraordinary termination). In case of extraordinary termination, the customer shall be reimbursed aliquot for any unused scan options (cf. section 3.1 and 3.2).
 
1.5. Legal Succession: Rights and obligations under this Agreement shall pass to any legal successor of ImageTwin, unless ImageTwin or the legal successor declares otherwise. This applies in particular in case of sale of ImageTwin. The customer already gives his consent to this in advance.
 
1.6. Subcontractor: ImageTwin is entitled to assign the execution of the service/maintenance contract with all rights and obligations to third parties, whereby ImageTwin remains the sole contractual partner.
 
1.7. Place of performance: The place of performance shall be the Austrian registered office of ImageTwin.
 
 
2. Offers and conclusion of contracts
 
2.1. All offers of ImageTwin (e.g. website, information material at trade fairs, etc.) are subject to change and non-binding with regard to the availability of the services. For details on the services, please refer to the service descriptions available at the time of the order.
 
2.2. The sending of an acknowledgement of receipt by ImageTwin does not constitute an acceptance of the customer’s order by ImageTwin. A contract is only concluded with the explicit acceptance by ImageTwin (e.g. sending of an invoice, debiting of the amount owed, sending of an order confirmation, activation of the scanning option on the website).
 
2.3. Unless otherwise agreed, ImageTwin shall be entitled to charge a reasonable fee for individual cost estimates.
 
 
3. Service packages, contract term & ordinary termination & service months
 
3.1. As part of an annual subscription, the customer receives the right to perform the maximum number of scans per year specified in the respective service agreement. Scanning opportunities not used during this year will expire. Additional scans will be charged individually at the price specified in the service agreement.
 
3.2. As part of the “One Time Plan”, the customer acquires the right to perform the maximum number of scans listed in the respective service package for a maximum period of 2 years by making a one-time payment. Scan options not used during these 2 years expire.
 
3.3. A “scan” means that either 1 PDF or 25 individual images can be scanned.
 
3.4. Each annual Subscription is automatically renewed for a further year if it is not terminated in writing with two weeks’ notice to the expiry of the original Subscription (ordinary termination).
 
 
4. Prices & Price Adjustments & Terms of Payment & Price Surcharges
 
4.1. Prices: In case of doubt, all prices are net prices plus the statutory value added tax.
 
4.2. Price Adjustment: ImageTwin has the right to increase prices for annual subscriptions in line with increased costs for renewing the subscription (e.g. personnel costs, research & development, office rent, etc.).
 
4.3. Any objections to the invoicing or price adjustment (item 4.2) shall be communicated to ImageTwin in writing within 7 days from the date of invoicing, otherwise the invoice and price adjustment shall be deemed accepted.
 
4.4. Payment methods: Depending on the agreement, ImageTwin offers different payment methods that are displayed during the booking process (e.g. credit card, Klarna, Ali Pay, SEPA direct debit, Google, Apple Pay).
 
4.5. Additional scans beyond the purchased quota will be billed quarterly according to the applicable rates.
 
4.6. Default interest & collection costs: In case of late payment, default interest in the amount of 12% p.a. will be charged. ImageTwin reserves the right to claim further damages. In addition, the customer shall bear the costs arising from the necessary intervention of a lawyer according to the Austrian Lawyers’ Fees Act (RATG) or the lawyer’s fees appropriate at the customer’s
domicile.
 
4.7. The application of § 934 of the Austrian Civil Code (ABGB) (reduction by more than half) is excluded by mutual agreement.
 
 
5. Right of termination on the part of ImageTwin
 
5.1. ImageTwin reserves the right to terminate the contract extraordinarily under observance of a 4-week notice period, if an economically reasonable continuation of the contract is no longer given for ImageTwin (e.g. due to increase of internal costs etc.) or ImageTwin does not continue to process individual business fields or geographical areas for e.g. strategic or other economic reasons. In case of such extraordinary termination on the part of ImageTwin, the customer shall be reimbursed on a pro rata basis for any unused scan options (cf. items 3.1 and 3.2). The customer may not derive any other claims against ImageTwin from such extraordinary termination.
 
 
6. Extraordinary termination & consequences of early termination of contract
 
6.1. This agreement may be terminated by either party – unless otherwise agreed, without notice and without the need for a prior warning – with immediate effect if there is good cause which makes further cooperation unreasonable (extraordinary termination).
 
6.2. In case of justified extraordinary termination on the part of ImageTwin and in case of unjustified premature termination by the customer, the customer will be refunded one quarter of the value of the not yet used scanning possibilities. The remaining amount will be retained by ImageTwin as liquidated damages.
 
 
7. Uploads, Intellectual Property Rights and Customer Liability
 
7.1. The files to be uploaded by the customer must meet the respective requirements in terms of size. The size of the uploaded file per scan is limited to 50 pages or 25 images. Depending on the file type (e.g. pdf or image file), there are limitations regarding the file size (MB), which are displayed directly on the website.
 
7.2. The customer guarantees that the files uploaded by him and their contents do not violate any third party rights (e.g. copyright) and do not violate any legal requirements (e.g. racist or otherwise prohibited contents). The customer guarantees that he is authorized to upload the respective files and their contents to ImageTwin. The customer shall indemnify and hold ImageTwin harmless in this respect.
 
7.3. Breaches of such obligations and warranties shall constitute grounds for extraordinary termination on the part of ImageTwin.
 
7.4. The customer has to keep his access data including the password confidential. He shall indemnify and hold ImageTwin harmless in case of misuse of his account for which he is responsible.
 
7.5. If a customer has several accounts, a message to one of these accounts is sufficient for a legally binding declaration on the part of ImageTwin.
 
 
8. Liability, warranty and compensation
 
8.1. Unless a warranty can be excluded due to performance, the provisions regarding the statutory warranty shall apply, whereby the period for asserting any defects against ImageTwin shall be reduced to six months. The customer has to prove that the defect already existed at the time of performance (exclusion of § 924 Allgemeines Bürgerliches Gesetzbuch – ABGB) and has to inform ImageTwin about it immediately in writing. In this context, ImageTwin shall not be liable for the correctness of any results of the image matching.
 
8.2. ImageTwin is liable for personal injuries caused by at least slightly negligent and unlawful behavior of ImageTwin. Beyond that ImageTwin is only liable if the customer proves at least grossly negligent behavior of ImageTwin.
 
8.3. In particular, ImageTwin shall not be liable for indirect damages, loss of profit, loss of interest, failure to realize savings, consequential and pecuniary damages or damages from third party claims. This applies in particular also in case of defective service provision or in case of a temporary disturbance or malfunction of the website of ImageTwin.
 
8.4. If – for whatever case – a penalty has been agreed at the expense of ImageTwin, it is subject to the judicial right of moderation and the assertion of a claim for damages exceeding the penalty is excluded by mutual agreement.
 
8.5. Any liability of ImageTwin shall become statute-barred six months after the customer has become aware of the damage and the damaging party, in any case one year after performance of the service or delivery.
 
8.6. Any recourse claims made against ImageTwin under the title “product liability” within the meaning of the Austrian Product Liability Act shall be excluded, unless the person entitled to recourse proves that the defect was caused within the sphere of ImageTwin and was at least caused by gross negligence.
 
 
9. Offsetting and retention
 
9.1. A set-off against claims of ImageTwin with counterclaims – of whatever kind – is excluded.
 
9.2. Justified complaints do not entitle the customer to retain the entire invoice amount, but only an appropriate part of it.
 
 
10. Written form and secrecy
 
10.1. All agreements, subsequent amendments, supplements, collateral agreements, etc. must be in writing to be valid. E-mails fulfill the requirement of the written form.
 
10.2. Both parties undertake to maintain secrecy vis-à-vis third parties with regard to the knowledge they have obtained from the business relationship.
 
 
11. Mention as reference
 
11.1. The customer agrees to the free naming of his name or his company name as a reference on the website or in other documents or in any other externally effective communication of ImageTwin. This also includes the use of the corresponding logo free of charge.
 
11.2. The customer may object to this use for the future at any time and without stating reasons. There is no claim to destruction of advertising material already produced and/or circulated.
 
 
12. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
 
12.1. Visiting the Site, sending emails to ImageTwin, and completing online forms constitute electronic communications. The customer consents to receive electronic communications, and agrees that all agreements, notices, disclosures, and other communications ImageTwin provides to the customer electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. The customer hereby agrees to the use of electronic signatures, contracts, orders, and other records of transactions initiated or completed by ImageTwin or via the website of ImageTwin. The customer hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
 
 
13. CORRECTIONS
 
13.1. There may be information on the Website of ImageTwin that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. ImageTwin reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice.
 
 
14. Applicable law, place of jurisdiction & severability clause
 
14.1. Austrian substantive law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules.
 
14.2. For the resolution of all disputes arising from this contract, the competent court for 1010 Vienna, Austria, shall have local jurisdiction. However, ImageTwin reserves the right to sue also at the general place of jurisdiction of the customer.
 
14.3. Should any provision of these ToS be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity of all other business provisions. The contracting parties shall replace the legally invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible in terms of content and purpose.