General Term and Conditions for corporate customers

1. Basic provisions

1.1. The

Carployee GmbH
FN 487221b
Peter-Behrens-Platz 10, 4020 Linz
( "Carployee".)

operates the Pave Commute App (the "App"), which is intended to support private users ("Users") in choosing their means of transport or their journey to work, university or other institutions. By means of the App, carpools can be formed as well as journeys by bicycle/public transport or footpaths can be optimized, points for mobility behavior can be collected and redeemed for advantages of various kinds ("benefits"; e.g. vouchers, promotional items) and links with employers can be formed. For employers, universities, leisure facilities or other companies ("customers"), Carployee offers the possibility to reward users for their mobility behavior via the app.

1.2. Carployee provides all services to its customers (together with Carployee: the "Parties") on the basis of these General Terms and Conditions ("GTC"), which are available at any time at pavecommute.app/business-terms-eu, in each case in the version valid at the time of the conclusion of the contract.

1.3. These GTC are exclusively addressed to entrepreneurs.

1.4. General terms and conditions of customers that provide for regulations deviating from these GTC or other contractual agreements between Carployee and a customer shall only apply if Carployee has expressly submitted to them in writing.

1.5. Carployee reserves the right to change these GTC at any time and without giving reasons. Changes to the fees or the scope of services are only possible with the express consent of the customer. If the amendments to the GTC are also to apply to existing contractual relationships, the amended GTC must be announced at least 30 days before they come into effect on Carployee's website at pavecommute.app/business-terms-eu and by sending the text of the GTC to the e-mail address last notified by the customer. If the customer does not object to the changes within 30 days of receipt of the aforementioned announcement in writing by e-mail to support@pavecommute.app, the changes shall be deemed accepted. In the event of a timely objection by a customer, the contractual relationship between this customer and Carployee shall continue in accordance with the GTC in the version prior to the announced change. If the continued operation of the app on the basis of the previous version of the GTC is technically no longer possible or no longer appears economically reasonable for Carployee for other reasons, Carployee may terminate the contract extraordinarily in the event of an objection by the customer.

2. Contract conclusion

2.1. The Customer shall receive a written offer (the "Offer") from Carployee for the type, scope and costs of the provision of the App or provision of other services ("Other Services"; together with the provision of the App "Contractual Services"). Carployee's offers or any cost estimates are non-binding and subject to change unless they are expressly designated as binding.

2.2. In the case of non-binding offers, the contractual relationship between the parties (the "Contract") shall only come into existence upon written order confirmation by Carployee or, in the absence of such order confirmation, upon commencement of the performance of the contractual services described in the offer (e.g. setting up of corresponding user accounts for the app). In the case of binding offers, the contract shall be concluded upon written acceptance of the offer by the Customer within the offer period specified in the offer.

2.3. No contract is concluded between Carployee and Users on the basis of these GTC. Likewise, no contract is concluded between the natural persons who exercise the rights of the Customer within the scope of the App and who enter the App via the Customer's account for this purpose ("Account Administrators") and Carployee. The Customer undertakes to ensure compliance by its Account Administrator(s) with all of the Customer's obligations resulting from the contractual relationship and these GTC.

Online purchase

2.4. When purchasing contractual services via Carployee's online store, the Customer submits a binding offer to conclude a contract for the respective contractual services to Carployee by clicking on the button "Buy with obligation to pay", to which the Customer remains bound for one week. A confirmation of receipt of the order follows immediately after sending the order by e-mail. Such automatic confirmation of receipt merely documents that the Customer's booking has been received by Carployee and does not constitute an acceptance of the Customer's offer. The contract for the provision of the contractual services is only concluded as soon as the customer has received a written order confirmation of the booking from Carployee by e-mail within the one-week period.

2.5. By clicking the checkbox "I have read and accepted the GTC" during the ordering process, the customer confirms that he has read and understood the GTC and expressly accepts these GTC.

3. Subject of the contract

3.1. The subject matter of the contract is the legal, organizational, commercial and technical conditions for the provision and operation of the app and the provision of other services. The basic functional description of the app and the associated dashboard for customers, as well as their technical requirements for use, are set forth in Annex ./1 to these GTC ("Functional Description and Requirements for Use"). The other services include in particular implementation and training services, insofar as these are agreed in the contract.

3.2. Prior to conclusion of the contract, the customer shall disclose the number of users (employees) at the agreed locations for which a link to the customer (as employer) is to be possible in the app. The number of users (employees) will be announced again by the customer for each billing period.

3.3. The Customer expressly understands and acknowledges that Carployee, within the scope of the Benefits feature according to item 2 as well as item 3 of the functional description and conditions of use, exclusively provides the technical and organizational framework for the incentivization of mobility behavior of individual Users by Customers, by providing a points system for rewarding mobility behavior, displaying Benefits in the App and transmitting the information relevant for the activation and redemption of Benefits between User and Customer. The redemption of points for benefits does not establish a contractual relationship between Carployee and the User, from which the User would have any claims whatsoever against Carployee with regard to the benefits offered. The provision of benefits by the customer is exclusively in the relationship between the user and the customer.

3.4. The Customer expressly understands and acknowledges that the conclusion of the contract as well as these GTC between the Customer and Carployee does not establish any claim of the Customer against Carployee to the provision of a link to individual Users (see item 3 of the functional description and usage requirements). Linking takes place exclusively subject to manual or automatic linking by the respective User and presupposes the existence of a contractual relationship regarding the use of the App between Carployee and the User. Based on the contract concluded with the Customer and these GTC, Carployee is not obligated to grant access to the App to employees of the Customer as Users.

3.5. Customer expressly understands and acknowledges that the individual App Features are granted solely subject to the limitations and conditions set forth in the Feature Description and Terms of Use.

3.6. If written or audiovisual reports, recommendations, protocols and the like are provided within the scope of the App, in particular within the scope of the dashboard provided to the Customer within the scope of the App, these shall not constitute expert opinions - unless expressly agreed otherwise in writing. Consulting services in legal and tax matters (including, in particular, labor law issues) are not promised or provided by Carployee under any circumstances.

3.7. Carployee has freedom of design in the provision of the contractual services within the agreed framework, unless otherwise agreed in writing. Carployee is furthermore entitled to modify agreed contractual services to an extent reasonable for the Customer.

3.8. Carployee shall be entitled to engage vicarious agents with appropriate qualifications, for whose conduct Carployee shall be liable to the Customer as for its own.

4. Service provision and duties to cooperate

4.1. Carployee offers customers the option to download and install the app on a mobile device via the Apple App Store and the Google Play Store ("App Store"). In any case, necessary hardware as well as corresponding operating systems for the use of the App are not provided by Carployee.

4.2. The minimum technical requirements for the hardware and software needed to use the app can be seen in the respective App Store terms and conditions. Carployee assumes no responsibility for the app being compatible with the hardware and software used by the customer.

4.3. Use of the app requires successful installation on the customer's mobile device and Internet access. Furthermore, a corresponding registration by the respective customer is mandatory for use.

4.4. Unless more specific provisions are made within the scope of these GTC, the permissible use of the app is governed by the terms and regulations of the app store used.

4.5. In order to provide the service, Carployee requires certain information, data and documents (e.g. company, contact details), which may vary depending on the scope of the app use (e.g. additional shift schedule data when using the optional shift schedule feature). These shall be provided by the Customer in a timely and complete manner upon request by Carployee, whereby the parties shall always comply with the applicable data protection regulations with regard to personal data. The Customer shall inform Carployee of any circumstances relevant to the performance of the contract. Additional expenses due to incorrect, incomplete or omitted information shall be borne by the Customer; this may be charged to the Customer additionally.

4.6. It is the responsibility of the customer to check the accuracy of the information provided for the provision of the contractual services and to check the documents provided for any third-party rights. Carployee shall not be obliged to check in this respect. If a claim is made against Carployee due to such an infringement, the customer shall indemnify and hold Carployee harmless.

4.7. The Customer grants Carployee the right, free of charge, non-exclusive and for a limited period of time, to use all content submitted by the Customer for the creation of the order to the extent necessary for the fulfillment of the order. Within the scope of the shift schedule connection and the CSV upload (see items 4 and 5 of the functional description and conditions of use), the customer is obligated to coordinate data protection aspects with the users in advance or to inform them accordingly about this data processing. If the Customer transmits User data to Carployee, Carployee assumes that the Customer is authorized to do so.

5. Copyrights of Carployee

5.1. The Customer acquires the non-exclusive right, limited in time for the duration of the Agreement, to use the App for internal and or purposes within the Customer's organization (the " License ").

5.2. The Customer shall use the App - unless expressly stated otherwise below - for the purposes set forth in these GTC or in the Agreement only.

5.3. The App, its contents, its underlying software, as well as other content provided by Carployee (such as, in particular, offers, reports, analyses, drafts, or other data carriers) are protected by copyright and may not be used or edited beyond the right of use granted in the contract without Carployee's prior written consent. The Customer agrees not to decompile the App, not to reverse engineer it, not to attempt to obtain the source code of the software, not to edit or modify the App, or to create derivative works from the App.

5.4. Furthermore, the customer is not entitled to reproduce any user documentation of the app or parts thereof or to hand it over to unauthorized persons.

5.5. The customer expressly does not acquire any rights of use whatsoever to the object code and/or source code of the app.

5.6. The acquisition of the rights of use pursuant to clause 5.1 requires in any case the full payment of the fee invoiced by Carployee for the related order.

5.7. Under no circumstances shall any unauthorized reproduction or distribution of the documents give rise to any liability on the part of Carployee - in particular, for example, for the correctness of the content of the documents - vis-à-vis third parties.

5.8. The Customer's breach of the provisions of this clause 5. shall entitle Carployee to immediately terminate the contract prematurely for cause and to assert other legal claims, in particular for injunctive relief and damages.

6. Fair Use

6.1. The customer is obliged to keep the access data to the app secret. The customer is responsible for all activities that originate from his user account.

6.2. Carployee may make the App interactive. Customers acknowledge and agree that the app may only be used to the best of their knowledge and belief and that only truthful information may be provided and that the statutory provisions and these GTC must be observed. Carployee is not obliged to check the accuracy of the content of the contributions.

6.3. The customer is obliged to notify Carployee immediately as soon as unauthorized use of the customer's account is suspected. Inquiries will be answered by Carployee within a reasonable time. In any case, customers are not entitled to life support. The customer shall assist Carployee in diagnosing and rectifying an error by providing the required information and documentation.

6.4. Insofar as the customer offers benefits for mobility behavior to users via the app, the customer shall ensure that the benefits are offered and provided in accordance with legal regulations and these GTC. Carployee is not obligated to check the correctness of the content or legal admissibility of the benefits offered, but reserves the right to refuse to display benefits in the app for justified reasons.

6.5. In case of doubt, the rules of points 7 and 8 take precedence over this point 6.

7. Responsibility and liability

7.1. The compilation of content of the app by Carployee is a pure service activity. Therefore, no success is owed with regard to the goals sought through the use of the app. Carployee assumes no liability for the accuracy, timeliness and completeness of the content. Likewise, not for any consequential damages. The customer is therefore solely responsible for critically examining content and assessing it on his own responsibility.

7.2. Carployee is not obligated to verify the existence or non-existence of an employment relationship between the User and the Customer within the scope of the functions of linking to the Customer (as employer), the shift schedule connection and the invitation function according to items 3, 4 and 5 of the Functional Description and Conditions of Use. The provision of the shift schedule connection and the invitation function to the User by Carployee shall only take place in accordance with and on behalf of the Customer. The Customer shall be solely responsible for verifying the admissibility of the use of the App under employment law as well as for compliance with any employment law requirements in connection with the use of the App in relation to its employees.

7.3. Carployee shall not be liable for any damages incurred by a User as a result of the behavior of a Customer offering Benefits within the App. Carployee exclusively provides the technical and organizational framework for the incentivization of mobility behavior of individual Users by Customers, by providing a points system to reward mobility behavior, displaying Benefits in the App and transmitting the information relevant for the activation and redemption of Benefits between User and Customer. The Customer shall fully indemnify and hold Carployee harmless from and against claims of any kind (e.g. claims for non-performance, warranty) arising in connection with the Customer's redemption of Benefits in the App.

7.4. Insofar as Carployee is liable for damage, liability shall be limited to intent and gross negligence. Any further liability of Carployee, in particular for slight negligence (except in relation to personal injury), atypical damage, loss of profit, damage due to defects, indirect and consequential damage, damage to third parties, etc. is excluded. Furthermore, all liability exclusions of the E-Commerce Act (BGBl I 152/2001 as amended) shall apply.

7.5. Claims for damages by the customer expire six months after knowledge of the damage and the damaging party, but no later than two years after Carployee's conduct giving rise to liability.

7.6. The Customer undertakes to ensure compliance with all of the Customer's obligations resulting from the contractual relationship as well as these GTC by its account administrator(s) and to ensure that they are complied with. Each Customer shall be liable to Carployee for any corresponding misconduct of the Account Administrator. The customer shall also fully indemnify and hold Carployee harmless in relation to any claims by users resulting from a breach of the customer's obligations towards Carployee.

8. Warranty

8.1. According to the current state of technology, there is no procedure that can guarantee the freedom from errors of software. Consequently, Carployee cannot guarantee that the App or the underlying software is completely error-free.

8.2. Carployee's contractual services are created by experienced experts according to the state of knowledge. Carployee reserves the right to make changes to the content, provided that they do not fundamentally change the nature of the respective contractual services, as well as to replace individual contractual services, unless specifically agreed otherwise. Such changes shall therefore not result in any defectiveness of the contractual service.

8.3. The Customer shall report any errors occurring during the use of the App to Carployee. An error exists if the App does not perform the functions specified in Annex ./1 or in the contract, delivers incorrect results, or otherwise does not behave in a functional manner, so that the use of the App is impossible or significantly restricted. Carployee shall locate, analyze and correct errors reported by the Customer or detected by Carployee in the course of the operation of the Software within a reasonable period of time.

8.4. Carployee is not responsible for the correctness of content if it has been provided or approved by the customer. If a defect is exclusively due to incorrect information and incorrect operation by the customer, the customer shall have no warranty claims.

9. Terms of payment

9.1. The fee to be paid by the customer (including usage fees for the app) results from the prices agreed in the contract. Unless expressly stated otherwise, all prices are exclusive of statutory value-added tax. Billing shall take place in advance for the billing periods agreed in the contract (e.g. monthly or annually).

9.2. In the absence of a written agreement to the contrary, any fee owed shall be due for payment within 14 days of receipt of the invoice and without deduction. In the case of online contract conclusion and payment by credit card, the charge shall be made on the invoice date.

9.3. Carployee reserves the right, after confirmation of the order, to start providing the contractual services only after receipt of the first payment.

9.4. The Customer is not entitled to set off counterclaims against claims of Carployee unless such counterclaims have been determined by a court or acknowledged by Carployee in writing.

9.5. If Carployee expands the range of services or offers new services at different conditions for new customers, existing customers have no right to also use the app with the expanded range of services or at the new conditions.

10. Basic provisions

10.1. Notwithstanding any statutory consequences of default (e.g. interest on arrears), Carployee shall be entitled, in the event of default of payment by the customer, to declare due all contractual services and partial contractual services already rendered to the customer. Furthermore, Carployee is no longer obliged to provide further contractual services until the outstanding amount has been settled.

11. Contract duration and termination

11.1. The contract is concluded for an indefinite period of time and can be terminated by Carployee and the customer by giving notice.

11.2. For a period of six months from the start of the contract term, the customer may terminate the contract at any time ("Trial Period"). The termination shall take effect upon expiry of the Trial Period.

11.3. Otherwise, the contract can be terminated in writing at the end of each year in the case of annual billing, subject to a three-month notice period. In addition, the contract may be terminated by either party for good cause at any time without notice.

12. Secrecy and data protection

12.1. Carployee undertakes - also beyond the end of the contract - to treat all data and information disclosed to it in connection with an order as confidential. Excluded from this are those cases in which there is a legal or official obligation to provide information. Also excluded are data and information transferred by the customer to the app for display to users (e.g. information regarding benefit offers).

12.2. The parties undertake to observe the statutory provisions of data protection, in particular the General Data Protection Regulation ("DSGVO"), and to impose compliance with these provisions on their vicarious agents and employees. Carployee is generally to be regarded as the responsible party vis-à-vis the Users within the meaning of Art 4 No. 7 DSGVO. Deviating from this, Carployee shall act as a processor within the meaning of Art 4 No. 8 DSGVO of the Customer in connection with individual App functions (for more detailed information, please refer to the Privacy Policy at pavecommute.app/business-terms-eu). For this purpose, the Parties shall conclude an agreement pursuant to Art 28 DSGVO. In the context of Carployee's commissioned processing, the Customer itself is responsible for ensuring an appropriate legal basis for the data processing pursuant to Art 6 DSGVO.

13. Mention of the customer as a reference

13.1. The Customer grants Carployee the right to use the Customer's name together with a description of the contractual services covered by the contractual relationship in publications for illustration and advertising purposes in both print and electronic media, if necessary also adding literal quotations and using the Customer's logo, and to name the Customer as a reference customer within the scope of commercial activities.

13.2. The consent to be named as a reference customer can be revoked at any time. The revocation must be made in writing. Should it not be possible to cancel any publications that have already been made for technical or practical reasons (e.g. publication in a print medium that has already taken place) after receipt of the declaration of revocation, no claims by the customer against Carployee can be derived from this.

14. Choice of law, place of performance, place of jurisdiction

14.1. All disputes between Carployee and its customers shall be governed exclusively by Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.

14.2. For all disputes between Carployee and its customers, the parties agree on the exclusive jurisdiction of the court having subject-matter jurisdiction for Vienna.

14.3. Unless otherwise agreed in writing, the place of performance for contractual services by Carployee shall be its registered office.

15. Final provisions

15.1. Each party shall bear its own taxes, duties or fees arising from the contractual relationship.

15.2. Amendments, supplements and ancillary agreements to these GTC must be made in writing to be effective. This also applies to the agreement to deviate from this formal requirement. In case of contradictions between these GTC and deviating written agreements between the parties, the provisions of the deviating agreements shall prevail.

15.3. Should individual provisions of these GTC be or become invalid, this shall not affect the remaining content of the GTC. The invalid provision shall be replaced by a valid provision that is legally valid and comes as close as possible to the economic intent of the parties.

15.4. In the absence of any provision to the contrary in these GTC, the provisions and rights arising from these GTC may not be passed on or assigned to third parties without the written consent of the other contracting party.

15.5. A "third party" in the sense of these GTC is any natural or legal person different from the Parties in the legal sense, even if legal and/or economic relations should exist with such a person.

1. Attachment ./1

Description Scope of functions App (for enterprise customers)

The Pave Commute app ("App") is used for planning daily routes of users ("Users") to their employer, university or other locations. For employers, universities, leisure facilities or other companies ("Customers"), Carployee offers the possibility to reward Users for their mobility behavior via the App as described below.

A necessary prerequisite for app use is that the customer downloads the app from the Google Play Store or Apple App Store ("App Store") to his mobile device and creates an account via the app. In addition, the customer requires an Internet connection.

1. Administrator Dashboard

The dashboard enables the configuration and operation of certain app features, whereby the functionalities of the administrator dashboard can be adapted and customized in detail by Carployee on an ongoing basis. The administrator dashboard can be accessed via web browser after creating the customer account (in the app).

2. Incentivization (general)

Users are rewarded for mobility journeys in the form of points. The points can be redeemed by users via the app for benefits of various kinds ("Benefits"; e.g. vouchers, promotional items) provided by Carployee itself or by customers. The number of points to be credited for a specific mobility behavior as well as the available minimum criteria for the redeemability of points can be determined by Carployee at its own discretion and changed at any time.

The customer has the option via the administrator dashboard to offer benefits via the app, which users can exchange for collected points. The selection of the type of benefits provided, the minimum criteria for their activation and the redemption conditions is generally the responsibility of the customer. However, Carployee reserves the right to refuse the display of benefits via the app at any time for justified reasons (e.g. no display of illegal or offensive goods or services via the app).

In case of activation and redemption of a benefit of the customer by a user, Carployee shall provide the customer with the information of the user (e.g. name, address for physical deliveries, data on mobility behavior) necessary for the assessment of the existence of the minimum criteria and redemption conditions as well as for the provision of the benefit according to the information provided by the customer. The further processing of the redemption and provision of the benefit takes place exclusively in the relationship between the customer and the respective user; Carployee merely provides the technical and organizational framework for the incentivization of mobility behavior of individual users by customers by providing a points system for rewarding mobility behavior, displaying benefits in the app and transmitting the information relevant for the activation and redemption of benefits between user and customer. Points exchanged for customer benefits cannot be exchanged by the customer against Carployee for money or monetary benefits or used in any other way.

The ranking of the benefits in the display within the app is based on relevance for the respective user, whereby this is determined by the onboarding results, the user's previous mobility behavior, and the user's location (e.g., greater relevance of benefits that can be unlocked by cycling for users who primarily use a bicycle for their daily commute). The customer has no claim to a specific ranking result with regard to the benefits offered by him.

3. Linking with and incentivizing employees

The customer can link to their employees in the app to reward mobility behavior and view attributable savings. For this purpose, Carployee adds the customer to the list of available employers, which is displayed to all users of the app. Users can select their employer from this list for linking. In this case, Carployee transmits the data relevant for assessing the linking authorization (name, email address) to the customer for manual approval of the linking ("manual linking"). As an alternative to manual linking, the customer may disclose company-owned e-mail domains to Carployee. In this case, all users who are registered in the app with an email address containing the disclosed email domain can link to the customer without a separate release by the customer ("automatic linking").

The customer does not acquire a claim to permanent linking of a user with the customer account. The link between the User and the Customer may be terminated by the User at any time. The Customer may terminate existing links with Users via the administrator dashboard at any time (e.g. due to termination of the employment relationship with a User).

Aggregated statistics on the mobility behavior of linked users can be visualized in the administrator dashboard. The inclusion of a user's mobility data in the aggregated statistics takes place exclusively on behalf of the respective user and in the case of a link.

In addition, the customer can provide a special incentive for users linked to the customer via the app by providing benefits that can only be activated and redeemed by users linked to the customer. For the rest, reference can be made to what was said under point 2 on general incentivization. The options for special incentives for linked users can be further developed by Carployee on an ongoing basis.

4. Shift plan connection

In order to additionally support and promote the mobility behavior of employees linked to customers with daily (or weekly) changing or irregular daily working hours, the customer can activate the shift schedule connection. If the Customer wishes to make the shift schedule connection available to individual Users linked to the Customer, the Customer shall transmit the shift schedules to Carployee in electronic form (as a CSV file). The shift schedules must contain information on the first and last name, date of birth and working hours of the employees in order to be able to perform the shift schedule connection. Carployee undertakes to use shift schedules transmitted by the Customer exclusively for shift schedule linking on behalf of and in accordance with the Customer's instructions.

After the shift plans have been transmitted by the Customer, all Users linked to the Customer shall have the opportunity to connect to the shift plan connection that concerns them. The Customer shall have no claim against Carployee for actual use of the Shift Plan Connection Feature by Linked Users to the extent that they do not connect to the Shift Plan Connection.

5. Employee invitation

The customer can inform workers about the app and invite them to a link by adding contact details (name, email address and optionally home address and work address) of workers via the administrator dashboard. The invitation is then sent automatically via email by Carployee on behalf of the customer, with the content and style of the invitation predefined by Carployee.