Terms and Conditions | EU
Pave Commute App
1. Basic terms and conditions
1.1. The Carployee GmbH FN 487221b Siebenbrunnengasse 17/7, 1050 Vienna, Austria ("Carployee") operates the Pave Commute App (the "App"), which is intended to support 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 trips by bicycle/public transport or walking routes can be optimized. The employers, universities or leisure facilities of the users ("customers") conclude contracts with Carployee to make it easier for users to get to work or to contribute to more sustainable mobility. The Customer can purchase accounts for individual users to a freely selectable extent.
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/en/agb, in each case in the version valid at the time of the conclusion of the contract.
1.3. These Terms and Conditions are exclusively addressed to companies.
1.4. General terms and conditions of customers, which 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 changes to the GTC are also to apply to existing contractual relationships, the changed GTC must be announced at least 30 days before they come into effect on Carployee's website at pavecommute.app/en/agb 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 email@example.com, 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. Conclusion of Contract
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 effect upon written order confirmation by Carployee or, in the absence of such order confirmation, upon the 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 by written acceptance of the offer by the customer within the offer period specified in the offer.
2.3. Prior to the conclusion of the contract, the customer shall disclose the number of users who are to receive an app account. Users can also be registered or deregistered at any time during the term of the contract, regardless of whether this changes the total number of users.
2.4. No contract is concluded between Carployee and the user.
2.5. When purchasing contractual services via Carployee's online store, the customer makes a binding offer to Carployee to conclude a contract for the respective contractual services 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 the order has been sent 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 once the customer has received a written order confirmation of the booking from Carployee by e-mail within the one-week period.
2.6. By clicking the checkbox "I have read and accepted the GTC" during the order process, the customer confirms that he/she has read and understood the GTC and explicitly accepts these GTC.
3. Subject matter of the contract
3.1. The subject of the contract are the legal, organizational, commercial and technical conditions for the provision and operation of the app as well as the provision of other services. The basic functional description of the app, its technical requirements for use and the associated dashboard for customers are set out in Annex ./1 to these GTC. The other services include in particular implementation and training services, insofar as these are agreed in the contract.
3.2. 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 (but not to the Users) within the scope of the App, these shall not constitute expert opinions, unless expressly agreed otherwise in writing. Consultancy services in legal and tax matters are in no way promised or provided by Carployee.
3.3. Carployee shall be free to provide its contractual services within the agreed scope, unless otherwise agreed in writing. Carployee is furthermore entitled to modify agreed contractual services to an extent that is reasonable for the customer.
3.4 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. Provision of Services and Duties to Cooperate
4.1. Carployee offers customers or users the possibility 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, Carployee does not provide the necessary hardware or operating systems to use the App.
4.2. The minimum technical requirements for the hardware and software necessary to use the App can be found in the respective App Store terms and conditions. Carployee does not assume any responsibility for the app being compatible with the hardware and software used by the customer or user.
The use of the app requires a successful installation on the user's mobile device as well as internet access. Furthermore, a corresponding registration by the respective user is mandatory for use.
4.3. Unless more specific provisions are made within the scope of these GTC, the permissible use of the App is governed by the conditions and provisions of the App Store used.
4.4. In order to provide the service, Carployee requires certain information, data and documents, in particular information about the organizational, membership structure and/or personnel data or other data, which may vary depending on the scope of the app use. These shall be provided by the Customer in a timely and complete manner upon Carployee's request, 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 that are 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.
4.5. It is the customer's responsibility to check the accuracy of the information provided for the performance 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.
4.6. The customer grants Carployee the free, non-exclusive right, limited in time for the fulfillment of the order, to use all content submitted by the customer for the creation of the order, to the extent necessary for the fulfillment of the order. The customer is obligated to coordinate data protection aspects in advance with the users or to inform them accordingly about this data processing. If the Customer transmits data of users 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 and to exclusively grant Users access to the App free of charge (the "License").
5.2. The Customer and/or its Users shall use the App for the limited purposes and/or number of Users set forth in these GTC and/or in the Agreement.
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. Customer agrees not to decompile the App, not to reverse engineer the App, 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 according 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 terminate the contract immediately for cause and to assert other legal claims, in particular for injunctive relief and damages.
6. Fair Use
6.1. The Customer and the Users are obliged to keep the access data to the App secret. The customer is responsible for all activities that originate from the user's account. Customer acknowledges and ensures that only one user account may be maintained per user.
6.2. Carployee may make the app interactive. For example, users are given the opportunity to exchange information with each other (especially in the form of chats). 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 legal regulations and these GTC must be observed. The customers have to inform the users about this accordingly. Carployee is not obligated to check the accuracy of the content of the contributions.
6.3. The customer is obliged to inform Carployee immediately as soon as there is a suspicion of unauthorized use of a user account. Inquiries shall be answered by Carployee within a reasonable time. Users and or customers are in any case not entitled to life support. The Customer shall support Carployee in diagnosing and rectifying an error by providing the required information and documentation.
6.4. In case of doubt, the rules of points 7 and 8 shall take precedence over this point 6.
7. Responsibility and liability
7.1. The information provided as part of the contractual services offered has been carefully considered and verified by Carployee. The compilation of content of the app and recommendation for individual users by Carployee is purely a service activity. Therefore, no success is owed with respect 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 user is therefore solely responsible for critically examining content and assessing it on his or her own responsibility.
7.2. Insofar as Carployee is liable for damage, liability is limited to intent and gross negligence. Any further liability of Carployee, in particular for slight negligence (except in relation to personal injury), atypical damages, loss of profit, damages due to defects, indirect and consequential damages, damages to third parties, etc. is excluded. Furthermore, all liability exclusions of the E-Commerce Act (BGBl I 152/2001 as amended) shall apply.
7.3. 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 the conduct of Carployee giving rise to liability.
7.4. Each customer is obligated to pass on to the users all obligations arising from the contractual relationship and to ensure that they are observed as far as possible. Each customer shall be liable to Carployee for any corresponding misconduct of the respective users. The customer shall also fully indemnify and hold Carployee harmless against any claims of users resulting from a breach of the customers' obligations towards Carployee.
8.1. According to the current state of technology, there is no procedure that can guarantee that software is free of errors. 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, as long as they do not fundamentally change the essence 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 or the User 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 Appendix ./1 or in the contract, provides incorrect results, or otherwise does not behave in a functional manner, so that the use of the App is impossible or significantly limited. Carployee shall locate, analyze and correct errors reported by the Customer or detected by Carployee during 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 specified or approved by the customer. If a defect is solely 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 upon 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 order confirmation, to start providing the contractual services only after receipt of the first payment.
9.4. The Customer shall not be entitled to set off counterclaims against claims of Carployee unless such counterclaims have been determined by a court of law or acknowledged by Carployee in writing.
9.5. If Carployee expands its range of services or offers new services to new customers at different conditions, existing customers have no right to also use the app with the expanded scope of services or at the new conditions.
10. Default of payment by the customer
Notwithstanding legally regulated consequences of default (e.g. interest on arrears), in the event of default of payment by the customer Carployee shall be entitled to declare due all contractual services and partial contractual services already provided to the customer. Furthermore, Carployee shall no longer be obliged to provide further contractual services until the outstanding amount has been settled.
11. Duration and termination of the contract
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 one month from the beginning of the contract term, the Customer may terminate the contract at any time ("Trial Period"). Termination shall take effect upon expiration of the Trial Period.
11.3. Otherwise, in the case of annual billing, the contract can be terminated in writing at the end of each year 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. Confidentiality and data protection
12.1. Carployee undertakes - even after the end of the contract - to treat as confidential all data and information of which it becomes aware in connection with an order. This does not apply to cases where there is a legal or official obligation to provide information.
12.2. The parties undertake to observe the statutory provisions of data protection, in particular the Data Protection Regulation ("DSGVO"), and to impose compliance with these provisions on their vicarious agents and employees. Carployee shall generally be regarded as a processor within the meaning of Art 4 No. 8 DSGVO vis-à-vis the Users. For this purpose, the parties shall conclude an agreement pursuant to Art 28 DSGVO. In the context of commissioned processing, the Customer itself is responsible for ensuring an appropriate legal basis for data processing in accordance with 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 may 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 notice of revocation, the customer shall not be entitled to any claims against Carployee.
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 any taxes, duties or fees arising for it from the contractual relationship.
15.2. Amendments, supplements and collateral agreements to these GTC must be made in writing in order to be effective. This shall also apply to any 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 shall be any natural or legal person who is different from the Parties in the legal sense, even if legal and/or economic relations should exist with such a person
Description Scope of Functions App
The Pave Commute app ("App") is used for planning the daily commute of users ("Users") to their employer / university / (leisure) institution ("Customer"). Carployee provides the App to Users on behalf of the respective Customer, Customers thus support Users in planning their commute and contribute to more sustainable mobility in general.
A necessary prerequisite for app use is that users download the app from the Google Play Store or Apple App Store ("App Store") to their mobile device. In addition, users need an Internet connection. In order to use the app, it is also possible for the user to register by means of a password and e-mail address or SSO
Based on the user's personal preferences, the app calculates a commute recommendation for each day. In order for a commute recommendation to be calculated, the user must answer a few questions in the form of a questionnaire in the app, particularly about their transportation preferences. These relate to the current transport mode, location and other preferences such as speed or reliability of the (daily) commute.
The questions regarding user preferences are continuously developed and improved on the basis of internal findings on the part of Carployee, so that users can be offered a high-quality service.
2. Commute recommendation
For the (daily) commute, recommendations are made regarding the choice of the most optimal mode of transportation for an individual user (e.g., biking, walking, public transportation, or carpooling). Such recommendations may change over time to continue to meet the needs of the user. In addition, accompanying measures are taken to make it as easy as possible for the user to follow the recommendation. In particular, users are "matched" with each other and groups are formed in the form of chats so that "like-minded" users with a congruent or similar route can exchange information. Depending on the further development of the app, additional accompanying measures can be introduced.
If users follow the suggested recommendations regarding their route, they will be rewarded. The amount and type of incentive can be configured for the respective customer in the administrator dashboard (see point 4). The prerequisite for the incentive is the successful tracking of the user's location and transport mode. This tracking is implemented by the app, but is highly dependent on the respective end device and the released permissions, especially the respective consent of the user for GPS tracking.
4. Administrator dashboard
An administrator dashboard is available for customers. The dashboard allows the configuration of certain app features (e.g. adaptation to the customer's corporate design) as well as the usage of the app by the customer's users. In addition, aggregated statistics are visualized to track the impact of app usage.