1.1. Corplife GmbH, Heiligenstädter Straße 201-203/19, 1190 Wien, FN 442616 g (hereinafter „Corplife“), shall license the self created software for managing employee expenses of a partner company in connection with business trips (driver’s log), business meals as well as the entry of documents (“Clevexa”).
2. Contents of Clevexa
2.1. The application software Clevexa consists of four modules: “Driver’s log”, “Business trip”, “Entry of documents”, and “Business meals”. The partner company shall have the opportunity to combine the modules individually by choosing one of three packages available against payment (Growth, Pro or Enterprise) in the license agreement.
2.2. The individual modules include the following features:
- Logbook: The module Driver’s log records the business trips of the User via the mobile phone. After starting the application Clevexa tracks the travelled route via Google Maps. Clevexa saves the travelled route and the number of driven kilometres. The partner company can only see the number of driven kilometres but not the travelled route. The module Driver’s log is ideal for short trips within Austria and makes an efficient recording and billing of business trips possible for the partner company. The amount calculated by Clevexa only represents an approximate value and is not binding. Corplife shall not assume liability and shall not be liable for the accuracy or completeness of the calculation or expenses calculated within the module.
- Business trip: In the module Business trip the User can record their business trips and depending on their entries preccalculate the daily allowance. To this end Clevexa shall provide the collective agreement applicable in each case as a foundation for the calculation of the daily allowance. The module Business trips is ideal for longer business trips and makes an efficient recording and billing of business trips possible for the company. The amount calculated by Clevexa shall only represent an approximate value and shall not be binding. Corplife shall not assume liability and shall not be liable for the accuracy or completeness of the calculation or expenses calculated within the module.
- Expenses: In the module Expenses the User can take pictures of expense receipts with their mobile phones and save them digitally. Clevexa records the receipts with OCR-recognition and selects the necessary data automatically (e.g. date of invoice, gross and net amount, sales tax amount). Subsequently the selected data shall be provided for the partner company. The module Entry of documents is ideal for the efficient recording and billing of expenses of the User. The amount calculated by Clevexa shall only represent an approximate value and shall not be binding. Corplife shall not assume liability and shall not be liable for the accuracy or completeness of the calculation, for the recording of the receipts with the OCR technique or expenses calculated within the module. Corplife shall not assume liability and shall not be liable for compliance with tax regulations by the partner company or the user.
- Business Lunch: In the module Business lunch the User can book a table for business meals and private occasions at restaurants that cooperate with Corplife according to availability. In doing so the User receives a previously by Corplife and the restaurant determined discount. Corplife first bills the booked restaurant visits with their partner restaurant and acquires thereby a claim against the partner restaurant. As the module Business meals depends on the availability of the restaurants it is possible, that the restaurant cannot confirm the reservation of the User. Corplife shall not assume liability and shall not be liable for the quantity and quality of the dishes and drinks offered by the partner restaurant or the service during the stay at the restaurant. Corplife shall not assume liability for the compliance with trade or other legal regulations by the partner restaurant.
3. Services of the licensor
3.1 . Within the framework of the license agreement Corplife undertakes to provide the non-exclusive right that is not transferable to third parties and limited in time for the duration of the contract, to use the application software “Clevexa” according to the applicable payment conditions, to the partner. The partner company shall have the right to use Clevexa for company purposes, i.e. to record invoices and expenses that originate out of the employment relationship with their Users. Neither the partner company nor the User shall obtain rights of use for source codes or any other development documentation. Corplife is entitled to all rights derived of patent, trademark, registered designs and/or copyright law concerning Clevexa. The User shall have the right to use the app to record the receipts and data listed under article 2 to support the company purposes of the licensee.
Data will only be forwarded to the licensee in accordance with the agreements between Corplife and the licensee and in accordance with the consent given.
3.2. It is pointed out that Clevexa, its form and its contents are protected by copyright. A use of Clevexa going beyond this agreement is not permitted without express written consent from Corplife. Corplife shall have the right to adapt Clevexa continuously according to technical and legal conditions.
3.3. The software Clevexa shall be available for the User around the clock (24/7) if possible. However Corplife shall have the right to limit availability due to time for maintenance and update processes.
3.4. The partner company shall obtain the right for their Users to use Clevexa starting from the conclusion of the license agreement or starting from another time agreed upon in the license agreement for the duration of the license agreement. Corplife shall grant access and provide registration data for the Users stated by the partner company.
3.5. Corplife shall be responsible for technical and content-related maintenance of the software Clevexa. Corplife shall be available to answer any request concerning the use of Clevexa or any occurring problems during the technical processing of the expenses by Clevexa via e-mail or telephone (support) between 09.00 and 18.00 o’clock on weekdays.
4. Responsibilities of the User and important information
4.1. The User shall only have the right to use Clevexa in agreement with the partner company and only as long as the employment relationship with the partner company remains. If the User leaves the employment relationship with the partner company or if the partner company prohibits the use of Clevexa by the User, the User shall no longer be permitted to use Clevexa. In these cases, the User shall immediately delete Clevexa from their own smartphone and confirm the deletion of Clevexa in writing to the partner company if the partner company requests confirmation of the deletion. The User shall not use Clevexa to record private data or receipts.
4.2. The software Clevexa is exclusive intellectual property of Corplife. The User undertakes to refrain from anything that enables themself, the partner company or a third party to copy the software Clevexa, its structure or the presentation of individual database contents (layout/design). These responsibilities shall apply unrestricted, also after and end of the employment relationship with the partner company. The User shall be liable for any copyright infringement caused by them.
4.3. The User shall recognize that Clevexa shall only serve as help for the management of employee expenses in connection with business travels (driver’s log), business trips and business meals as well as the entry of documents and shall under no circumstances replace thorough bookkeeping by the partner company or the User in relation to the fulfilment of legal obligations. The User undertakes in particular to keep the original copies of the expense receipts (e.g. bills, receipts) to be able to refer to them in the case of an entry, transfer or software error.
4.4. The User shall recognize that the calculated amounts in all modules represent only an approximate value with no claim to completeness or correctness. Corplife shall in particular not assume liability or be liable for the fact that the calculated amounts represent actual reimbursable expenses in relation to the partner company.
5. Bonus system
5.1. Corplife operates a bonus system which offers certain advantages for the successful referral of new customers (“new users”) or new partner companies (“new partner companies”) by existing users, whereby only persons employed in a company which is not yet a licensee of Corplife with regard to the Clevexa App are considered new users. The benefits granted by Corplife depend on the behaviour of the new user or partner company referred:
5.2. If an existing user recommends Clevexa and a new user starts the test version of Clevexa on his mobile phone on the basis of this recommendation,
- the existing user receives as a bonus an electronically transmitted voucher amounting to €10.00 for a meal in a partner restaurant (maximum €300 per calendar year) as well as the free use of the Business Dinner module for one month;
- the new user receives an electronically transmitted voucher of €5.00 for a meal in a partner restaurant as well as the free use of the voucher registration module for one month.
5.3 . If an existing user recommends Clevexa and the new partner company acquires the Growth package on the basis of this recommendation by concluding a license agreement with Corplife,
- the existing user receives as a bonus an electronically transmitted voucher amounting to €50.00 for a meal in a partner restaurant (maximum €600 per calendar year) as well as the free use of the Business Dinner module for one month;
- the new user receives as a bonus an electronically transmitted voucher amounting to €10.00 for a meal in a partner restaurant as well as the free use of the Business Dinner module for one month.
5.4 . If an existing user recommends Clevexa and the new partner company acquires the Pro package on the basis of this recommendation by concluding a license agreement with Corplife,
- the existing user receives as a bonus an electronically transmitted voucher amounting to €100.00 for a meal in a partner restaurant (maximum €1200 per calendar year) as well as the free use of the Hotels & Travel module for one month;
- the new user can use the Hotel & Travel module free of charge for one month.
5.5 . If an existing user recommends Clevexa and the new partner company acquires the Enterprise package on the basis of this recommendation by concluding a license agreement with Corplife,
- the existing user receives as a bonus an electronically transmitted voucher amounting to €250.00 for a meal in a partner restaurant (maximum €3000 per calendar year).
5.6 . The amount of vouchers that an existing user can receive for the successful placement of new users or new partner companies within one calendar year within the framework of the bonus system is limited to €5000. An existing user receives therefore also with repeated successful switching of new users and/or new partner enterprises within a calendar year no more than €5000 at coupons.
5.7 . Corplife does not assume any guarantee and is not liable for compliance with the statutory (in particular tax) regulations by the licensee, existing users or new users in connection with the bonus system.
6. Remuneration and terms of payment
6.1. The amount of the monthly or annual remuneration for granting access to Clevexa shall be agreed between Corplife and the licensee in the respective licence agreement. The monthly fee is due in advance of the first of each month. The annual remuneration is due in advance for the current financial year on the date agreed in the licence agreement. If a contract is concluded during the year (after 31.01.), the remuneration for the current fiscal year and for the following year shall be due in full on a pro rata basis within 14 days of conclusion of the licence agreement.
6.2. In addition, depending on the selected package (Growth, Pro or Enterprise), the licensee must pay a one-time activation fee (“Set-Up Fee”) agreed in the license agreement, which is due upon conclusion of the license agreement.
6.3. In addition, the licensee must pay the annual lump sum agreed in the license agreement per user registered with Clevexa. The due date of the annual lump sum depends on the respective license agreement.
6.4. Additional costs may arise if the number of uploaded receipts in the Receipt Entry module exceeds the number limited by the package selected (Growth, Pro or Enterprise). These additional costs are due on the first day of the month following the document entry.
6.5. The following special features apply to the Business Lunch module: When registered users book restaurant visits via Clevexa, Corplife first settles accounts directly with the respective restaurant operators and sends the licensee a collective invoice together with a collection of receipts in electronic form at the end of the current month. The licensee is obliged to pay the monthly invoice for all restaurant visits by registered users attributable to him within five bank working days. Offsetting against other mutual claims with regard to this claim is excluded. Should the amount outstanding on Corplife’s collected invoice amount to more than €30,000.00, a security amounting to 30% of the outstanding amount shall be deposited with Corplife in a bank account to be disclosed by Corplife within five bank working days of Corplife’s request. Should users, for whatever reason, misuse the Clevexa service for private purposes (private lunches or meals outside the employer’s obligation to compensate, etc.), Corplife shall not be liable for such costs or expenses, so that the licensee’s obligation to compensate Corplife for such costs shall in any case exist on the basis of the monthly settlement within the framework of this provision. This shall not affect any compensation claims the Licensee may have against the User.
6.6. The following special features apply to the bonus system (point 5): It is possible that a registered user can use the Business Lunch module free of charge for one month as a bonus for the successful placement of new users or new partner companies. In this case, the billing modalities according to point 6.5 above shall be deemed agreed between Corplife and the Licensee. In particular, the Licensee is obliged to pay the invoice for all restaurant visits of registered users attributable to him in connection with the bonus within five bank working days, even if the licence agreement concluded between Corplife and the Licensee does not contain the Business Meal module. Corplife accepts no liability and is not liable for any business meals not approved by the licensee or for any misuse of the bonus system by users.
6.7. All prices are exclusive of the statutory value added tax. If the Licensee is obliged by law to withhold taxes in connection with the provision of services under the License Agreement due to a cross-border contractual relationship, he shall inform the Licensor thereof and, if necessary, submit corresponding documentation.
6.8. In the event of default in payment, the statutory default interest rate in accordance with § 456 UGB shall apply. Default in payment shall be deemed to have occurred if payment has not been received by Corplife within 14 days following a written reminder.
7. Confidentiality and data protection
7.1 . The contracting parties shall treat as confidential all information and documents, in particular trade and business secrets, which come to their knowledge through their business relationship and which are not generally known, also and insofar as they relate to third parties, and shall keep them secret from third parties. Trade secrets also include technical know-how, operating methods and security measures (hereinafter collectively referred to as “Information”).
7.2 . The obligation to maintain secrecy pursuant to paragraph 1 shall not apply if and insofar as the party charged with the obligation to maintain secrecy proves that (i) the information in question was obvious, i.e. published or generally accessible at the time it was obtained, or (ii) after it was obtained it became obvious through no fault of the parties, or (iii) the party was already aware of it at the time it was obtained, or (iv) after it was obtained it was made obvious by third parties in a lawful manner, i.e. without breach of an obligation to maintain secrecy.
7.3 . The confidentiality obligation also does not apply to information that is to be disclosed as a result of official or court orders or statutory obligations. The parties shall, however, immediately inform each other about such measures.
7.4 . Within the scope of using the Clevexa software, Corplife stores and processes the data entered by the licensee and Clevexa users (first name, surname, date of birth, address, any telephone number, e-mail address, job title, place of use, place and time of restaurant visits, invoices and flight details for business trips and other receipts) as well as all other data entered by the user within the scope of using Clevexa; the licensor is responsible for the processing of this data in the sense of a person responsible in accordance with the DSG and the DSGVO. Corplife undertakes to observe the provisions of the DSG and the DSGVO as amended and to impose compliance with these provisions on its employees and to take and maintain the necessary technical and organisational measures to ensure data protection. In this context, Corplife refers to the data protection declaration for the “Clevexa” app as amended.
7.5 . Corplife obtains a standardised declaration of consent for the processing of personal data for the use of the Clevexa app. The licensee is obliged to ensure that the user consents to the transfer of all data collected by Clevexa to him and to create all legal requirements for this; if necessary, corresponding clauses must be inserted in the existing employment contracts.
8. Warranty and liability
8.1 . Corplife created the software Clevexa under the aspect of highest possible care, reliability and availability. Corplife shall not assume any liability and warranty for the accuracy of the content, for the software completeness as well as the correctness, accuracy and legal conformity of expense reports as well as the accuracy, completeness and authenticity of receipts or expenses themselves.
This shall in particular apply in the event that the reimbursement of expenses between the User and the partner company is disputed. Corplife does not assume any liability for the correct reproduction of the receipt generated by the OCR software used in the receipt entry.
8.2 . Corplife makes every effort to ensure the functionality of Clevexa as well as the technically smooth course of use by the User. Corplife shall not be liable for ensuring that the Clevexa software is always accessible without interruption and that all stored data can be retrieved as required.
8.3 . Any liability on the part of Corplife for warranty, damages or general civil claims arising from the defective or faulty provisions of goods or services by cooperation partners of Corplife (e.g. partner restaurants in the Business meal module) is excluded. Any claims against Corplife’s cooperation partners shall remain unaffected.
8.4 . Corplife makes every effort to choose its partner restaurants with greatest care. Corplife shall not assume warranty or be liable for the quantity or quality of the food and drink offered by the partner restaurant or the services related to the restaurant visit. Corplife shall in particular not assume warranty or be liable for the compliance of the partner restaurant with trade or other legal regulations.
8.5 . Corplife shall not assume liability for any direct or indirect tax liabilities that may arise from the provision of Corplife through the use of Clevexa at home or abroad.
8.6 . Licensee acknowledges that Clevexa is only intended to assist in the management of employee expenses in connection with business travel (logbook), business trips and meals, and the recording of receipts, and in no event may Clevexa replace careful accounting by Licensee in connection with the performance of statutory obligations. Corplife therefore does not assume any guarantee and is not liable for the licensee’s compliance with the statutory (e.g. company law or tax law) regulations.
8.7 . Any liability on the part of Corplife is excluded unless the damage was caused intentionally or by particularly gross negligence. Claims for damages of the licensee, irrespective of the legal basis, in particular in the event of culpa in contrahendo, tort, incapacity or impossibility of performance, as well as liability for consequential damages and damages arising from advice on the use of Clevexa or damages arising from software program errors, further damages attributable to the use or impossibility of use of Clevexa or a software program behind it, shall be excluded unless they are based on intent or particularly gross negligence. These limitations of liability apply without exception to business interruption, loss of data or information, loss of business profits, loss of business information or other financial loss. In any case, any damage is limited to twice the annual fee that the partner company has to pay for the use of Clevexa under the license agreement. Clevexa shall not be liable for damages resulting from a defective Internet connection.
8.8 . Furthermore, the licensor excludes any direct or indirect liability towards the partner company in accordance with the provisions of consumer protection law.
8.9 . Any damages arising from the unauthorized use of the Clevexa software shall be borne by the partner company and the User. They shall also bear the costs of the legal defence of such claims, which may be made against Corplife, the partner company or the User himself.
9. Duration and termination
9.1 . The contract in question is concluded for an indefinite period; the contractual relationship may be terminated in writing with effect from 31 December of each year by giving three months’ notice.
9.2 . The licensee waives his right to terminate the contract in the first year upon initial conclusion of the contract. The contract can therefore be terminated for the first time on September 30 of the following year with effect from the end of the year. Cancellation must be made in writing (by e-mail or letter by post).
9.3 . Should the Licensor be unable to meet his performance obligation for reasons for which he is responsible, he shall notify the Licensee thereof within 10 days. In this case, Licensee shall have the right to terminate this agreement at any time by extraordinary notice.
9.4 . If the Licensee fails to perform its obligations under this agreement, Corplife shall have the right to terminate this agreement extraordinarily at any time.
10. Stable value clause
10.1 . The stability of value of the monthly user charge is expressly agreed. The consumer price index 2010 published monthly by STATISTIK AUSTRIA or the index replacing it ex officio serves as a measure for calculating the stability of value. The reference figure for the first adjustment in accordance with a contract concluded on the basis of these GTC shall be the index number announced for the month of December 2018. The user charge will be adjusted each year with effect from January 1 on the basis of the change in the index number from December of the previous year to the reference figure (initial adjustment 2019 = index change from December 2018 to December 2017, thereafter each year accordingly). In the event of a price adjustment, the value on the basis of which the adjustment was made shall serve as the new reference value for future changes. The non-exercise of the right to value adjustment does not constitute a waiver of value adjustment.
11. Other regulations
11.1 . Each contracting party shall bear its own costs of legal advice in connection with the drafting and negotiation of the contract.
11.2 . Licensee may only set off claims of Licensor against claims of Licensor if such claims have been expressly acknowledged by Licensor.
11.3 . This Agreement 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 rules of private international law.
11.4 . Corplife is entitled to adjust these GTC on a regular basis, whereby the respective partner company’s consent to such changes shall be deemed to have been given upon conclusion of the licence agreement. Corplife undertakes to view the GTC in the currently valid version online under the following link: https://clevexa.com/agbs
Corplife is, however, not obliged to expressly inform the partner company of the respective amendment to the GTC. The current version of the GTC as amended by Corplife shall apply between the parties; the current version of the GTC shall be marked as such online.
11.5 . The place of jurisdiction for any legal disputes arising from this contract shall be Vienna.
11.6 . If individual provisions of this contract are invalid, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace an invalid provision with a legally valid agreement, the content of which most closely corresponds to the economic success of the invalid provision. Both contracting parties undertake to cooperate accordingly in the reorganisation of the invalid clauses.