Terms and conditions

§ 1 Scope

(1) These General Terms and Conditions (“Terms”) apply to all contracts between PROLandwirt GmbH, Kasernenstraße 11, 4063 Hörsching, Austria, company register no. FN 480097a (“PROLandwirt”, “we”) and its customers (“Customer”) for the use of the PROLandwirt software, including the free trial account.

(2) Our offer is aimed exclusively at businesses, in particular farms and forestry businesses. Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) cannot enter into contracts with us.

(3) Deviating or additional terms of the Customer only apply if we expressly agree to them in writing.

§ 2 Services

(1) PROLandwirt is software used over the internet in a web browser (software as a service). It includes in particular order management, a customer app, route planning, subscriptions, invoicing and customer management. The current range of features is described on pro-landwirt.com.

(2) All plans include the same features. They differ only in the base fee, the number of included customers and the revenue share.

(3) We continuously develop PROLandwirt and may change features, provided that the core of the agreed service is retained and the change is reasonable for the Customer.

(4) We strive for availability with as few interruptions as possible. Where possible, we carry out maintenance outside normal business hours. Brief interruptions, in particular due to maintenance or disruptions beyond our control (e.g. the Customer’s internet connection), do not constitute a defect.

§ 3 Free trial

(1) The Customer can try PROLandwirt free of charge for 7 days. The trial starts when the trial account is activated.

(2) No payment method is required for the trial. The trial ends automatically after 7 days. It is not extended and does not automatically turn into a paid contract; no cancellation is necessary.

(3) During the trial we provide the software free of charge and without any commitment to a particular availability or quality. During the trial we are only liable for intent and gross negligence and for personal injury.

(4) If the Customer wishes to continue using PROLandwirt after the trial, they conclude a paid contract in accordance with § 4. If no contract is concluded by the end of the trial, we block the trial account and delete the stored data 30 days after the trial ends, unless statutory retention obligations apply. If the Customer concludes a contract within these 30 days, their settings and data are retained.

(5) The free trial is available once per farm.

§ 4 Conclusion of contract

(1) The presentation of PROLandwirt and its plans on our website is not a binding offer. The contract is concluded when the Customer orders a plan (online, by email or in writing) and we confirm the order or activate the paid account.

(2) The Customer provides truthful information when signing up and ordering and informs us immediately of any changes (in particular company name, billing address, VAT ID, email address).

§ 5 Prices

(1) The prices published on pro-landwirt.com at the time the contract is concluded apply. All prices are in euros, net, plus statutory VAT.

(2) The fee consists of:

• the monthly base fee of the chosen plan,
• a fee for each active customer above the number included in the plan,
• the revenue share as a percentage of the Customer’s net revenue recorded in PROLandwirt,
• the one-off setup fee, and
• any add-ons booked (e.g. additional driver logins, own domain, setup of card payments).

(3) A customer counts as active if they are listed as active in PROLandwirt in the billing month.

(4) The Customer can switch plans at any time. The change takes effect from the next billing period.

(5) We may change prices with effect for the future. We announce price increases by email at least two months before they take effect. In this case the Customer may terminate the contract as of the date the price increase takes effect.

§ 6 Billing and payment

(1) The base fee and monthly add-ons are billed monthly in advance. The fee for additional customers and the revenue share are billed in arrears for the previous month. The setup fee and one-off add-ons are billed when the contract is concluded or the add-on is booked.

(2) Invoices are payable immediately upon receipt without deduction.

(3) Payment is made using the payment methods we offer, in particular via the payment service provider Stripe. The Customer authorises us to collect amounts due using the payment method they have provided.

(4) The Customer agrees that we send invoices electronically by email.

(5) In the event of late payment we charge default interest at the statutory rate (§ 456 UGB, Austrian Commercial Code) as well as the reminder and collection costs necessary for appropriate debt recovery. If a payment remains outstanding despite a reminder with a 14-day grace period, we may block access until payment has been made in full. The obligation to pay the fee remains unaffected.

(6) The Customer may only set off claims that we have acknowledged or that have been established by a court.

§ 7 Term and termination

(1) The contract is concluded for an indefinite period.

(2) Either party may terminate the contract with three months’ notice to the end of a calendar month. Notice must be given in writing or by email.

(3) The right to terminate for good cause remains unaffected. Good cause exists for us in particular if the Customer is more than 30 days in arrears with a payment despite a reminder or seriously breaches § 8.

(4) One-off fees already paid, in particular the setup fee, are not refunded when the contract ends.

(5) Until the contract ends, the Customer can export their data from PROLandwirt; within 30 days after the contract ends we provide it on request in a common format (e.g. CSV). After that we delete the Customer’s data within 30 days, unless statutory retention obligations apply.

§ 8 Customer obligations

(1) The Customer keeps their login details secret and informs us immediately if they suspect misuse. Driver logins may only be given to persons working for the Customer.

(2) The Customer is responsible for all content they enter in PROLandwirt (e.g. products, prices, texts, images, logos). They ensure that this content is lawful and does not infringe the rights of third parties.

(3) The Customer remains responsible for complying with the regulations that apply to them, in particular tax obligations (e.g. correct tax rates, invoice details, record-keeping and receipt obligations) and food law requirements.

(4) The Customer may not misuse PROLandwirt, in particular not let third parties use it, decompile the software or take any action that impairs the operation of the software.

§ 9 Data protection and data processing

(1) How we process personal data is described in our privacy policy.

(2) The Customer is the controller within the meaning of the GDPR for the data of their own customers that they manage in PROLandwirt. We process this data solely on the Customer’s behalf and in accordance with their instructions as a processor (Art. 28 GDPR). The data processing agreement (DPA) concluded for this purpose, which the Customer accepts when signing up, forms part of the contract and also applies during the free trial.

§ 10 Warranty

(1) The Customer reports defects to us immediately, at the latest within 14 days of becoming aware of them, by email with a comprehensible description.

(2) We remedy reported defects within a reasonable period. If we do not succeed, the Customer may demand an appropriate reduction of the fee; in the case of serious defects they may terminate the contract for good cause.

§ 11 Liability

(1) We are only liable for damage caused by us intentionally or through gross negligence. Liability for slight negligence is excluded. This does not apply to personal injury.

(2) In the case of gross negligence, to the extent permitted by law, we are not liable for lost profit, consequential damage or indirect damage. In the case of gross negligence, liability is also limited in amount to the fees paid by the Customer in the twelve months before the event causing the damage, but to at least €1,000. These limitations do not apply to intent or personal injury.

(3) We are not liable for services of third parties over which we have no influence, in particular payment service providers, internet and mobile connections, map services and the delivery of emails.

(4) Claims for damages must be brought before a court within six months of becoming aware of the damage and the party causing it; otherwise they lapse. This does not apply to intent or personal injury.

(5) We are released from our obligations for as long as events of force majeure (e.g. natural disasters, large-scale power or network outages, official measures) prevent performance.

§ 12 Changes to these Terms

We may change these Terms with effect for the future, provided the change is reasonable for the Customer and does not concern the main services, the prices (§ 5(5) applies to these) or liability – for example in the event of changes in the law, new features or technical adjustments. We notify the Customer of changes by email at least two months before they take effect. If the Customer does not object before the changes take effect, they are deemed accepted; we will point this out separately in the notification. If the Customer objects, either party may terminate the contract as of the date the changes take effect.

§ 13 Final provisions

(1) Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising from this contract is the court in Linz, Austria, that has subject-matter jurisdiction.

(3) Where these Terms require written form, email is sufficient.

(4) Should any provision of these Terms be invalid, the remaining provisions remain valid. The invalid provision is replaced by a valid provision that comes closest to its economic purpose.

(5) These Terms are available in German, English and Italian. In the event of discrepancies, the German version prevails.