General terms and conditions

General Terms and Conditions (GTC) of TeamEcho GmbH

IMPORTANT NOTE: The German version of this document will govern our relationship – this translated version is provided for convenience only and will not be interpreted to modify the German version. For the German version, please see: https://www.teamecho.com/agb

As of February 17, 2025 – valid for all contracts from February 17, 2025

These General Terms and Conditions (GTC) apply to all business relationships between the contracting party (hereinafter also “Customer”) and TeamEcho GmbH (hereinafter also “teamecho”) and form the basis for offers, payments, legal acts, legal transactions, and other services provided by TeamEcho GmbH. These GTC apply to all – including future – business relationships, even if they are not specifically referenced on a case-by-case basis. Deviating business terms of the Customer shall not obligate TeamEcho GmbH, even if TeamEcho GmbH does not expressly object to them again upon conclusion of the contract, and shall only apply if and to the extent that TeamEcho GmbH has explicitly agreed to them in writing.

Insofar as rights and obligations of the Customer are concerned, the following provisions also apply to its partners and employees.

1. General Provisions and Definitions

1.1. TeamEcho GmbH develops software solutions, in particular the SaaS solution under the product name teamecho (hereinafter “Software”), and in this context provides related services and consulting.

1.2. Customers are entrepreneurs or businesses, or other entities that are not private individuals, that have entered into a contract with TeamEcho GmbH, subject to a fee or free of charge, for the use of the Software.

2. Services and Service Description

2.1. TeamEcho GmbH develops and provides the Customer with a digital feedback and organizational development platform as Software as a Service. The services of TeamEcho GmbH include, among other things, granting the possibility and the right to access the Software, which is hosted on servers, via the Internet and to use the functionality of the Software in accordance with the respective contract. This also includes all updates, improvements, and modifications to the portal and the Software.

2.2. In addition to the Software, TeamEcho GmbH also offers supplementary services and consulting. These include, among other things, consulting, service, and support. This also covers all emails, data, or any correspondence that employees or agents of TeamEcho GmbH send in the course of providing these services.

2.3. The services described in Section 2.1 concerning the use of the Software and those described in Section 2.2 concerning service and consulting are collectively referred to as “Services.” The specific services of TeamEcho GmbH are detailed exclusively in the respective offer.

2.4. Internet access or other technical, personnel-related, or financial prerequisites required for using the Software are not part of TeamEcho GmbH’s Services. In particular, the Customer is responsible for any Internet fees incurred in using or accessing the Software and for providing the necessary devices and operating systems.

2.5. TeamEcho GmbH reserves the right to modify or improve its Services at any time. This may result in visual, technical, content-related, or other changes. There is no entitlement to any specific improvements, modifications, or additional features; likewise, such changes, modifications, or improvements do not give rise to an extraordinary right of termination if the contractual performance essentially remains unaffected.

3. Conditions of Use

The use of TeamEcho GmbH’s service is permitted only to entrepreneurs or businesses, or other entities that are not private individuals, as well as their partners and employees in the context of their work for the Customer.

4. Conclusion of Contract

4.1. Offers constitute a non-binding invitation to enter into a contract between TeamEcho GmbH and the Customer. Offers are issued solely in writing, by email, or through an online booking process.

4.2. Orders by the Customer become binding as soon as the signed offer is received by TeamEcho GmbH (in writing or by email) or when the Customer accepts the contractual conditions and GTC in the context of an online booking. TeamEcho GmbH may accept the order within two weeks by (i) sending a written order confirmation or (ii) beginning service provision, thereby concluding the contract.

4.3. The contract with TeamEcho GmbH must be concluded by the Customer at least for the base version of the Software. To include additional resources or individuals in the service, the Customer must extend the base version to include the required number of additional products.

4.4. Unless otherwise agreed, the service term begins upon conclusion of the contract.

5. Fees and Payment Terms

5.1. All prices quoted by TeamEcho GmbH are in euros, exclusive of VAT and any other statutory taxes and duties.

5.2. The prices are based on the initial offer, unless otherwise specified.

5.2.1. The prices set out in the offer underlying the contract are binding for one year from the start date of the contract. Subsequently, an annual adjustment (ordinary price adjustment) is made based on the “Verbraucherpreisindex 2020” (Consumer Price Index 2020) published by Statistik Austria (base year 2020), or any index replacing it.

5.2.2. TeamEcho GmbH requests your understanding that price changes may occur (extraordinary price adjustment). The Customer will naturally be informed of any extraordinary price adjustments, which only take effect with the next invoice. The Customer acknowledges this and has the right to terminate the contract ordinarily (pursuant to Section 6.2) before such extraordinary price adjustment takes effect.

5.3. Unless otherwise agreed, the fee for the Software and any other services is payable in full for the entire contract term once the order is placed. However, TeamEcho GmbH may, at its own discretion, issue partial or installment invoices.

5.3.1. If the usage exceeds the agreed contingents (e.g., number of licenses), the excess usage for the relevant period may be invoiced subsequently. The associated fees are calculated based on the existing agreed rates (e.g., per user license / per unit), unless otherwise agreed in writing.

5.3.2. If at the time of contract renewal (see Section 6) a higher license count is being used than originally agreed, this increased license count will be deemed the new contractual basis and invoiced accordingly.

5.3.3. The non-use or partial use of contractually agreed services does not entitle the Customer to (partial) refunds or fee reductions.

5.4. Unless otherwise agreed in an individual case, the invoice amount is payable in full, without charges or deductions, immediately upon receipt of the invoice, so that payment is irrevocably credited to TeamEcho GmbH’s bank account within 14 days.

5.5. If payments are not made or cannot be made due to circumstances attributable to the Customer, TeamEcho GmbH may charge the Customer for all additional costs incurred (e.g., costs for returned direct debits, expenses) at the actual amount incurred or demand reimbursement thereof.

5.6. In the event of payment default, TeamEcho GmbH is entitled to charge default interest at a rate of 9.2 percentage points above the applicable base interest rate.

5.7. The Customer is not entitled to assert rights of retention or other rights to refuse performance or to offset with counterclaims, except for counterclaims explicitly acknowledged by TeamEcho GmbH in writing or established by a final court ruling.

5.8. If the Customer defaults on an agreed payment or other performance, TeamEcho GmbH may, at its sole discretion – without prejudice to other rights – (i) postpone fulfillment of its own obligations until the overdue payments or other performances have been rendered or (ii) withdraw from the contract after a reasonable grace period has passed without success.

6. Contract Term and Expiration of the Contract

6.1. The contract term for the Services is specified in the offer.

6.2. After the expiry of the agreed fixed term, the contract is renewed for the same duration and on the same conditions, unless a notice of expiration is submitted no later than 30 days before the end of the contract.

6.3. Notices of expiration must be submitted via the corresponding area in the Customer’s software account or in writing or by email to TeamEcho GmbH.

6.4. The Customer acknowledges that if its payment default exceeds four weeks, TeamEcho GmbH will limit the service to read-only access. The Customer then has a 14-day period to settle all outstanding amounts. If the outstanding amounts are not paid in full (received by TeamEcho GmbH) within this period, TeamEcho GmbH is entitled, without further notice, to discontinue the service with immediate effect and withdraw from the contract. Any outstanding claims through the termination of the contract remain unaffected.

6.5. The contract may be terminated at any time in writing with immediate effect for good cause by either TeamEcho GmbH or the Customer.

6.6. A good cause entitling TeamEcho GmbH to immediate termination exists in the event of a breach as defined in Section 7.4. TeamEcho GmbH is also entitled to immediate termination if fundamental changes occur in legal or technical standards making it unreasonable for TeamEcho GmbH to continue providing the Services in whole or in part within the scope of the contract.

6.7. In addition, TeamEcho GmbH reserves the right to claim damages and to initiate other legal action.

7. Obligations and Liability of the Customer

7.1. The Customer declares and warrants that all information provided about itself and its company is truthful and correct, and shall promptly inform TeamEcho GmbH of any changes. Furthermore, the Customer guarantees that the service is neither used in an abusive manner nor in violation of any laws or obligations of any kind.

7.2. The Customer is solely responsible for all data it provides via teamecho, and warrants to TeamEcho GmbH that all data protection regulations are observed and that the service is not used abusively or in violation of legal provisions or obligations. The Customer must inform TeamEcho GmbH in case data must be altered or deleted for data protection or other legal reasons. The Customer is obliged to provide truthful information during account creation or when making changes.

7.3. The Customer undertakes to use the Software solely within its own operations for the purposes stated in the service description, so that the quality of the Software is not impaired. The Customer is prohibited from any misuse of TeamEcho GmbH’s services. Misuse particularly includes:

• Using the service in a way that violates the privacy or rights of others and/or leads to or encourages illegal acts;
• Using names, descriptions, or activities that could harm TeamEcho GmbH or other companies or individuals, as well as their property;
• Employing technical tools or methods that impair or could impair the functionality of the Software.

7.4. The Customer shall indemnify and hold harmless TeamEcho GmbH and all its vicarious agents, as well as any other third parties to whom TeamEcho GmbH is liable because of the contract with the Customer or in connection with its execution, and also with regard to all other damages arising from any unlawful, abusive, or otherwise culpable use of TeamEcho GmbH’s services. This particularly includes damages arising from incorrect or false information and data, or from the violation of personal rights, copyrights, data protection legislation, or other regulations by the Customer.

7.5. TeamEcho GmbH is entitled to immediately delete any unlawful and/or abusive content created by the Customer.

7.6. The Customer is obliged to keep its login credentials confidential. The Customer is liable for any unauthorized or abusive use of login data if it is attributable to the Customer.

7.7. TeamEcho GmbH recommends regular data backups. Upon request, the Customer may obtain a backup copy of the data. In particular, the Customer is responsible for securing data prior to termination of the contractual relationship.

8. Rights of Use

8.1. The provided Software is a software-as-a-service solution accessible via server access. No transfer of the Software to the Customer takes place. TeamEcho GmbH grants the Customer only a non-transferable, non-sublicensable, and non-exclusive right of use limited to the term of the contract.

8.2. Insofar as new versions, updates, upgrades, or other modifications to the Software are made during the contract term, the above rights apply to those as well.

8.3. The Customer is not permitted to use the Software beyond Section 8.1, to allow others to use it, to distribute, or to sell it.

8.4. TeamEcho GmbH holds all distribution, reproduction, editing, and other copyrights concerning its website, its online software, as well as any patents contained therein. Use of the services and the contents contained therein is permitted exclusively for the purposes stated in these GTC.

8.5. TeamEcho GmbH is entitled to use data arising from the use of the Software for further development and improvement of its services, for example to optimize and further develop data-based analysis and evaluation methods. Furthermore, anonymized and aggregated data may be used for analyzing trends, benchmarking, and for creating industry-wide evaluations, studies, and similar purposes. Any processing of personal data takes place strictly in accordance with applicable data protection laws and the provisions of the Privacy Policy and the DPA (Data Processing Agreement).

9. Availability

9.1. TeamEcho GmbH endeavors to provide the service around the clock, seven days a week, but does not guarantee this.

9.2. TeamEcho GmbH guarantees an annual average availability of 98%.

9.3. This does not include times when the servers cannot be reached via the internet due to technical or other reasons beyond TeamEcho GmbH’s control (force majeure, fault of third parties, etc.).

9.4. Planned or necessary maintenance, which leads to downtime and has been announced as a maintenance window, is considered to be available.

10. Liability of TeamEcho GmbH

10.1. TeamEcho GmbH is not liable for content published via its service by the Customer, its users, employees, team members, partners, or any other persons.

10.2. TeamEcho GmbH is not liable for the quality of survey responses or for the Customer’s employee relations.

10.3. TeamEcho GmbH endeavors to keep the service free from computer viruses, harmful computer codes, or other harmful elements. However, TeamEcho GmbH recommends that, in principle and especially before downloading any data or information, the Customer take its own appropriate measures to protect against such risks.

10.4. TeamEcho GmbH is not liable for any damage caused by lost or misused login credentials of the Customer or the users. The Customer must immediately inform TeamEcho GmbH if login credentials are lost or misused.

10.5. TeamEcho GmbH is not liable if, despite all security precautions, third parties gain unauthorized or unlawful access to data or disrupt or impede the service. As a matter of principle, TeamEcho GmbH advises against entering sensitive data into the system.

10.6. TeamEcho GmbH is not responsible for service disruptions caused by force majeure, in particular outages or overloads of global communication networks.

10.7. TeamEcho GmbH is generally only liable for direct damage in connection with the use or utilization of its services and only if caused by intentional misconduct or gross negligence by TeamEcho GmbH. Any liability for slight negligence, for indirect, consequential, or follow-on damages (in particular consequential harm caused by a defect), for pure financial losses, lost profit, and damages of third parties, is excluded to the extent permissible by law. Moreover, TeamEcho GmbH’s liability is limited to contract-typical, foreseeable damages and is capped at the amount of the monthly fees paid by the Customer in the last three months or, in the case of a one-time fee, at the corresponding pro rata fee for three months.

10.8. Claims for damages must be brought before the competent court within one year from the time when the specific service that caused the damage was used; otherwise, any liability is excluded. Any liability for damages claimed after this period or that arise after this period is excluded.

11. Data Protection

11.1. Data is processed in accordance with data protection regulations. The detailed Privacy Policy of TeamEcho GmbH is available at https://www.teamecho.com/en/privacy.

11.2. For the use of the Software, the Data Processing Agreement (“Data Processing Addendum” or “DPA”) of TeamEcho GmbH applies additionally and forms an integral part of these GTC. The current DPA is available at www.teamecho.com/en/dpa or can be provided in text form upon request. By accepting these GTC, the Customer enters into the DPA with TeamEcho GmbH and acknowledges its provisions as binding.

11.3. Deviating or additional written agreements between the Customer and TeamEcho GmbH regarding the processing of personal data take precedence over the DPA without requiring an amendment to these GTC.

12. Miscellaneous

12.1. The Customer will receive general information by email. The Customer may object to receiving these emails at any time with effect for the future. Emails concerning system-related or technical confirmations and information cannot be deactivated.

12.2. Any differing provisions, modifications, or amendments must be agreed in writing with the management of TeamEcho GmbH.

12.3. Deviating terms and conditions of the Customer do not become part of the contract, even if TeamEcho GmbH does not expressly object to them.

12.4. The place of performance is the registered office of TeamEcho GmbH.

12.5. Invoices and receipts are provided by email or by post.

12.6. The Customer agrees to being named as a reference customer. For this purpose, teamecho may use the Customer’s logo as well as the company name and other company identifiers.

12.7. If the Customer or a party commissioned by the Customer (e.g., an external auditor) requests additional audits, examinations, documentation, or other proof from TeamEcho GmbH that goes beyond the services expressly agreed in these GTC, in the DPA, or under statutory requirements, TeamEcho GmbH may charge the resulting additional expenses separately and appropriately. TeamEcho GmbH will inform the Customer in advance of the expected effort and costs, and the relevant steps will be agreed upon by mutual consent.

13. Amendment of the GTC

13.1. TeamEcho GmbH is entitled to amend these General Terms and Conditions (GTC). In particular, but not exclusively, this may be done to incorporate changes in legal requirements or new/modified services.

13.2. The Customer will be notified of any changes to the GTC by email or by post. The changes are deemed approved if the Customer does not object to them in writing within 14 days.

13.3. If the Customer objects to the amendments to the GTC, TeamEcho GmbH has the right to terminate the contractual relationship prematurely and end the contract.

14. Applicable Law and Place of Jurisdiction

14.1. All disputes arising from or in connection with the legal relationship between the Customer and TeamEcho GmbH shall be governed by Austrian law, excluding its conflict-of-law rules.

14.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and all provisions referring thereto are explicitly excluded.

14.3. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship with TeamEcho GmbH or the use of TeamEcho GmbH’s services is the registered office of TeamEcho GmbH.

15. Severability Clause

The invalidity of individual provisions shall not affect the validity of the remaining provisions. In lieu of the invalid provision, that which comes closest to the invalid provision from an economic standpoint in a legally permissible manner shall be deemed agreed. The same applies if these provisions contain a gap or if individual provisions prove to be unenforceable.