General Terms and Conditions

1. Scope of Application

1.1. Bonrepublic GmbH, Margaretenstraße 70, Stiege 1, Stock 3, 1050 Vienna, Austria (hereinafter referred to as “Bonrepublic”), operates the internet platform “bonrepublic.com” and develops and sells HR software and app solutions, especially in the field of organizational development.

1.2. These general terms and conditions (hereinafter referred to as “GTC”) apply to all business relationships between Bonrepublic and its business partners. This also applies if Bonrepublic uses intermediaries or other third-party agents. Bonrepublic only enters into business relationships and contracts with companies as defined in § 1 Para. 1 No. 1 KSchG (Austrian Consumer Protection Act). We explicitly and definitively reject contractual relationships with consumers.

1.3. The GTC of Bonrepublic apply exclusively. Any conflicting or deviating terms of the business partner will not become part of the contract, even if we are aware of them. Bonrepublic explicitly rejects these GTC of the business partners. This does not apply if the management of Bonrepublic explicitly agrees to their validity in writing.

1.4. These GTC apply exclusively to contractual relationships between Bonrepublic and companies. By concluding the contract, you declare that you are an entrepreneur.

1.5. Customers are companies that receive services from Bonrepublic. These GTC apply to all contractual relationships between Bonrepublic and its customer.

2. Scope of Services

2.1. The specific scope of the SaaS services is defined in a separate Service Sheet, which becomes an integral part of the contract concluded between Bonrepublic and the customer and is provided to the customer separately before the contract is signed. It includes, in particular:

• The defined scope of services of the SaaS services agreed upon in the service order.
• The suitability for the intended use assumed in the service order.
• The conditions specified in the service order.
• The General Terms and Conditions.

2.2 The Service Sheet contains the complete scope of services, the contract duration, and the amount of the fee to be paid. The current technical status of the service is always considered agreed upon, unless the service description at the time of the contract’s conclusion states otherwise. At a minimum, this includes the provision of Software-as-a-Service (SaaS) and the storage of customer data related to the SaaS (data hosting). For data hosting, Bonrepublic is permitted to carry this out on the servers of a specialized service provider. This applies to all data generated or stored with the software for the duration of the contractual relationship.

2.3. In the event of contradictions in the contractual documents, Section 2.1 establishes the order of precedence for the contractual agreements.

2.4. Bonrepublic continuously develops its platform and software, particularly through updates and upgrades. An update is a software modification to the platform that corrects identified and reported errors without adding new functionalities. Synonyms for this are patch, bugfix, or hotfix. An upgrade is a software modification that adds new functionalities to the platform. An upgrade may contain an update, but this is not mandatory. Updates for the software are generally provided to the customer free of charge. Upgrades can be offered by Bonrepublic free of charge or for an additional fee. If upgrades and additional tools are provided free of charge, Bonrepublic reserves the right to unilaterally revoke this. These free upgrades are performed automatically and cannot be refused by the customer. The customer is not obliged to accept upgrades offered for a fee. However, the customer explicitly acknowledges that in this case, Bonrepublic cannot guarantee the functionality of the platform.

3. Registration, Conclusion of Contract, and Assurances upon Registration

3.1. The contract is concluded with the employer as a company. The employer also creates accounts for its employees via a “mass upload” of a collective file containing employee data.

3.2. The presentation of the platform on the internet constitutes a non-binding invitation for the customer to submit an offer to conclude a contract (invitatio ad offerendum). To conclude a contract for the use of the platform, the customer must register and create an employer account on the platform. By completing the registration, the customer confirms their specific service order, declares full acceptance of these GTC, and in turn, submits a binding offer to conclude a contract for the use of the platform. However, Bonrepublic is not obligated to accept. Bonrepublic accepts this offer from the user by providing the agreed services and confirms the acceptance to the customer by email. If Bonrepublic does not accept the customer’s offer, Bonrepublic will also inform them by email.

3.3. The customer undertakes to provide the requested data correctly and completely. Furthermore, the customer undertakes to inform Bonrepublic immediately of any changes to this data by providing the new or changed data.

3.4. The creation of a customer user account requires registration, during which the customer must choose a password. The customer undertakes to keep their password secret. If third parties gain knowledge of the customer’s password, the customer must report this circumstance to Bonrepublic without delay and change the password immediately. The careful storage and securing of access data for the use of the platform are the customer’s sole responsibility.

3.5. By registering, the customer assures that they are of legal age. In the case of legal entities, the person acting on behalf of the legal entity assures that they are duly authorized or empowered to represent it. Bonrepublic is entitled to demand corresponding proof of age, power of representation, and authorization from the customer. The customer will provide this proof without delay.

3.6. Bonrepublic cannot technically determine with certainty whether a customer registered on the platform is actually the person they claim to be. For this reason, Bonrepublic excludes any warranty and liability for the actual identity of the customer.

4. Usage Rights to the Software

4.1. Bonrepublic grants the customer a non-transferable, non-exclusive, and non-sublicensable right to use the software agreed upon in the contract between Bonrepublic and the customer for the duration of the contract in accordance with the provisions of the contract and these GTC. The customer thus acknowledges Bonrepublic as the sole licensor of the software and the associated copyrights.

4.2. If Bonrepublic provides upgrades or extensions to the customer free of charge in accordance with Section 2.3 of these GTC, this provision is explicitly subject to revocation at any time.

4.3. The customer is entitled to create user accounts for their employees, business partners, or service partners, which they can use to access the software on the customer’s behalf. However, the customer undertakes not to set up these user accounts for a fee. The customer will inform Bonrepublic without delay of any breach of contract or breach of these GTC that they become aware of. The customer will likewise oblige their employees, business, or service partners to inform the customer or Bonrepublic without delay of any contract or GTC violation that they become aware of.

5. Data Hosting and Processing

5.1. Hosting takes place on Amazon Web Servers and is cloud-based. Data is hosted in our AWS RDS (Relational Database Service) Cluster in Frankfurt.

5.2. The customer undertakes not to store any content on the storage space whose provision, publication, and use violate applicable law or infringe on the rights of third parties, and will indemnify and hold Bonrepublic harmless in this regard.

5.3. Bonrepublic provides the customer with the necessary and appropriate amount of storage space on a server for the use of the services and for the storage of their data. The amount of storage space provided by Bonrepublic corresponds to the average data storage and data transfer volume according to Bonrepublic’s calculations.

5.4. If this average data storage and data transfer volume is exceeded, Bonrepublic will inform the customer in good time, offer them an expansion of their data storage space, and, in the event of an order for this additional storage space, provide it as soon as possible.

5.5. Should the storage space be exhausted due to a sustained and continuous exceeding of the average data transfer volume without the customer ordering additional storage space, Bonrepublic will no longer store any further data beyond that. The data is hosted exclusively in Germany and Austria.

5.6. Bonrepublic undertakes to take the necessary security precautions against data loss and to prevent unauthorized third-party access to customer data in accordance with the generally accepted rules of technology. For this purpose, Bonrepublic will perform backups every 48 hours and use suitable security mechanisms.

5.7. Bonrepublic uses security technologies corresponding to the generally accepted rules of technology (such as encryption, antivirus software, password, and firewall protection) to a commercially reasonable extent when providing its services. The customer undertakes to observe the valid security guidelines and procedures, which are demonstrably and in writing brought to their attention before the conclusion of the contract.

5.8. The customer remains the sole rights holder to the data they have entered and can request the surrender of individual or all data from Bonrepublic at any time, especially after the termination of the contract. In this case, Bonrepublic is not entitled to a right of retention. The data will be handed over at Bonrepublic’s free choice by transmission via a data network or by granting a time-limited access for the export of the data. However, the customer is not entitled to receive the software from Bonrepublic that is suitable for using the data.

5.9. Data collection: Only the following data is collected: name, email, department, and role. All other data that goes into more detail can be updated in the profile but is not required. This depends exclusively on the individual use of the platform by the customer. This means that each customer can decide for themselves what additional data is necessary for the use and can then collect it. This data is then also stored on the same AWS server and, by default, is only accessible to the employee and the admin.

5.10. Data processing: The collected data is not processed in a personally identifiable way. The data affected by the processing is that which is generated by the organization and also by each employee themselves. This includes creating goals, contributing to goals, giving and receiving recognition, including skills and values attributes, as well as using the marketplace. This data is basically only available to the employee and the administrator. It is stored in the employee profile, which only these two functions can see. Bonrepublic can, however, use incidental anonymous data sets that do not contain any personal reference for its own purposes, such as for benchmarks or similar.

5.11. Transparent data processing: In principle, recognition and goals (unless they are personal goals) are visible to every user in the organization in the recognition overview, newsfeed, and the Challenges feature. The derivation of measures and any further action, however, are not. A definition of access rights is possible and means, for example, that only a certain group (to start) can give and receive recognition or define goals. This can then also be department-specific.

5.12. The aforementioned data will not be passed on to third parties or made visible at any time. This also cannot happen by chance, since each customer receives their own platform with their own URL, which is completely separate from all other customer platforms.

6. Interruption/Impairment of Availability

6.1. Bonrepublic monitors the basic functions of its platform daily and strives not to exceed a weekly maintenance window of four (4) hours per week on an annual average, and to carry this out during times of low data traffic if possible. In the event of serious errors that make the use of the SaaS services impossible or significantly restrict it, an initial response will be made within one day of Bonrepublic becoming aware or being notified by the customer. Bonrepublic will inform the customer of the maintenance work in good time and carry it out as soon as possible. Delays in troubleshooting for which the customer is responsible (e.g., due to the unavailability of a contact person on the customer’s side) are not counted towards the troubleshooting time.

6.2. Adjustments, changes, and additions to the contractually agreed-upon SaaS services, as well as measures that serve to identify and remedy functional disorders, will only lead to a temporary interruption or impairment of availability if this is absolutely necessary for technical reasons.

6.3. If troubleshooting is not possible within 48 hours, Bonrepublic will notify the customer within this period, stating the reasons and the period that is expected to be required for the troubleshooting.

6.4. The availability of each individual SaaS service is 98% on an annual average, with interruptions lasting a maximum of 12 hours per week on an annual average. The downtime during maintenance is not considered a period of unavailability. The client-side connection to the internet is the customer’s responsibility. This is not part of the SaaS service scope. The downtime is determined in full minutes and is calculated from the sum of the troubleshooting times per year. Excluded from this are those periods that Bonrepublic designates as so-called maintenance windows for optimization and performance enhancement, as well as time lost during troubleshooting due to reasons for which Bonrepublic is not responsible, and outages due to force majeure.

7. Customer’s Obligations

7.1. The customer will provide Bonrepublic with all necessary information and support measures for activating and operating the services. Furthermore, the customer undertakes to prevent unauthorized third-party access to the SaaS services through their own suitable precautions. For this purpose, the customer will oblige its employees, business, and service partners to comply with the obligations of these GTC.

7.2. The customer is responsible for entering and maintaining the data and information required for using the software.

7.3. The customer shall maintain the confidentiality of the information relating to the user account, including usernames and passwords. They will also oblige the users mentioned in Section 4.3 to maintain confidentiality and ensure that in the event that an authorized user becomes aware that the security of their login data is compromised, they will notify the customer or Bonrepublic immediately. The customer is obliged to either block the user account in question immediately or change its login data.

7.4. The customer is not entitled to reproduce, modify, decompile, distribute, sell, or rent any part of the services provided by Bonrepublic via the platform or the software contained therein, unless Bonrepublic has given its express written consent.

7.5. The customer is responsible for the content they post on the platform. They undertake in particular to ensure that the content is not illegal and does not infringe on the rights of third parties. Bonrepublic is not obligated to check whether the content infringes on the rights of third parties or violates legal prohibitions. The customer is also responsible for ensuring that the content they post does not contain viruses or harmful programs of any kind. In particular, the customer explicitly undertakes to:

• Not use offensive or defamatory content, regardless of the person to whom it is directed.
• Not use pornographic, glorifying violence, abusive, immoral, or content that violates youth protection laws.
• Avoid unreasonable harassment of other customers, particularly through spam.
• Not use content protected by law, particularly by copyright, trademark, patent, design, or utility model law, without being authorized to do so.

8. Remuneration

8.1. All fees are net prices in Euro, unless value-added tax is explicitly stated, and are valid until revoked. Prices are non-binding unless stated otherwise.

8.2. Additional services, such as upgrades, system support, and training, are to be commissioned separately at the customer’s request and will also be invoiced separately at the respectively valid rates.

8.3. Bonrepublic is entitled to effectively send invoices to the customer by email to the email address provided to Bonrepublic or to make them available to the customer online.

8.4. Unless otherwise agreed, invoices are due immediately upon receipt. All payments must be made without charges or deductions. Transfers are at the customer’s risk. Collection and discount fees are at the customer’s expense. No discount will be granted.

8.5. Bonrepublic is entitled at any time to make the provision of services dependent on the customer making advance payments or providing other securities of a reasonable amount.

8.6. In the event of a default in payment for which the customer is responsible, Bonrepublic is entitled to demand default interest at a rate of 9.2 percentage points above the base rate. Furthermore, compound interest will accrue at a rate of 4 percent per year. The assertion of further damages will not be affected by this. The costs of debt collection agencies and lawyers incurred for the appropriate legal prosecution in the event of default are to be borne by the customer in full.

8.7. In the event of a payment default, Bonrepublic is entitled to suspend the fulfillment of all contractual obligations until the customer has completely fulfilled the payment obligations.

8.8. If the customer is in default of payment or performance despite being granted a reasonable grace period of at least 2 (two) weeks, Bonrepublic is entitled to an extraordinary right of termination for good cause. In this case, the customer must reimburse Bonrepublic for all expenses for work already carried out for them or for services that were necessary as a result of the withdrawal from the contract or services already rendered. Bonrepublic is also entitled to block access to the SaaS services and stop the delivery of further products ordered by the customer until all outstanding claims from the entire business relationship with the customer have been paid in full.

8.9. Offsetting against claims of Bonrepublic is only permissible with claims that have been recognized in writing by Bonrepublic or have been legally and finally established by a court. The customer can only assert rights of retention if the customer’s counterclaim is based on the same contractual relationship as the claim being withheld.

9. Warranty/Liability

9.1. The customer undertakes to indemnify and hold Bonrepublic harmless from all third-party claims based on the unlawful use of the services provided via the platform or that occur with their consent, or that arise in particular from data protection, copyright, or other legal disputes caused by an unlawful act of the customer in the context of using the platform. If the customer recognizes or must recognize that such a violation is imminent, they will notify Bonrepublic immediately.

9.2. Bonrepublic warrants the functional and operational readiness of its services within the framework of the agreed service level. However, the customer is obliged to report functional failures of the software immediately. Until the customer reports the error, Bonrepublic is released from its warranty obligation.

9.3. Warranty claims are excluded if the software is not used in accordance with the contract. Furthermore, warranty claims are excluded if the customer carries out changes or extensions to the software mentioned in the contract. However, this does not apply if the customer proves that the errors are not causally related to the changes or extensions they have made.

9.4. For the parts of Bonrepublic’s services that are subject to a statutory warranty (in particular the software solution provided as part of the service), Bonrepublic warrants that the services have the explicitly agreed-upon characteristics in accordance with the agreed service description and that Bonrepublic does not unlawfully infringe on third-party rights when providing these services. The customer will notify Bonrepublic in writing of any material defects that have occurred, with a description of the defect and, to the extent that it is economically and reasonably acceptable in the ongoing business operation, with the information useful for rectifying the defect.

9.5. The notification of a later discovered defect is considered timely in accordance with § 377 UGB (Austrian Commercial Code) and immediate within the meaning of this section if it is made to Bonrepublic within fourteen (14) days from the day the software was provided. In the case of proven material defects, Bonrepublic provides a warranty by subsequent performance in such a way that the customer provides Bonrepublic with a new, defect-free version of its services or rectifies the defect. The customer is obliged to accept a new version of the commissioned services if the contractually agreed-upon scope of functions is retained and the change is not unreasonable.

9.6. If Bonrepublic’s services are used by third parties without authorization using the customer’s username and password, the customer is liable for any fees incurred as a result until the order to change the user account and password is received or until the report of loss or theft is received by Bonrepublic. However, this only applies if the customer is at fault for the unauthorized third-party access. Bonrepublic accepts no liability for damages that arise from the customer passing on passwords or user IDs to unauthorized persons.

9.7. The customer undertakes to release Bonrepublic from all third-party claims resulting from the data they have stored and to indemnify and hold Bonrepublic harmless in this regard.

9.8. Bonrepublic is entitled to immediately block the customer’s account and their storage space if there is a justified suspicion that the content or stored data provided by the customer is unlawful or infringes on the rights of third parties. A justified suspicion of illegality or a legal infringement exists in particular, but not exclusively, if courts, authorities, or other authorized third parties inform Bonrepublic of this. In this case, Bonrepublic will inform the customer of the blocking and the reason for the blocking without delay. Bonrepublic is entitled to maintain the blocking until the suspicion is sustainably disproven.

9.9. Outside the scope of the Product Liability Act (PHG), Bonrepublic’s liability is limited to intent or gross negligence. Liability for slight negligence is excluded, provided that it does not cause damages such as injury to life, body, or health. Bonrepublic assumes no liability for lost profits, expected but not realized savings, indirect damages, and consequential damages. The customer must prove the existence of intent or gross negligence and assert claims for damages within one year of the service being provided, otherwise the claim will be forfeited.

9.10. Bonrepublic’s liability for damages arising from breaches of the obligations under the contract is — with the exception of intent and gross negligence (then unlimited) — limited to the amount of the annual license fee.

9.11. The liability of vicarious agents, as well as for Bonrepublic’s organs, agents, and senior employees, is limited in the same way.

10. Data Protection/Confidentiality

10.1. Bonrepublic undertakes to use data and processing results exclusively within the scope of the customer’s orders and to return them exclusively to the customer or to transmit or hand them over only in accordance with the customer’s written order. Bonrepublic will not pass on the data provided by the customer to third parties without the prior written consent of the customer.

10.2. The customer is responsible for the legality of the collection, processing, and use of the data and for the protection of the rights of the data subjects. Should third parties assert claims against Bonrepublic on the basis of the collection, processing, or use of the customer’s data, the customer will indemnify and hold Bonrepublic harmless with regard to all such claims.

10.3. Bonrepublic explicitly declares that:

• It has obligated or will obligate all persons commissioned with data processing to maintain data secrecy before starting the activity, and this confidentiality obligation of the persons commissioned with data traffic remains in effect even after the end of their activity and their departure from Bonrepublic.
• It has taken sufficient security measures to ensure that data is not improperly used or made accessible to unauthorized third parties.
• It can use another company to carry out processing, even without the customer’s consent, and in this case will conclude a contract with the subcontractor in which the subcontractor enters into the same obligations that Bonrepublic has under this agreement.
• It provides for the technical and organizational requirements so that the customer can exercise their obligation towards the data subjects at any time within the statutory deadlines.
• It is obliged to hand over all processing results and documents to the customer after the termination of the contractual relationship or to continue to store them for them securely against unauthorized inspection on their behalf or to destroy them as ordered.

10.4. The customer is responsible for obtaining the declarations of consent from their contractual partners that may be required for the use of the SaaS services in accordance with the relevant provisions of data protection law. Bonrepublic does not offer legal advice on the obligation of operational co-determination for the use of the services and also does not check whether the use of the services is subject to co-determination by the customer.

10.5. All information, documents, communications, information, and data that are given or provided between Bonrepublic and the customer, as well as their authorized or other persons (auditors, lawyers, business or financial advisors), in particular for the collection and presentation of the economic and legal situation as well as the economic environment and the technical conditions, whether in writing, verbally, or by means of electronic data transmission, are treated as strictly confidential and are kept secret.

10.6. Confidential information also includes all analyses, data, studies, and results, as well as all documents, contracts, and other information that are disclosed or otherwise become known between the contracting parties. All confidential information disclosed in the context of this contract will be used exclusively in connection with the common business purpose or its evaluation.

10.7. Both parties undertake to maintain the strictest silence about all confidential processes that come to their knowledge in the context of the preparation, execution, and fulfillment of this contract, in particular business or trade secrets, and neither to pass them on nor to exploit them in any other way. This applies to any unauthorized third parties, i.e., also to unauthorized employees, both of Bonrepublic and of the customer, unless the disclosure of information is necessary for the proper fulfillment of Bonrepublic’s contractual obligations.

10.8. The contracting parties undertake to agree to a regulation with the same content as the preceding paragraphs of this contract with all employees and subcontractors used by them in connection with the preparation, execution, and fulfillment of this contract.

10.9. The validity of this confidentiality agreement is unlimited in time.

10.10. Certain announcements to third parties, such as advertising mailings or press releases, as well as reference announcements, are excluded from this confidentiality obligation.

10.11. Without the consent of the other party, a disclosure/reproduction of confidential information is only permissible if this is required by mandatory law. In the event of requests for information from authorized persons (e.g., authorities), the partners will inform each other if the information about the request for information is legally permissible.

11. Reference

The customer grants Bonrepublic the irrevocable right to publicly use the customer’s logo and company name for its own purposes without the prior consent of the customer. This also refers to the use of the logo and company name of parent companies if they hold an at least 26% stake in the customer.

12. Property Rights/Intellectual Property Rights

12.1. Through the contract between Bonrepublic and the customer, the customer only acquires a temporary right of use in the form of a simple license. Bonrepublic grants the customer rights of use to software and databases only to the extent required for the fulfillment of the specific contractual relationship.

12.2. Bonrepublic is the owner of all rights to the software and other services, including all modifications, improvements, upgrades, updates, or products derived therefrom. The customer acknowledges that the rights granted to them through this contract do not give them ownership or rights or titles to the software or the services. All rights derived from patent, trademark, utility model, semiconductor protection, and/or copyright law to the agreed services or otherwise from the creation of the services made available to the customer belong exclusively to Bonrepublic or its licensors. This is unless something different is explicitly agreed upon in the contract between Bonrepublic and the customer. The transfer of the source code from Bonrepublic to the customer is not owed for the software in question or for other services. Unless certain rights are expressly granted to the customer, they remain exclusively with Bonrepublic.

12.3. The customer and authorized users are not permitted to, nor may they allow third parties to, copy, reproduce, modify, transfer, create derived codes, decompress, reverse engineer, decompile, or otherwise attempt to derive the source code of the software or services. Likewise, the customer and authorized users are not permitted to use, evaluate, or view the software or services in order to construct, modify, or otherwise create a network environment, a program, an infrastructure, or parts thereof that have comparable functionalities to the software services in question.¹

12.4. The customer is obliged to prevent unauth²orized third-party access to the software through suitable precautions. For this purpose, the customer will point out the compliance with copyright law to its employees and, in particular, oblige its employees not to make unauthorized copies of the software.

12.5. Neither the customer nor an authorized user may remove, alter, or change copyright notices, trademarks, logos, and company or other notices of industrial property rights that are attached to or contained in the software or services.

12.6. The customer has all rights to the data they have entered. However, the customer has no rights to the data of those users who, in turn, have agreed to the terms of use of Bonrepublic, even if these users may also be contractual partners of the customer. The exception to this is data that a user directly communicates to a customer via the platform.

12.7. The customer assures Bonrepublic that they will not request any data collection, data processing, or data use that would constitute a violation of applicable law, including applicable data protection laws. The customer grants Bonrepublic the irrevocable, simple, and free right to use the customer’s data for the provision of the software and services to the customer. Furthermore, Bonrepublic is entitled to carry out statistical analyses in an aggregated, anonymized form to create industry benchmarks (provided that this data does not allow for the identification of individuals and that the aggregated data is only included in data sets with 50 or more participants). Finally, the customer assures Bonrepublic that they will monitor and improve the software and services as needed (provided that this data does not allow for the identification of individuals). Bonrepublic will provide the customer with an electronic copy of all customer data in Bonrepublic’s possession free of charge upon request.

12.8. Bonrepublic will only collect, process, and use the data for the provision of its services and only according to the customer’s instructions, and will not use the data for purposes other than those described in this agreement.

13. Contract Term, Termination

13.1. Unless otherwise agreed, the term of the contract begins with the provision of the services following the customer’s registration. If the customer is granted a free trial phase in advance, its duration will be agreed upon individually between Bonrepublic and the customer in accordance with Section 14.1. Upon expiration of the trial phase and the subsequent (re-)activation of the account, the regular fee-based contract term begins. In both cases (Section 13.1, sentence 1 and Section 13.1, sentence 3), the contract term is one year.

13.2. The contract is automatically extended by one year at a time, unless the customer gives written notice of termination with a notice period of three months before the end of the agreed contract term.

13.3. In addition, both parties have the right to extraordinary termination for good cause. Good cause exists when facts are present that, taking into account all the circumstances of the individual case and weighing the interests of the contracting parties, make the continuation of the contract no longer reasonable for the terminating party. For Bonrepublic, a good cause exists in particular if the customer violates essential obligations of these GTC or the contract. In this case, Bonrepublic expressly reserves the right to, in addition to the extraordinary, immediate termination of the contract, assert claims for damages against the customer resulting from the breach of contract.

13.4. Upon termination of the contract, Bonrepublic undertakes to hand over the customer’s data to the customer upon request within 30 calendar days via online transmission. The data will be handed over at Bonrepublic’s free choice by transmission via a data network or by granting a time-limited access for the export of the data. However, the customer is not entitled to receive the software from Bonrepublic that is suitable for using the data. After the customer has confirmed the successful data transfer or the time-limited access has expired, Bonrepublic will immediately delete the customer’s data and destroy any copies that may have been made.

14. Trial Phase

14.1. The customer can extensively and free of charge test the functionality and operability of Bonrepublic’s services in their own hardware and software environment during a trial phase to be individually agreed upon with them, starting from the activation of the trial access. After the trial phase expires, access to the SaaS services will be put on hold. In order to use the contractual items beyond the free trial phase, the customer must conclude a contract with Bonrepublic.

14.2. After the conclusion of this contract, Bonrepublic will re-activate the customer’s access. If the trial phase ends without a service order being concluded, the customer’s rights of use to the contractual items automatically expire, and the SaaS services are no longer technically usable. In this case, Section 13.4 applies.

14.3. During the free trial phase, Bonrepublic is only liable to the customer for intent and gross negligence and for damages to life and limb. Any further warranty and/or liability is completely excluded.

15. Final Provisions

15.1. All disputes in connection with this agreement are subject exclusively to substantive Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and to the exclusion of conflict of law provisions of the IPRG (Austrian Private International Law Act). Vienna is agreed as the exclusive place of jurisdiction for all disputes arising from or about the contractual relationship between Bonrepublic and the customer. Bonrepublic reserves the right to sue the customer at the customer’s registered office as well.

15.2. Should individual provisions of these GTC be or become invalid, this will not affect the validity of the remaining provisions. Invalid provisions of the contract are to be replaced by those that most closely correspond to the economic will of the parties.

15.3. Bonrepublic is entitled to transfer the contractual relationship to an affiliated company, in particular to its parent company HRworks GmbH, Waldkircher Straße 28, 79106 Freiburg, Federal Republic of Germany, without the customer’s consent, provided that no legitimate interests of the customer are thereby impaired. The customer will be informed of such a transfer by email without delay.

15.4. Bonrepublic is entitled to change these GTC at any time at its own discretion. The changed GTC will be sent to the customer by email. The changes become effective if the customer does not object to them within two weeks of notification. An email is sufficient for the objection.

15.5. If the customer objects, the previous GTC will remain in effect unchanged, unless Bonrepublic extraordinarily terminates the contractual relationship with the customer within two weeks of receiving the objection.

Current version as of 06.08.2025

The terms and conditions listed at https://www.bonrepublic.com/de/agb/ apply.