Corporate partner - corplife Benefits
The offer to use digital Corplife Benefits ("Benefits") as an employee benefit platform is aimed exclusively at business customers, i.e. entrepreneurs within the meaning of §§ 1 to 3 UGB. The contract is concluded with Corplife GmbH (FN 442616g), Wasserzeile 27, 3400 Klosterneuburg (Austria)("Corplife"). Further contact details and the name of the person authorised to represent Corplife GmbH can be found in the imprint at https://www.corplife.at/.
Status: March 2022
1 Validity of these GTC
1.1 The contractual relationship with Corplife shall be governed exclusively by these General Terms and Conditions ("AGB"). The Contractual Partner gaining access to Corplife Benefits on the basis of the Contract with Corplife shall be called ".Corporate partner". These GTC are binding for the entire present and future contractual relationship with Corplife, even if no express reference is made to them.
1.2 Any regulations deviating from or supplementing these GTC, in particular general terms and conditions of the business partner, shall not apply. They shall only become part of the contract if Corplife expressly confirms this in writing.
1.3 These GTC are subject to change, for example in order to implement legal requirements or to take into account functional changes in Corplife Benefits. The current GTC are available at https://www.corplife.at/agbs/agb retrievable. Corplife shall notify the Corporate Partner of any changes to the GTC in a timely manner. The Corporate Partner shall give Corplife its consent to the transmission of the amended GTC by e-mail. If the Corporate Partner does not object to the validity of the new GTC within six weeks after notification, the amended GTC shall be deemed accepted by the Corporate Partner.
2.1 Corplife operates and manages Corplife Benefits. This is a digital platform where employees and other staff ("Employees") of the Corporate Partner may, subject to availability, purchase exclusive or discounted goods and services from other companies that have entered into an advertising partnership with Corplife ("Advertising partner").
2.2 Corplife shall provide the Corporate Partner with access to Corplife Benefits in accordance with this Agreement, which shall include offers to its employees for leisure time in the form of discount vouchers or other offers ("Vouchers") is opened. Employees of the corporate partner can purchase vouchers on Corplife Benefits and redeem them for the purchase of goods and services offered on Corplife Benefits at the respective advertising partners.
2.3 Unless expressly agreed otherwise, Corplife shall provide the Corporate Partner with an unlimited number of accesses to Corplife Benefits for its employees. The sending of invitations to Corplife Benefits to the employees is the responsibility of the respective Corporate Partner.
3. scope of services
3.1 Corplife offers various service packages for Corplife Benefits, which differ in terms of the scope of services, the usage options for the Corporate Partner and its employees, and the fees. The Corporate Partner decides which service package it chooses when concluding the contract.
3.2 Corplife endeavours to increase the number of advertising partners and undertakes to ensure a varied offer on Corplife Benefits. Corplife will ensure that Corplife Benefits contains offers from different areas (e.g. leisure activities, travel, restaurants, delivery services, etc.).
3.3 Corplife is responsible for ensuring that the purchase of vouchers on Corplife Benefits runs smoothly from a technical point of view. Corplife acts only as the seller of the vouchers. The debtors of the goods and services evidenced in the vouchers are solely the advertising partners in their own name and for their own account, who provide their services, if applicable, on the basis of their own general terms and conditions. Corplife itself does not owe the provision of the services evidenced by the vouchers or the delivery of the goods offered by the advertising partners, but only that the voucher can be redeemed at the advertising partners, provided that it is validly acquired and redeemed in a timely manner.
3.4 If the Promotional Partner does not accept a voucher purchased through Corplife Benefits for any reason (other than the passage of time, provided that the voucher was validly limited) or does not perform the service evidenced by the voucher, Corplife will refund the purchase price of the voucher to the Employee within 14 days.
3.5 Corplife is responsible for the technical maintenance and content design of Corplife Benefits. Corplife is available to the Corporate Partner and its employees for queries in connection with the use or in the event of problems arising in the technical processing of the purchase of vouchers on Corplife Benefits by e-mail at email@example.com available on weekdays (Mon to Fri from 8:00 to 17:00).
3.6 Corplife reserves the right to change the scope of functions of Corplife Benefits and their general design or to offer different services, provided that this is not unreasonable for the Corporate Partner in the individual case.
4. contract term and termination
4.1 Unless otherwise expressly agreed in writing, the contract shall be concluded for a period of twelve months from the day of its legally effective conclusion. Ordinary termination is excluded. Likewise, an aliquot refund of already paid fees is excluded.
4.2 After the expiry of twelve months, the contract shall be automatically renewed for a further twelve months in each case, unless the Corporate Partner demonstrably declares in writing to Corplife at least 90 calendar days before the automatic renewal that it does not wish to renew the contract.
4.3 The automatic renewal after the expiry of twelve months shall take place at the list prices for the service package agreed between Corplife and the Corporate Partner valid at the time of the automatic renewal. The Business Partner acknowledges and confirms that it will renew the Agreement for a further twelve months at Corplife's list prices valid at the time of the automatic renewal, unless it objects to the renewal of the Agreement in accordance with clause 4.2.
4.4 If the contract is concluded for a period other than twelve months, it shall be automatically extended after the expiry of the original contract period in each case by the duration of the original contract period and the provisions of this point 4 shall apply mutatis mutandis unless other modalities have been expressly agreed in writing. A contract concluded for six months, for example, is therefore automatically extended after the expiry of six months in each case for a further six months.
4.5 Termination of the contract, for whatever reason, shall not affect the validity of the vouchers already purchased on Corplife Benefits and the resulting performance obligation of the advertising partner towards the employees of the corporate partner.
4.6 If Corplife is unable to fulfil its performance obligation for reasons for which it is responsible, Corplife shall inform the Business Partner thereof within five days. In this case, the Corporate Partner shall have the right to terminate the contract extraordinarily.
4.7 Should the Corporate Partner fail to meet its payment obligation after Corplife has issued a written reminder setting a fourteen-day grace period, Corplife shall be entitled to terminate the contract extraordinarily.
5. charges, invoices and price adjustment
5.1 The fee depends on the selected service package for the use of Corplife Benefits. Fees are stated in euros. The statutory value-added tax shall be invoiced additionally at the applicable rate. Any fees shall be paid by the Corporate Partner.
5.2 Unless otherwise agreed in writing, all fees shall be payable in full in advance within 14 days of Corplife's invoice.
5.3 The invoice shall be paid by bank transfer without deductions. The Corporate Partner agrees to receive all invoices by e-mail to the e-mail address provided to Corplife.
5.4 In the event of late payment, interest on arrears in the amount of 10% p.a. shall be deemed agreed. Default in payment shall be deemed to have occurred if payment has not been made within three calendar days after expiry of the payment deadline (item 5.2.) and a written reminder.
5.5 The fee is payable irrespective of the actual use or acceptance of Corplife Benefits by the Corporate Partner's employees.
5.6 For newly concluded contracts, the price list for services of Corplife valid at the time of conclusion of the contract shall apply. In the event of automatic renewal of the contract, the price list valid at the time of the automatic renewal shall apply. Any discounts for Corplife services granted to the Corporate Partner upon conclusion of a new contract shall only apply to the original contract term and not to the term of an automatically extended contract.
5.7 Corplife is entitled to change the fee with effect from the next renewal period. Corplife shall notify the Business Partner of the change in the fee in the invoice sent to the Business Partner for the renewal period. In the event of a price increase, the Business Partner shall have the right to withdraw from the contract retroactively to the date of the automatic renewal by submitting a written declaration to Corplife within four weeks of the date of the invoice.
6. other obligations of the corporate partner
6.1 The Corporate Partner is obliged to keep access data for Corplife Benefits secret from unauthorised third parties. The Corporate Partner shall store login data and passwords in such a way that access to these data and Corplife Benefits by unauthorised third parties is impossible. The Corporate Partner undertakes to inform Corplife immediately as soon as it becomes aware that the password is known to unauthorised third parties.
6.2 The Corporate Partner shall inform Corplife without delay of any important changes in the Corporate Partner's sphere that may be relevant to the contractual relationship.
6.3 The Corporate Partner may transfer rights and obligations under the Contract to third parties only with the prior express written consent of Corplife.
7. repayment of fees already paid in advance
7.1 The Corporate Partner shall only be entitled to (aliquot) repayment of fees already paid in advance if the Corporate Partner terminates the contract for good cause arising from Corplife's sphere of responsibility.
7.2 In all other cases of termination of the contract, a (aliquot) refund of fees already paid in advance is excluded.
8. liability provisions and compensation for damages
8.1 Corplife shall not be liable for damage caused by slight and ordinary gross negligence, with the exception of personal injury. Liability is also excluded for pure financial loss, loss of profit, damage to third parties, indirect damage and consequential damage.
8.2 The reversal of the burden of proof pursuant to § 1298 ABGB is excluded.
8.3 Claims for damages against Corplife or employees of Corplife shall expire within six months of knowledge of the damage and the damaging party.
8.4 The provision of the necessary technical requirements for the access and retrieval of Corplife Benefits is the responsibility of the Corporate Partner (or its employees), who shall also bear all access and data transmission costs. The Corporate Partner shall also ensure that the end devices used have the security precautions to be expected according to the current state of the art and that all security updates for the installed operating system and the browser used are available.
8.5 Corplife provides its services on a "as they are" and "if availableCorplife provides Corplife Benefits on an "as is" basis and disclaims all warranties of any kind. Corplife does not warrant that Corplife Benefits will meet the needs of the Partner Company and its employees, will be secure, or will be uninterrupted, timely, accurate or error-free.
8.6 The Corporate Partner is aware that the services and applications accessible via the Internet are subject to typical risks of failure which cannot be controlled by Corplife. In this respect, Corplife does not assume any warranty for the uninterrupted functionality and accessibility of Corplife Benefits. In particular, necessary maintenance work, compelling security reasons as well as events outside the control of Corplife (e.g. disruptions of public communication networks and the Internet, power failures or similar events) may lead to disruptions or to the temporary cessation of the accessibility of Corplife Benefits. Corplife shall not be liable if Corplife Benefits is partially or completely unavailable due to technical circumstances. Under certain circumstances, data may be lost. Corplife does not guarantee the availability of Corplife Benefits or the absence of technical malfunctions or data loss.
8.7 The receipt of content through the use of Corplife Benefits (e.g. download) is at the sole risk of the Corporate Partner and its employees. Corplife accepts no responsibility or liability for the deletion or incorrect storage or transmission of any Content. Corplife is not liable for the loss, misuse or unauthorised use of login data for Corplife Benefits.
8.8 Corplife does not assume any liability for a specific property, condition, usability or freedom from defects of the services or goods offered, sold or provided by the advertising partners on Corplife Benefits. The services redeemed or goods purchased with the vouchers from Corplife Benefits are provided by the respective advertising partner to the employees of the corporate partner in their own name and for their own account. Corplife shall not be liable for any breaches of duty by the advertising partner in the provision of services.
8.9 Corplife endeavours to enter into promotional partnerships with a variety of promotional partners from different sectors in order to provide a varied range of goods and services on Corplife Benefits. However, Corplife only guarantees that legitimately purchased and timely redeemed vouchers can be redeemed with the corresponding advertising partner. Corplife has no control over whether a company enters into or maintains an advertising partnership whereby it becomes an advertising partner. Therefore, Corplife does not guarantee that any particular company will enter into or maintain an advertising partnership with Corplife.
8.10. Corplife shall not be liable to the Corporate Partner for any direct or indirect tax obligations that may arise from the provision of Corplife Benefits to the Corporate Partner's employees at home or abroad.
8.11. The Corporate Partner warrants that it is entitled to freely dispose of its intellectual property rights, in particular those referred to in clause 9.4, and that there are no restrictions due to third party rights. The Business Partner shall fully indemnify and hold Corplife harmless in the event that third parties claim an infringement of their intellectual property rights by Corplife or assert claims against Corplife based on such infringement.
9. intellectual property rights
9.1 Corplife, the advertising partners and any third parties retain all copyrights and other industrial property rights to Corplife Benefits and the published content, information, images, videos, databases, codes and data. Any modification, reproduction, publication, disclosure to third parties and/or other exploitation of the protected property without the prior written consent of Corplife, the relevant advertising partner or the third party is expressly prohibited. In the event of a breach of this provision, the respective owner of the protected property reserves the right to assert any claims. By using Corplife Benefits, the Corporate Partner does not acquire any industrial property rights to the contents of Corplife Benefits.
9.2 The Corporate Partner shall be granted the non-exclusive, non-transferable and revocable right to make Corplife Benefits available to its employees after full payment of the agreed fee. The Corporate Partner is not entitled to grant third parties (with the exception of its employees) access to Corplife Benefits, to transfer rights of use or to grant sub-licences for the use of Corplife Benefits to third parties. The Corporate Partner shall not be granted any rights of use to source codes or other development documentation.
9.3 The Corporate Partner is entitled to use the Corplife logo exclusively within the scope of this contract during the term of the contract. Any use beyond this is expressly prohibited.
9.4 Corplife shall be entitled to use the logo and any other transmitted content of the Corporate Partner within the scope of this Agreement on Corplife Benefits and for its own advertising purposes. For any industrial property rights of the Corporate Partner in connection with transmitted logos or other content, the Corporate Partner grants Corplife the worldwide, non-exclusive and free-of-charge right to use these industrial property rights for the term of the contract on Corplife Benefits as well as for Corplife's own advertising purposes, in particular to reproduce, distribute or depict them. In particular, Corplife shall be entitled to reproduce or use any trademarks and the logo of the corporate partner on Corplife Benefits, in newsletters, on Corplife's website and for Corplife's own advertising purposes.
9.5 Corplife warrants that Corplife Benefits is free from third party intellectual property rights that exclude or restrict the contractual use of Corplife Benefits. Corplife shall indemnify and hold harmless the Corporate Partner for any infringement of third party property rights.
9.6 If the contractual use is impaired by asserted infringements of property rights, Corplife shall be obliged to modify Corplife Benefits as soon as possible in such a way that these property rights are no longer infringed. If this is economically unreasonable, Corplife is entitled to terminate the contract with immediate effect and to reimburse the corporate partner for payments already made. The vouchers already obtained by the employees can still be redeemed by both corresponding advertising partners or will be refunded if the advertising partner does not redeem them. The corporate partner shall have no further claims arising from the termination of the contract.
10 Data protection and confidentiality
10.1 Corplife undertakes to comply with the relevant data protection provisions as amended from time to time and to require its employees to comply with such provisions and to take and maintain the necessary technical and organisational measures to ensure data protection. The Corporate Partner shall ensure the security measures for the protection of personal data provided for under the relevant data protection provisions as amended from time to time.
10.2 Corplife processes the data of its corporate partners (contact persons, contact details, companies, contract terms) for the performance of the respective contract. This data is processed for the term of the contract and thereafter for the retention period under tax law. With regard to the employee data of the corporate partners, Corplife is the data processor under data protection law and the corporate partner is the data controller. The Order Processor Agreement attached to these GTC is an integral part of this agreement. Details of the data processing can be found in Corplife's data protection declaration in the currently valid version, available at https://www.corplife.at/agbs/datenschutz, to be taken from it.
11.1 All legal relationships between Corplife and the Corporate Partner shall be governed exclusively by Austrian law, excluding the conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods.
11.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the competent court in Vienna. The place of performance for the obligations arising from this contract shall be Vienna.
11.3 Unless expressly agreed otherwise, the sending of an e-mail shall be sufficient to fulfil the written form requirement.
11.4 The Corporate Partner acknowledges that Corplife will also send information relevant to the contract to the Corporate Partner by e-mail. The Corporate Partner is obliged to notify Corplife immediately of any changes to its contact information, in particular its e-mail address or postal address. If the Corporate Partner does not notify Corplife of a change of e-mail address, a statement sent by Corplife to the last notified e-mail address shall nevertheless be deemed to have been received by the Corporate Partner. Corplife shall not be liable for any damages or disadvantages resulting from a breach of this duty to inform by the Corporate Partner vis-à-vis Corplife.
11.5 Any set-off against claims of Corplife with counterclaims of any kind whatsoever shall be excluded.
11.6 Should individual provisions of these GTC be invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to its meaning and purpose.
11.7 There are no verbal ancillary agreements. Amendments or supplements to a contract must be made in writing. This also applies to any waiver of the written form requirement.