01Scope and parties
1.1 The provider is Rostify GmbH, Tigergasse 17, 1080 Vienna, Austria, company register no. FN 522237x, Commercial Court of Vienna (“Rostify”).
1.2 These Terms apply exclusively to contracts with businesses within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG) and with legal persons under public law (“Customer”). Rostify does not enter into contracts with consumers.
02Conclusion of contract and order of precedence
2.1 The contract is concluded when Rostify confirms the Customer’s order in writing (order confirmation) or when both parties sign an individual contract. Email and PDF also count as written form.
2.2 In matters of personal data processing, the data processing agreement (section 13) takes precedence over all other contract documents. Otherwise, in case of conflict, the contract documents apply in the following order:
- the signed individual contract or the order confirmation, including the offer referred to in it,
- the version of the service description “Rostify Product Description” stated in the offer,
- these Terms.
2.3 The Customer’s general terms and conditions or purchasing terms apply only to the extent that Rostify expressly agrees to them in writing. This also applies where the Customer refers to them in its order.
2.4 The version of these Terms stated in the offer applies. Rostify makes the Terms available for retrieval, saving and printing at www.rostify.app/terms and sends them as a PDF on request.
03Subject matter
3.1 For the term of the contract, Rostify provides the Customer with access via the internet to the web-based software Rostify® in the modules stated in the offer. Scope and functions are conclusively defined by the version of the service description stated in the offer. It describes the characteristics of the software; a guarantee exists only where a characteristic is expressly designated as a “guarantee”. Statements on the website, in presentations and in marketing materials are non-binding unless included in the service description.
3.2 Rostify operates the software on its own or leased server infrastructure in data centres in Austria, Germany and France. Rostify does not hand over any copy of the program or any source code.
3.3 Rostify continuously develops the software and deploys new versions. A new version may change functions provided that the agreed functions under the service description remain available in equivalent form.
3.4 The Customer’s internet connection, end devices and browsers, and interfaces to the Customer’s systems are not part of the services unless agreed in the individual contract. Rostify owes individual customisation of the software and migration of legacy data only where agreed in the offer.
04Rights of use and protection of the software
4.1 For the term of the contract, Rostify grants the Customer the non-exclusive, non-transferable and non-sublicensable right to use the software for its own business purposes to the agreed extent.
4.2 The agreed extent is determined by the number of participants (natural persons with their own user account) stated in the offer. Each user account is assigned to one individual; sharing login credentials is not permitted. The Customer may reassign a user account to another person; the previous person thereby loses access.
4.3 The Customer shall not make the software available to third parties, rent it out or make it publicly accessible. External persons working for the Customer are not third parties if they are licensed as participants; the Customer is liable for them as for itself.
4.4 To the extent permitted by law, the Customer shall not decompile the software or otherwise derive its source code, algorithms or data structures, modify or copy it, use it to develop a competing product, grant competitors of Rostify access to it, carry out automated access outside the interfaces provided, or carry out load or penetration tests without Rostify’s consent. The Customer’s rights under Sections 40d and 40e of the Austrian Copyright Act (UrhG) remain unaffected.
4.5 All rights in the software, the service description, the documentation and the Rostify® trademark remain with Rostify. This also applies to customisations, extensions and other work results that Rostify creates for the Customer; the Customer may use them during the term of the contract within the scope of section 4.1. Rostify may use the Customer’s suggestions and feedback free of charge.
4.6 The rights in the data that the Customer and its participants enter into the software (“Customer Data”) remain with the Customer.
05Number of participants
5.1 The Customer may increase or reduce the number of participants monthly. The fees are adjusted accordingly from the following month. The minimum number of participants stated in the offer is always charged.
5.2 If the Customer uses the software with more participants than agreed, Rostify charges the additional participants at the agreed prices from the month in which the excess occurred.
06Operation, maintenance and availability
6.1 Rostify operates the software with the diligence of a prudent business and backs up Customer Data regularly. Rostify owes a specific availability (service level) only where agreed in the individual contract.
6.2 Rostify carries out planned maintenance predominantly between 19:00 and 06:00 (Vienna local time) and announces it by email to the contact persons named by the Customer at least three working days in advance.
6.3 Rostify may temporarily restrict access without prior notice where this is necessary to avert an acute threat to the security of the software or of Customer Data, in particular in the event of attacks on its systems. Rostify informs the Customer without undue delay and restores access as soon as the threat has been eliminated.
07Support
7.1 Rostify provides service, maintenance and support services to the extent of hours stated in the offer. The Customer sends requests by email to the address stated in the offer.
7.2 Rostify provides support on working days (Monday to Friday, excluding Austrian public holidays) during business hours. Unused hours expire at the end of each month. Rostify charges additional services, after prior agreement, at the hourly rates stated in the offer.
7.3 Technician hours are services. Rostify owes diligent performance but no specific result unless a work result is expressly agreed in writing.
08Customer obligations
8.1 The Customer keeps login credentials confidential, obliges its participants to do the same and informs Rostify without undue delay if it suspects misuse.
8.2 The Customer is responsible for the accuracy and lawfulness of Customer Data and does not enter any content that infringes third-party rights or contains malware.
8.3 The Customer checks the results of the software (in particular rosters, time accounts, rest periods and licence deadlines) for plausibility before using them. The Customer remains responsible for the deployment of its staff and for compliance with the regulations applicable to it, such as on working time, rest periods, fatigue management and licences.
8.4 During the term of the contract, the Customer maintains a fallback procedure for rostering that is independent of the software and allows it to maintain operations for at least 72 hours in the event of a software outage.
8.5 The Customer does not use the software to allocate tasks or duties on the basis of the individual behaviour, performance or personal characteristics of its employees, or to evaluate their performance and behaviour, unless the service description expressly provides for this.
8.6 The Customer reports defects by email without undue delay after discovering them, with a comprehensible description.
09Notifications and planning proposals
9.1 Rostify delivers push notifications via the services of the operating system providers (Apple, Google) and SMS via a telecommunications provider. Delivery and time of delivery are outside Rostify’s control and are not owed. Notifications are not intended for time-critical or safety-relevant alerting. SMS are sent only to Austrian numbers and within the agreed SMS package.
9.2 Functions that automatically calculate or propose rosters or assignments (such as “Autoplan”) provide proposals based on the data and rules stored by the Customer. The Customer alone decides on adoption and publication. Rostify does not warrant that a proposal is optimal or legally permissible for the Customer.
10Fees and payment
10.1 The prices stated in the offer apply, in euros plus statutory VAT.
10.2 Rostify invoices the fees for the billing period stated in the offer in advance. Invoices are payable without deduction within 30 days of the invoice date, unless the offer states a different period.
10.3 In the event of late payment, statutory default interest under Section 456 of the Austrian Commercial Code (UGB) and the flat-rate amount under Section 458 UGB apply. The Customer reimburses any further appropriate recovery costs under Section 1333(2) of the Austrian Civil Code (ABGB).
10.4 If the Customer is more than 30 days late with a payment due, Rostify may block access after a written reminder granting a grace period of at least 14 days, until payment is received. The obligation to pay the fees continues during the block. Customer Data remains stored.
10.5 Rostify may adjust prices with effect for a renewal by notifying the Customer in writing no later than four months before the end of the current term. In that case, the Customer may, notwithstanding section 11.2, terminate the contract with effect at the end of the current term within one month of receiving the notification.
10.6 The Customer may set off only claims that Rostify has acknowledged, that have been finally established by a court or that are legally connected with Rostify’s claim.
11Term and termination
11.1 The contract begins on the date stated in the offer and runs for the initial term stated there; if none is stated, the initial term is twelve months.
11.2 The contract renews for twelve months at a time unless either party terminates it in writing with three months’ notice to the end of the initial term or the current renewal.
11.3 Rostify may also terminate the contract with six months’ notice to the end of a calendar month if it discontinues the operation of the software as a whole.
11.4 Both parties’ right to terminate for good cause remains unaffected. Good cause for Rostify exists in particular if the Customer is in arrears with more than two monthly fees or continues to use the software in breach of contract despite a written warning.
11.5 If the contract ends for a reason for which Rostify is responsible, Rostify refunds fees already paid for the period after the end of the contract pro rata. In all other cases, there is no entitlement to a refund.
12Data export, switching and deletion
This section implements Chapter VI of Regulation (EU) 2023/2854 (Data Act). Rostify provides the information under Articles 26, 28 and 29 of that Regulation at www.rostify.app/data-act.
12.1 The Customer may at any time, with two months’ written notice, request that Rostify transfer its exportable data to another provider or to the Customer’s own infrastructure, or that Rostify delete it. The contract ends upon completion of this process, unless the Customer declares otherwise. If the contract thereby ends before the end of the initial term or the current renewal, the Customer pays, as flat-rate compensation for early termination, the usage fees until the end of that term, less the expenses Rostify saves, but no more than six monthly fees.
12.2 Exportable data means exhaustively the following data entered by the Customer and its participants or generated by their use of the software: organisation, units and their settings; participants with master data, contact data, roles and assignments; duties, duty types and patterns; rosters including targets, changes, publications and archived versions; absences, follow-up reports, leave requests and leave accounts; requests and shift swaps; time recording, time accounts, overtime and overtime requests; licences, ratings, their renewals and licence requirements per duty; daily OPS plans, sectors and sector times; e-briefing content including uploaded files, recipients and read confirmations; settings, planning rules, thresholds and text templates defined by the Customer; logs of notifications sent to participants and of participants’ logins; the metadata stored for these data, in particular the time and author of creation and modification.
12.3 On the Customer’s request, Rostify provides the exportable data as files in a structured, commonly used and machine-readable format (CSV or JSON) together with a description of the data structure, no later than the end of the transition period under section 12.5.
12.4 Not exportable are exhaustively the program code, algorithms and calculation logic of the software, internal operating and security logs of Rostify’s infrastructure, and access secrets that serve only the operation of the software (password hashes, session and device tokens).
12.5 After the notice period, Rostify supports the Customer with the switch during a transition period of no more than 30 calendar days, informs it of known risks to continuity and continues to provide the contractual services during that time. If this period is technically not feasible, Rostify notifies the Customer within 14 working days of the request, stating the reasons; the transition period is then no more than seven months. The Customer may extend the transition period once by a reasonable period.
12.6 After the transition period, the Customer can retrieve its data for at least a further 30 calendar days. Rostify then deletes Customer Data completely, including backup copies after their regular expiry, unless there is a statutory retention obligation. Rostify confirms deletion in writing on request.
12.7 Rostify does not charge any fees for switching, export or deletion. Rostify charges services beyond the obligations under Regulation (EU) 2023/2854, such as converting data into another provider’s format, on a time-and-materials basis.
12.8 Sections 12.2 to 12.7 also apply to any other termination of the contract.
13Data protection
13.1 Where Rostify processes personal data on behalf of the Customer, the Customer is the controller and Rostify the processor. The parties conclude an agreement under Article 28 of the General Data Protection Regulation (GDPR) for this purpose, which takes precedence over these Terms in data protection matters.
13.2 The privacy information for website visitors is available at www.rostify.app/privacy.
14Warranty
14.1 Rostify warrants that the software essentially conforms to the service description during the term of the contract. Minor deviations do not constitute a defect.
14.2 Rostify remedies reported defects, at its option, by correction, a new version or a reasonable workaround within a reasonable period. If this finally fails, the Customer may reduce the fees appropriately for the duration of the defect or, in the case of a defect that is not merely minor, terminate the contract for good cause. Further warranty claims are excluded; damages are governed by section 15.
14.3 Rostify gives no warranty for defects resulting from use in breach of contract, from changes made by the Customer or third parties, from systems outside the subject matter of the contract (section 3.4) or from services of third parties (in particular the delivery of notifications).
15Liability
15.1 Rostify is liable without limitation for damage caused by intent, for personal injury and under the Austrian Product Liability Act.
15.2 In the case of gross negligence, Rostify is liable only for the damage typical for the contract and foreseeable at the time of conclusion, up to the net fees paid by the Customer in the twelve months before the event causing the damage.
15.3 In the case of slight negligence, Rostify is liable only for breach of essential contractual obligations, i.e. obligations whose fulfilment makes the performance of the contract possible in the first place. In that case, liability per incident and in total per contract year is limited to the net fees paid by the Customer in the six months before the event causing the damage.
15.4 Except in cases of intent and personal injury, Rostify is not liable for lost profit, indirect damage or consequential damage, in particular not for additional costs of replacement staff or overtime, damage from notifications not delivered, delivered late or delivered incorrectly, business interruption, third-party claims, or fines and penalties imposed on the Customer.
15.5 In the event of loss of Customer Data, Rostify is liable only for the effort required to restore the data from the most recent backup.
15.6 Rostify is not liable for damage that would have been avoided had the Customer complied with its obligations under sections 8.3 and 8.4.
15.7 The limitations in sections 15.2 to 15.6 do not apply where they are not permitted by law, in particular not for obligations relating to data access and data use within the meaning of Article 13 of Regulation (EU) 2023/2854.
15.8 Claims for damages against Rostify become time-barred twelve months after the Customer becomes aware of the damage and the party causing it, and at the latest three years after the event causing the damage. This does not apply in cases of intent and personal injury.
15.9 Neither party is liable for failure to perform its obligations as long as it is prevented by circumstances beyond its control that it could not foresee when the contract was concluded (force majeure), such as natural disasters, war, pandemics, orders by public authorities or cyberattacks that cannot be averted despite state-of-the-art measures. The obligation to pay fees already due remains unaffected.
15.10 These liability rules also apply for the benefit of Rostify’s officers, employees, vicarious agents and subcontractors.
15.11 The Customer indemnifies Rostify against third-party claims based on unlawful use or use in breach of contract of the software or on Customer Data.
16Confidentiality
16.1 Both parties treat all information of the other party that is not publicly known and that becomes accessible to them under the contract as confidential and use it only to perform the contract. This obligation continues for five years after the end of the contract; for Rostify’s trade secrets, in particular regarding how the software works, it continues for as long as they remain trade secrets.
16.2 This does not apply to information whose disclosure is required by law, a court, a public authority or a court of audit.
16.3 Rostify names the Customer as a reference only with the Customer’s prior written consent.
17Subcontractors
Rostify may use subcontractors to provide the services. Subcontractors processing personal data are subject to the rules of the agreement under section 13.
18Final provisions
18.1 Amendments and additions to the contract must be made in writing; email is sufficient. There are no oral side agreements.
18.2 Rostify may transfer the contract with all rights and obligations to a legal successor, to an acquirer of the Rostify business or to an affiliated company; the Customer hereby consents to this. Rostify informs the Customer of the transfer in writing. The Customer may transfer rights and obligations only with Rostify’s prior written consent.
18.3 Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
18.4 The exclusive place of jurisdiction for all disputes arising from this contract is the competent court in Vienna, Inner City.
18.5 If any provision is invalid, the remaining provisions remain valid. The invalid provision is replaced by the statutory rule.
18.6 These Terms are available in German and English. In case of discrepancies, the German version prevails.