Terms & Conditions Webshop

Introduction

Nuki Home Solutions GmbH (Nuki) is an IT- and mobile application service provider with its business focus on the generation, conception, development, implementation as well as commercialization of fully automated, including software- and hardware components for door locking systems (smart lock) as well as mobile applications.

For this purpose Nuki grants domestic and foreign customers, through its own webshop, an option to acquire selective products from the product portfolio of Nuki.

Unless provided otherwise herein, these General Terms and Conditions govern the legal and commercial framework for product orders by customers of Nuki through the webshop.

§ 1 Scope of Application

These General Terms and Conditions (GTC) are valid as from the date of a product order on the webshop and purchase contracts between Nuki and customers based on such order. Diverging agreements require written form. By submitting its order and registering as customer, latter declares to consent with and be bound by these GTC, the Privacy Policy (see section 11 below) as contractual basis.

§ 2 Execution of Contract

1. Offers from Nuki are non-binding offers and shall be interpreted as an invitation to customers to submit an offer. Each product order over the webshop shall be considered such offer to contract by customer. Acceptance by Nuki of an offer shall constitute a legally binding agreement whereby such acceptance shall be made either by submitting a confirmation of order via mail, fax or E-Mail or by delivering the ordered article. Product orders by customers shall be valid and binding upon receipt by Nuki.
2. Nuki expressly indicates that acceptance and execution of an order shall be subject to the availability of products. Nuki further reserves the right to reject or not to accomplish orders, especially if there are open accounts relating to other orders of the respective customer. Nuki shall further be entitled to reduce or limit orders to a volume adequate for common households and customers shall not have any rights or claims whatsoever resulting therefrom. If Nuki rejects an order, customer shall be informed immediately with eventual payments made by customer already to be completely refunded.
3. Technical or creative deviations of product specifications in brochures, catalogues and other written material as well as changes with models, constructions or substances resulting due to technical progress and product developments are expressly reserved and no customers shall derive any right or claim against Nuki of whatever nature or extend. 
4. Special standards and demands of customers on ordered goods or other contractual services are subject to the prior written approval by Nuki. Subsequent change requests may only be considered as an exception – without any legal claim of customer – and at customer’s expense.

§ 3 Contractual language

This contract, all other information, client services and complaint management is offered in multiple languages.

§ 4 Right of Withdrawal with long distance transactions

1. Customers being consumers according the Consumer Protection Act (KSchG) may withdraw from the agreement within 14 days from delivery of the ordered product. The notice period commences upon receipt of the withdrawal instruction by Nuki to be sent to the customer following a product order per E-Mail in the course of a written order acceptance notice. Customers domiciled in regions that grant longer withdrawal periods for consumers, such notice periods of their place of residence shall apply.
   Withdrawal notices do not need a justification, however, shall be made either in writing (E-Mail, Fax, mail) or by sending back the ordered goods. To preserve mandatory notice periods it is sufficient if a withdrawal notice is submitted to
   
   Nuki Home Solutions GmbH
   Münzgrabenstraße 92/4
   8010 Graz
   E-Mail: contact@nuki.io
   
   Withdrawal notices shall be deemed accurate and timely if submitted before expiry of the notice period.
   In case of a withdrawal, refunding of the purchase price shall only apply as and when the delivered good is duly send back to Nuki in its original, untapped and resalable condition. Reimbursement of the purchase price shall then be made within fourteen days from receipt of the withdrawal notice by Nuki at the latest.
   Return of goods shall as well be made within 14 days from submission of the withdrawal notice to
   
   Nuki Home Solutions GmbH
   Münzgrabenstraße 92/4
   8010 Graz
   
   Customers shall bear the costs associated with the returning of goods following withdrawal. If returned articles that show signs of usage or that are damaged, Nuki reserves the right to collect a reasonable fee in return for the decline in value. The same applies if equipment that belongs to a returned product (e.g. manuals, instruction for use, Software etc) is missing.
   Further, customers shall have no right to withdraw from an agreement if the product consists of software that has been unsealed by the purchaser or if services ordered are performed online.
   At contract formation, customers (consumers) confirm that they’ve been informed about their cancellation rights.
2. Rights of customers to withdraw from the agreement shall also apply to pre-sales according to section 6 (2).

§ 5 Prices, Terms of Payment

1. As a general rule, those prices appearing in brochures, catalogues, price lists or displayed in the webshop or other proclamation of Nuki are considered agreed.
2. All prices are denominated in euros. Unless provided otherwise, several prices are daily gross prices “ex factory” inclusive of VAT, exclusive delivery charges.
3. If export- or import duties become due these shall be charged at customers expense. Prices for delivery and other offered services do not include costs being charged by third parties.
4. Sales to non-EU citizens are exclusive of VAT, such customers, however, may have to pay import charges. Sales to entrepreneurs within in the EU that verify their company identification number no Austrian VAT becomes due while VAT in their respective home country has to be paid.
5. As a general rule, fees are payable after receipt of the invoice on the due date indicated in the invoice or, in the absence of a due date, within seven calendar days following receipt of the invoice by the customer. The invoiced amount shall be credited to the bank account indicated in the invoice on the due date, at the latest. Use of products shall be conditional upon settlement of open accounts with Nuki; latter may retain provision of services until payment has been received.
6. Payment shall be deemed received on the date the amount is available to Nuki or credited to the bank account indicated in the invoice. In case of delayed payment by the customer, Nuki shall charge legal default interest as of the 15th day after the invoice date, unless costs in excess thereof have been incurred. Dunning, enquiry and other costs incurred in the context of recovering a claim shall be borne by the customer. This shall not restrict Nuki to assert any further damages if applicable.
7. Nuki accepts credit cards, online payment (Paypal, online-banking) as well as down payments. The customer shall bear all expenses arising in connection with payment transactions.
8. The customer waives its right to set off any counterclaims against compensation claims, unless these counterclaims have been acknowledged by Nuki in writing or determined by a court.
9. All tax liabilities arising from or pertaining to payments to Nuki, except income tax, shall be borne solely by the customer. The Customer shall hold harmless and indemnify Nuki for any wrongful assertion of such tax claims.

§ 6 Terms of Delivery

1. In general, deliveries are being made within seven working days from a customer order, however, not later than 30 working days from the date of an order. If, due to the unavailability of an article, Nuki is forced back away from an order, customer shall be informed immediately.
2. Nuki reserves the right to offer and sale products as part of a so called “pre-sale”. In case of such pre-sale payment of articles shall be made as part of the order process while the respective article is delivered some time later. Shortly before delivery, the exact date of delivery is indicated. By ordering a pre-sold product and by effecting payment, customers secure their right to acquire a product. In this case customer will be informed about the anticipated delivery date and alternative delivery conditions (if any) subject to an electronic order acceptance notice (per E-Mail). The 14 days withdrawal period for consumers according to section 4 (1) shall not commence upon delivery of an article.
3. Deliveries are made to the address indicated by customers while registering for the webshop. Any costs resulting from incorrect, incomplete or misleading information shall be at customer’s expense.
4. Postage and delivery costs shall be
• € 10,00 incl. VAT per delivery to EU member states;
• € 15,00 per delivery to non-EU member states.

§ 8 Warranties

1. Nuki provides its services on the basis of the generally valid industrial standards, practices and legal principles.
2. Nuki warrants that the software and hardware will be in operational condition on the provision date, possess the commonly expected qualities and will be consistent with the usual state of the art applicable at that time. However, the Customer is aware that due to program errors it is impossible to provide an entirely error-free computer service according to the state of the art.
3. Nuki does not warrant for errors or other failures of the Software,
   • due to errors of the hardware, the operating system or the software of other producers beyond Nuki’s control;
   • due to deterioration of articles, improper use of whatever nature or inappropriate handling by the customer, which could have been avoided by proper and diligent use;
   • resulting from (i) changed operating system components, interfaces and parameters, (ii) use of inadequate organisation resources and data carriers, as far as these are required, (iii) atypical operating conditions (including, but not limited to non-compliance with the installation and storage conditions), and (iv) damage in transit;
   • due to virus infection or other external effects outside Nuki’s control, such as fire, accidents, power failure, etc.;
   • due to transmission errors on data carriers or on the internet.
4. If substitution or rectification of articles is out of question (impossibility, exorbitant efforts, default), customer may claim price reduction or, if shortage is grave annulment of the agreement. Restitution of damages resulting from shortage, consequential or other material damage, financial loss and third party claims against customers are excluded for non-consumer businesses.

§ 9 Risk of Loss on deliveries to consumers

At delivery, risk of loss or damage of goods transfers to the customer or a third person nominated by the consumer if such third person is different from the carrier. However, if the customer has arranged for the transport agreement without considering alternatives suggested by Nuki, risk of loss transfers to the customer upon handing over of the article to the carrier.

§ 10 Liability

1. Nuki shall be liable within the scope of statutory provisions for damage to the customer caused by officers, employees, vicarious agents or other individuals contractually authorised to provide services to the customer, only if intent or gross negligence is proven. Any liability for slight negligence is excluded, except in case of damage to life and limb.
2. Liability for loss or damage of data shall be excluded, if the Customer failed to take adequate or security measures customary in the industry.
3. Recourse claims, if any, asserted against Nuki by the Customer or third parties in reliance on product liability within the meaning of the Austrian Product Liability Act shall be excluded, unless the relevant party entitled to assert recourse claims proves that the mistake was within Nuki’s control and was caused at least by gross negligence.
4. Events of force majeure which make it significantly more difficult or impossible to provide the services entitle Nuki to postpone the fulfilment of its obligations as long as that obstacle continues to exist and by a reasonable start-up period. Force majeure shall include strikes, lock-outs, government interference and similar circumstances, to the extent these are unpredictable, serious and have not been caused by Nuki. Nuki disclaims any liability in these cases.

§ 11 Data Protection

1. Nuki and its employees are bound by legal confidentiality obligations imposed by the Austrian Data Protection Act.
2. In the course of the order process, customers shall register for the webshop. Each customer acknowledges that data being disclosed in the course of the registration process may be stored and processed also for accounting and customer evidence. Furthermore, data shall also be used to comply with legal requirements and to handle payment transactions.
3. By registering on the webshop or claiming any services from Nuki hereunder, customer accepts these GTC, the privacy policy of Nuki (https://nuki.io/en/service/privacy/) and all other agreements referred to therein. Customers of Nuki have been introduced to and shall be bound by the Privacy Policy.
4. Customer data shall not be disclosed to third parties unless absolutely required for the processing of contracts.
5. Deliveries regarding services and products of Nuki of all kinds shall be subject to section 107 of the Austrian Telecommunications Act.

§ 12 Final Provisions

1. These GTC shall be governed by and construed in accordance with Austrian law, to the exclusion of the UN Sales Convention. All disputes arising out of or in connection with these GTC shall be referred to the court at Nuki’s seat in Graz having jurisdiction in commercial matters.
2. Nuki may amend these GTC at any time and shall notify the Customer in writing of the amendments and the proposed entry into force at least one month in advance. The Customer may object to these amendments. Unless it raises its objection prior to the proposed entry into force, the amended GTC shall become effective as of the disclosed date.
3. Any amendment of and modification to these GTC and to any other agreement shall be valid only if confirmed by Nuki in writing.
4. Should any term hereof be or become ineffective, invalid or non-enforceable (due to a breach of the Consumer Protection Act in particular), this shall not affect the effectiveness, validity or enforceability of the remaining terms hereof. The invalid or non-enforceable term shall be replaced by a valid and enforceable term, the economic purpose and economic result of which closest reflects the invalid term and the parties’ original intent. The parties undertake to immediately record in writing and sign such replacing term.

§ 13 Saving of contract data, customer account

Nuki stores the text of the contract and shall send data of the order per E-Mail to the customer. The GTC (as amended from time to time) are permanently available under https://nuki.io/en/service-shop/terms-and-conditions/. Previous orders are available for review under the consumer account.

Nuki Home Solutions GmbH
Münzgrabenstraße 92/4
8010 Graz
Austria
Commercial register number: FN 422826 d (Reginal Court Graz, as commercial court)
E-Mail: contact@nuki.io
Web: www.nuki.io
VAT No: ATU69049727
DVR No: 4014616
Data protection regulations: https://nuki.io/en/service/privacy/
Date: 05/2016