Contract terms for business customers
General Terms and Conditions (B2B SaaS)
Last updated: March 24, 2026
These terms govern the provision of software-as-a-service offerings by ROARK GmbH to business customers only.
1. Scope and Contracting Model
These terms apply exclusively to entrepreneurs within the meaning of Section 1 UGB (B2B). Contracts with consumers are excluded.
Contracting party and provider is ROARK GmbH, Bossigasse 24/8, 1130 Vienna, Austria.
Any conflicting customer terms apply only if explicitly agreed in writing.
2. Service Description and Changes
ROARK provides access to the agreed SaaS product features as described in the applicable order form, proposal, or statement of work.
We may evolve the service (for example, security, performance, or functionality updates) as long as core agreed service purpose is not materially reduced.
3. Customer Obligations and Acceptable Use
Customers must use the service lawfully, keep credentials confidential, and prevent unauthorized access.
Customers remain responsible for the legality of uploaded data and for obtaining all permissions required for processing that data.
Reverse engineering, security testing without authorization, or other misuse is prohibited.
4. Fees, Invoicing, and Taxes
Fees, billing periods, and payment terms are defined in the relevant commercial agreement. Unless otherwise stated, all amounts are net and exclusive of VAT and other applicable taxes.
Invoices are due within the agreed payment period. Statutory default interest applies in case of late payment.
5. Term and Termination
The contract term and renewal model are defined in the individual agreement. Either party may terminate for good cause with immediate effect where statutory requirements are met.
On termination, service access ends and data handling follows the agreed contract and data protection terms.
6. Availability and Support
Availability targets and support response times are governed by the applicable service-level agreement (SLA), if agreed.
Planned maintenance, urgent security maintenance, and events outside our reasonable control may affect availability.
7. Intellectual Property
ROARK and its licensors retain all rights, title, and interest in the SaaS platform, software, documentation, and related materials.
Customers receive a non-exclusive, non-transferable right to use the service during the contract term within the agreed scope.
8. Confidentiality
Each party must keep confidential information of the other party secret, use it only for contract performance, and protect it with appropriate technical and organizational measures.
These obligations survive termination for as long as the information remains confidential.
9. Data Protection and DPA
Where ROARK processes personal data on behalf of the customer, the parties shall conclude and comply with a data processing agreement under Art. 28 GDPR.
Controller-processor roles, instructions, subprocessors, security measures, and transfer safeguards are governed by that DPA and the relevant service agreement.
10. Liability
ROARK is liable without limitation for intent and gross negligence, as well as for personal injury and mandatory statutory liability.
For slight negligence, liability is limited to typical and foreseeable damages and, except where mandatory law provides otherwise, to the amount agreed in the individual contract.
Indirect damages, lost profit, and consequential damages are excluded to the extent permitted by law.
11. Governing Law and Venue
Austrian law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
Exclusive place of jurisdiction for disputes arising from or in connection with these terms is the competent court in Vienna, Austria.
12. Changes to These Terms
We may update these terms for future contracts and renewals. Material changes for ongoing agreements require the process agreed in the respective contract documents.