valid until 14th November 2024
PRG develops and distributes the SaaS solution PlanRadar for documentation and communication in construction and real
estate projects with limited-term usage agreements (hereinafter „the SERVICE“).
The PARTNER would like to refer potential customers to PRG. Therefore, the parties agree:
2.1. Non-exclusive right to refer.
PRG grants to PARTNER the non-exclusive right to refer potential customers to PRG in
accordance with the provisions of this Agreement. This Agreement does not grant PARTNER any
territorial protection, nor customer protection, nor exclusive right, nor right of representation. PARTNER is not
allowed to act for PRG and conclude any legally binding actions and is not allowed to accept any payments for PRG.
The assignment of PARTNER‘s customers to PARTNER is basically done by sending the contact details from potential leads
in advance to PRG, and after the confirmation and specification of PRG. Territorial reference is the address given by the
interested party when ordering the SERVICE.
The assignment of PARTNER‘s customers to PARTNER is done by sending the contact details from
potential leads in advance to PRG, or by voucher codes and trackable links that the customer used when
ordering the SERVICE (creation of the account), and in any case after confirmation and specification by PRG.
2.2. Material and Advertising Measures
PRG may provide PARTNER with advertising material in digitalized form, PARTNER may use the advertising
material for its sales and marketing activities for the SERVICE. PARTNER shall publish any kind of advertising (e. g.
websites, Facebook postings, blogs, etc.) relating to PRG or the SERVICE only upon written approval (per email) by PRG.
2.3. Corporate Identity and Brands
PARTNER shall be entitled to use the trademarks of PRG for promoting the SERVICE during the term of this Agreement
(up to and including possible revocation) (authorization to use). PRG does not prohibit PARTNER from using other
trademarks (for example, its own and / or third-party trademarks). If, however, when using other trademarks any reference
is made to the trademarks of PRG, this requires the prior written consent of PRG. The use of PRG‘s trademarks for
PARTNER’s own advertising and / or marketing purposes (i.e. not in connection with the fulfilment of this Agreement)
requires the prior written consent of PRG.
PARTNER will only use the intellectual property rights of PRG within the scope of this Agreement. PARTNER will not
register for itself or register with third parties intellectual property rights such as trademarks, designs or domains that are
wholly or partially identical or similar to PRG‘s intellectual property rights. Insofar as PARTNER registers intellectual property
rights or has them registered in violation of this provision, it hereby undertakes to transfer them to PRG or a third party
designated by PRG free of charge at any time by request of PRG or to arrange for such a transfer.
2.4. News and Information, E-Mail Address
PRG will provide PARTNER with information on offers, price changes and service. PRG will send this information and all
other information to the e-mail address provided by PARTNER.
PARTNER will immediately notify PRG of changes to its address, company, e-mail address or company form.
3.1. General
PARTNER shall, when fulfilling this Agreement, safeguard the interests of PRG with the diligence of a diligent entrepreneur.
PARTNER will point out the possibility of a temporary free test.
3.2. No Outbound Calls without prior consent and no Door-to-Door Distribution
PARTNER will act in accordance with local laws and regulations when fulfilling this Agreement. If customer acquisition
by phone without the customer‘s permission (outbound calls without permission to make contact) or door-to-door sales
activities are not allowed by law, PARTNER will refrain or get the customer permission first.
3.3. Procedure for referring a customer
For referring a customer PARTNER will forward at least the following information to PRG: company name, company
address and contact person (Email address and phone number) and make an introduction to the PRG team. PRG will
contact such potential customer and, if the potential customer is interested in the SERVICE, create a tailor-made offer to
the customer. The customer can accept the offer within the time specified in the offer by written confirmation.
PRG reserves the right to not contact a referred customer or to not provide an offer to the referred customer without giving
reasons to PARTNER.
3.4. Login Data
PARTNER ensures that the login data provided by PRG for the SERVICE are not passed on and are only used as intended.
PARTNER informs PRG immediately if there is fear of misuse of the login data so that PRG can take action against any
possible misuse.
4.1. Referral commission
PARTNER shall receive a one-time-referral-commission for the customers first contracted SERVICE. The referral
commission is a percentage as set out on the cover page of the assessment base (section 4.2).
PARTNER is entitled to the referral commission only for payments actually received by PRG from the customer for the first
contracted year.
All of PARTNER‘s activities, as well as any expenses and any investments made by PARTNER, are fully compensated by the
referral commission. PARTNER is therefore not entitled to any further reimbursement of expenses or costs, as e.g. fees,
miscellaneous, etc. and/or investments.
PRG will notify PARTNER if a customer fails to meet an agreed payment objective. No referral commission will be granted
for former PRG customers becoming PRG customers again.
4.2. Calculation of the referral commission
Assessment base for the referral commission is the net fee paid by the customer for the SERVICE to PRG. The net fee
corresponds to the gross fee invoiced by PRG, net of any discounts given (redeemed vouchers, possible discounts, etc.),
net of any value added tax or withholding tax invoiced, net of the commission of the payment platform when using the
possibility of payment via the website (currently approx. 7%).
PARTNER’s entitlement to the referral commission is always subject to the receipt of the customer‘s payment by PRG. Pro
rata payments trigger a pro rata commission. Any advance payments are appropriated to the respective period (i.e. the first
contracted year).
4.3. Adaption of the commission rates
PRG reserves the right to adjust unilaterally the commission rate during the term of this Agreement, taking into account
changing economic conditions, in particular with regard to the ongoing software market. PRG will announce such a
commission rate change as early as possible, but at least 4 weeks before the entry into force. A change of the commission
rate will only be effective for future referrals of the SERVICE. The date on which the payment of the respective customer is
received by PRG is always the reference date for the amount of a commission to be paid to PARTNER.
PARTNER agrees to the settlement of its commission by methods of crediting acc. § 11 (7) UStG 1994 (Austrian Value
Added Tax Act): The crediting by PRG replaces the issue of an invoice by PARTNER.
PRG informs PARTNER about commission-triggering events partly automated online in the web-based tool (in particular
with PARTNER clients buying independently via www.planradar.com) and partly in the course of the regular billing by e-mail.
The approval of the commission claim is made by PRG every calendar quarter. The commission payment is made within the
month following the approval of the commission by transfer to a bank account to be disclosed by PARTNER.
If, subsequently, it appears that the prerequisites for a payment have not been fulfilled (for example, lack of power of
representation), the non-payment amount will be deducted from the accounting process or billed by PRG to PARTNER.
If PARTNER does not object to the billing of the commission claim within 3 months from receipt, the billing shall be deemed
to have been recognized by PARTNER as being correct and complete.
PRG is liable to PARTNER for damages outside the scope of the Product Liability Act only in cases of willful intent or gross
negligence. PRG shall not be liable for loss of profits, consequential damages, pure property damage and damages resulting
from third party claims against PARTNER.
PARTNER shall defend, indemnify, and hold PRG harmless from and against any third-party claims, proceeding, assertions,
damages (direct or indirect), cost, liability, and expenses (including court costs and reasonable legal fees), incurred as a
result of any breach by PARTNER of this Agreement, in particular including PARTNER’s use of PRG’s trademarks, the
confidentiality obligations hereunder and PARTNER’s obligations under the GDPR.
PARTNER shall comply with all applicable data protection laws, in particular the GDPR (General Data Protection Regulation
= DSGVO). PARTNER undertakes to provide PRG, upon request, with the information necessary to monitor compliance
with the provisions of GDPR and this Agreement.
All information which the PARTIES communicate to each other in connection with this Agreement and which are not
intended to be passed on to the customer / interested parties, are confidential. Customer data are always deemed as
confidential information. PARTNER will not disclose confidential information to third parties and will only use it for its
cooperation with PRG.
If PARTNER wishes to engage third parties in the performance of this Agreement and wishes to disclose such confidential
information to them, PARTNER shall first obtain the express, written consent of PRG and also make written agreements with
the third party to ensure compliance with the obligation of secrecy.
PARTNER shall pay to PRG a penalty of EURO 2,500, – for any breach by PARTNER of this Agreement, in particular
including PARTNER’s use of PRG’s trademarks, the confidentiality obligations hereunder and PARTNER’s obligations under
the GDPR. PRG’s right to assert any further damages shall remain unaffected.
This Agreement shall enter into force upon acceptance by PARTNER and shall be concluded for an indefinite period.
11.1. Regular Termination
Any PARTY may terminate this Agreement without stating a reason at the end of each month with a two-month notice
period. The termination of this Agreement shall be sent by an email to the respective email-addresses stated above.
11.2. Termination for cause
Each PARTY is entitled to terminate this Agreement for cause with immediate effect. PRG is entitled to terminate this
Agreement for cause in particular, if
• insolvency proceedings have been opened on PARTNER,
• no insolvency proceedings have been opened on PARTNER, but PARTNER is unable to pay its debts;
• PARTNER is in material breach of this Agreement;
• a change of control occurs with respect to PARTNER; a change of control is a change in the
direct or indirect ownership of more than 50% of the voting rights of PARTNER;
• if further fulfilment of this Agreement becomes unacceptable to PRG for competition
law reason,
• if PARTNER carries out telephone customer acquisition without the customer‘s permission or door-to-door sales
activities; or
• if PARTNER did not provide a minimum number of 5 potential customers to PRG within the first three months of this
Agreement.
11.3. Procedure after termination of this agreement
Upon termination of this Agreement, PARTNER shall (i) remove all advertising materials and, in as far as they are the
property of PRG, return in perfect condition to PRG and (ii) omit any type of advertising with respect to PRG and the
SERVICE as well as any use of PRG’s trademarks in any form whatsoever.
PRG shall be entitled to withhold a security amount of 25% of commissions payable to PARTNER on termination of the
agreement (upon termination without notice of termination: from the date of termination) until such time as it appears
certain that there is no reason for the withdrawal of commission claims by PRG and all advertising materials owned by PRG
have been returned to PRG.
The provisions on data protection and secrecy remain applicable even after termination.
This Agreement shall be governed by Austrian law, excluding its conflict of law rules and the United Nations Convention on
Contracts for the International Sale of Goods (CISG).
Any disputes arising out of or in connection with this Agreement, including those relating to its existence or non-existence,
shall be exclusively submitted to the Commercial Court of Vienna.
Whenever a reference is made to “writing” or “written” in this Agreement, e-mail shall suffice.
Amendments and supplements to this Agreement must be made in writing. This also applies in case the written form
requirement is substituted.
Declarations relating to this Agreement shall be deemed to have been received if they have been sent to the
email-address last notified by the addressee or could not be admitted there for the reason that the addressee has altered
his or her email-address without informing the other PARTY thereof.
PRG is entitled to propose any amendments to this Agreement to PARTNER. Such amendments will become binding unless
objected by PARTNER in writing within four weeks after receipt of the proposed amendments. In the case of an objection,
this Agreement shall continue to apply without the proposed amendments, but PRG shall be entitled to terminate this
agreement with a one-month notice period to the end of a month.
Should provisions of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of
this Agreement. PARTIES will, in good faith, replace an ineffective regulation by an effective arrangement equivalent to it in
economic success. The same shall apply where a matter which is in need of regulation is not expressly regulated.
In addition to this Agreement, there are no supplementary agreements, whatsoever, concerning the subject matter of
the agreement. Any existing agreements on the subject matter hereof lose their effectiveness with the conclusion of this
Agreement.