Contractor
SYJO Media OG
Ortnergasse 11, 9020 Klagenfurt am Wörthersee, Austria
Represented by the partners Joshua Böcker and Silvia Wernegger
Tel. +43 681 10474993 · E-mail info@crowdwall.live · app.crowdwall.live
(hereinafter the "Contractor" or "SYJO")
01Scope and Conclusion of Contract
1.1. These General Terms and Conditions (GTC) apply to all contracts between the Contractor and entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB), as well as comparable businesses domiciled outside Austria (hereinafter the "Client" or "Organizer"), concerning the provision and use of the "Crowdwall" software and related services. Consumers within the meaning of the Austrian Consumer Protection Act (KSchG) are excluded as contractual partners.
1.2. Offers made by the Contractor are non-binding. A contract is concluded upon the Contractor's written order confirmation (e-mail suffices) or upon the Client's written acceptance of an offer made by the Contractor. The scope of services (in particular the booked modules, the event(s) or the period of use, the venue and the fee) is set out in the offer or order confirmation (hereinafter the "Order").
1.3. Purchasing or other terms and conditions of the Client are excluded for the present transaction and the entire business relationship, even if the Contractor does not expressly object to them.
1.4. In the event of conflicts, the following order of precedence applies: (a) the individual Order or an individually concluded usage agreement, (b) the data processing agreement pursuant to Clause 10 in matters of data protection, (c) these GTC.
1.5. These GTC, in the version valid at the time the contract is concluded, also apply to all future Orders placed by the Client without the need for renewed reference.
02Subject Matter of the Services
2.1. Crowdwall is a web-based software (Software as a Service) that enables organizers to provide interactive elements for events. It consists of (a) the CrowdPortal (the fan portal), which guests access via the browser of their own device, (b) the output for video wall, LED wall or screens, and (c) the administration interface for the Client. Available modules include in particular Photo Wall, Voting, Quiz, Live Camera ("Fancam") as well as information and display modules (e.g. schedule, map, sponsors, sports data, countdown). The modules that form part of the contract are set out in the Order.
2.2. The Contractor provides Crowdwall via the domain app.crowdwall.live. Operation takes place on servers of the Contractor located in Austria. Installation on the Client's premises or on guests' devices is not required and is not part of the contract.
2.3. Unless expressly agreed in the Order, the following in particular are not part of the contract: hardware (screens, LED walls, output devices, network and Wi-Fi infrastructure), the internet connection at the venue, on-site support, content moderation of guest contributions, the creation of content (quiz questions, schedules, graphics, sponsor material), training, and individual customizations or extensions of the software.
2.4. The Contractor is entitled to continuously develop, modify and improve Crowdwall, provided that the core functions booked in the Order are retained. Features marked as "Beta" or "Preview" are provided without warranty and without any entitlement to their continued availability.
2.5. Documentation is provided in the form of online help or instructions, where available. There is no entitlement to the release of the source code.
2.6. An accessible design of the CrowdPortal, in particular within the meaning of the Austrian Federal Disability Equality Act (BGStG), the Austrian Web Accessibility Act (WZG) or the Austrian Accessibility Act (BaFG), is not part of the contract unless separately agreed. The Client is responsible for verifying whether statutory accessibility requirements apply to its event.
03Availability, Maintenance and Support
3.1. The Contractor endeavors to ensure a high availability of Crowdwall, in particular during the event periods booked in the Order. No specific availability, response time or recovery time is guaranteed unless otherwise agreed in the Order.
3.2. Where possible, the Contractor carries out maintenance work outside booked event periods and announces planned maintenance windows in advance where possible. No scheduled maintenance work is carried out during booked events.
3.3. The use of Crowdwall requires a functioning internet connection at the venue (for the output device) as well as sufficient mobile network or Wi-Fi coverage for the guests' devices. These are outside the Contractor's sphere of influence; the Contractor accepts no responsibility for any resulting limitations. The Contractor recommends a functional test at the venue prior to the event.
3.4. Malfunctions must be reported to the Contractor without delay by e-mail or telephone. The Contractor endeavors to remedy reported malfunctions immediately during booked events and otherwise within a reasonable period. Support is provided on working days from 9:00 a.m. to 5:00 p.m. as well as during booked events.
3.5. The Contractor is entitled to temporarily restrict or block access to Crowdwall if this is necessary to avert security risks, attacks or misuse. The Client will be informed thereof in advance where possible, and in any case without delay.
04Obligations of the Client
4.1. Event and Content. The Client is solely responsible for conducting its event and for all content it uploads to or displays via Crowdwall (in particular schedules, quiz questions, graphics, logos, sponsor material, texts). The Client ensures that it holds the necessary rights to this content and that the content does not violate statutory provisions, in particular copyright, trademark, competition and personality rights.
4.2. Guest Contributions and Moderation. The Client decides on the approval, rejection and removal of guest contributions (in particular photos) and on the blocking of devices via the administration interface. The Contractor does not review the content of guest contributions and is not obliged to do so. However, the Contractor is entitled to remove manifestly unlawful content and to inform the Client thereof.
4.3. Rights of Guests. The Client is responsible for ensuring that the display of guest contributions on video walls, screens or in a television or streaming broadcast is permissible. The Client informs guests in an appropriate manner (e.g. terms of participation in the CrowdPortal, signage, announcements, notice of any TV or streaming broadcast) and obtains any required consents. The Contractor provides text templates for this purpose; reviewing and adapting them to the specific event is the Client's responsibility.
4.4. Data Protection. The Client is the controller within the meaning of the GDPR for the personal data of guests. The Client concludes the data processing agreement pursuant to Clause 10 with the Contractor, links a privacy policy in the CrowdPortal in which the Client is named as controller (the Contractor provides a template), and does not issue any unlawful instructions to the Contractor.
4.5. Access Credentials. The Client keeps the access credentials for the administration interface confidential, discloses them only to persons authorized by the Client, and informs the Contractor without delay if misuse is suspected. Actions carried out using the Client's access credentials are attributed to the Client.
4.6. Technical Requirements and Cooperation. The Client ensures the technical requirements pursuant to Clause 3.3 as well as an output device with an up-to-date browser. The Client provides the Contractor with all information and content required for setup (event data, booked modules, graphics, quiz questions, etc.) no later than five working days before the event. Delays or additional costs resulting from late, incomplete or incorrect information are borne by the Client.
4.7. Prohibited Use. The Client may not use Crowdwall for events other than those specified in the Order, may not pass it on to third parties, sublicense it or operate it for third parties, may not reverse engineer, decompile or circumvent its functionality, may not disable any protection or security mechanisms (e.g. rate limits, moderation), and may not upload or display any unlawful, violence-glorifying, discriminatory, pornographic or otherwise offensive content. In the event of violations, the Contractor is entitled to block access and to terminate the contract for good cause.
4.8. Indemnification. The Client shall indemnify and hold the Contractor harmless against all third-party claims arising from content of the Client or its guests, from a breach of the obligations under this Clause 4, or from instructions of the Client, including reasonable costs of legal defense.
05Rights of Use
5.1. For the duration of the contract and against payment of the agreed fee, the Contractor grants the Client the non-exclusive, non-transferable and non-sublicensable right to use Crowdwall as intended within the scope of the event(s) specified in the Order or the agreed period of use and for the venues specified therein. All other rights in Crowdwall remain with the Contractor.
5.2. Crowdwall, including all of its components, further developments, designs, documentation and trademarks, is protected by copyright and, where applicable, trademark law. Suggestions, requests or contributions by the Client to further development do not give rise to any rights of the Client in Crowdwall; no joint authorship is established.
5.3. Content provided by the Client remains the Client's property or within the Client's power of disposal. The Client grants the Contractor the right to store, process and display this content to the extent necessary to provide the contractual services.
5.4. To the extent that Crowdwall contains third-party components (in particular open-source software), their use is governed by the respective license terms; the Contractor provides an overview upon request.
5.5. The Contractor is entitled to display a discreet attribution ("powered by Crowdwall" or equivalent) in the CrowdPortal and in the video wall output, unless otherwise agreed in the Order. After the event, the Contractor may name the Client by name and logo as a reference, unless the Client objects in writing.
06Fees and Payment
6.1. All prices are quoted in euros, net, plus statutory value added tax. The fee is set out in the Order. It is agreed per booked event or as a fee for an agreed period of use (e.g. season or year). For Clients domiciled outside Austria, the tax liability may shift to the Client (reverse charge); for this purpose, the Client provides its valid VAT identification number.
6.2. Services not included in the Order (e.g. on-site support, individual customizations, training, additional modules, assistance with guests' data subject access requests) are charged on a time-and-materials basis at an hourly rate of EUR 250.00 net, unless otherwise agreed. Travel, daily allowance and accommodation costs for on-site assignments are charged separately according to actual expenses; travel time counts as working time.
6.3. Unless otherwise agreed in writing, for bookings of individual events the fee is invoiced upon order confirmation and is due immediately upon receipt of the invoice without deduction, and in any case before the start of the event. For contracts covering a period of use, the fee is invoiced annually in advance and is due immediately upon receipt of the invoice without deduction.
6.4. In the event of late payment, statutory default interest for business transactions (Section 456 UGB) as well as the necessary reminder and collection costs will be charged. After issuing a reminder and setting a reasonable grace period, the Contractor is entitled to block access to Crowdwall and to withhold services until full payment has been made. The obligation to pay the agreed fee remains unaffected.
6.5. The Client is not entitled to withhold payments on account of warranty claims or complaints, or to set off counterclaims, unless these have been acknowledged by the Contractor in writing or established by a final and binding court decision.
6.6. For contracts covering a period of use of more than twelve months, the Contractor is entitled to adjust the fee annually in line with changes in the Consumer Price Index published by Statistics Austria (CPI 2020 or its successor index).
07Term, Termination and Cancellation
7.1. Contracts for individual events end upon complete performance of the services and the expiry of the deletion periods pursuant to Clause 10.4.
7.2. Contracts covering a period of use have the term agreed in the Order. If no term is agreed, the term is twelve months. Such contracts are automatically extended by a further twelve months unless terminated in writing by either party no later than three months before expiry.
7.3. If the Client cancels a booked event, the following cancellation fee, calculated on the agreed fee for the affected event, applies irrespective of the reason for cancellation (including cancellation or postponement of the event by the Client, authorities or associations, or due to weather conditions):
- Cancellation more than 30 days before the event: 20 %
- Cancellation between 30 and 8 days before the event: 50 %
- Cancellation 7 days or less before the event, or non-utilization: 100 %
Additional services already rendered and costs already incurred are charged in addition. Cancellation must be made in writing; the time of receipt by the Contractor is decisive.
7.4. A one-time rescheduling of a booked event to another date within twelve months is possible free of charge if the Contractor is notified in writing more than seven days before the original date and the Contractor is available on the new date. Any further rescheduling is deemed a cancellation with a new booking.
7.5. Either party may terminate the contract for good cause with immediate effect. Good cause exists for the Contractor in particular if the Client is in default of payment despite a reminder and grace period, violates Clause 4.7, issues unlawful instructions, or if insolvency proceedings are opened against the Client's assets or rejected for lack of assets.
7.6. Force majeure, power outages, failures of network or telecommunications operators, official orders, labor disputes, natural events and other circumstances beyond the Contractor's control release the Contractor from its obligation to perform for their duration. In such cases, the Client is entitled to reschedule the event pursuant to Clause 7.4; no further claims exist.
7.7. Upon termination of the contract, the Client's rights of use expire. Event data is deleted pursuant to Clause 10.4; the Client's account in the administration interface is deleted six months after the end of the contract unless a further Order exists.
08Warranty
8.1. The Contractor warrants that Crowdwall substantially performs the functions described in the Order and in the documentation, provided that it is used with current versions of common browsers (Chrome, Safari, Firefox, Edge) and under the conditions set out in Clause 3.3. Complete freedom from errors is not possible for software according to the state of the art and is not guaranteed.
8.2. Defects must be reported to the Contractor in writing and in a comprehensible manner (description, time, affected module, screenshots) without delay after discovery, and in any case within the period stipulated in Section 377 UGB. The Client supports the Contractor in analyzing the defect.
8.3. In the event of a warranty claim, rectification takes precedence over price reduction or rescission of the contract. The Contractor remedies justifiably reported defects within a reasonable period, and where possible immediately during ongoing events. The presumption of defectiveness pursuant to Section 924 of the Austrian Civil Code (ABGB) is excluded.
8.4. No warranty is given for malfunctions attributable to insufficient internet, Wi-Fi or mobile network coverage at the venue, unsuitable or outdated devices or browsers, interventions by the Client or third parties, use contrary to the documentation, lack of cooperation by the Client, or circumstances pursuant to Clause 7.6.
8.5. The warranty period is six months from performance of the service. The defense against the fee claim pursuant to Section 933 (3) ABGB is excluded.
09Liability
9.1. The Contractor is liable for damages only in cases of intent or gross negligence. Liability for slight negligence is excluded. This applies mutatis mutandis to damages attributable to third parties engaged by the Contractor. For personal injury, the Contractor is liable in accordance with statutory provisions.
9.2. Liability for indirect and consequential damages, in particular loss of profit, loss of sponsorship or advertising revenue, costs of an event interruption or cancellation, loss of data, reputational damage and third-party claims, is excluded unless caused intentionally.
9.3. Except in cases of intent and personal injury, the Contractor's liability is limited, per event of damage and in aggregate per contract year, to the net fee agreed for the affected event or, for contracts covering a period of use, to the net fee agreed for twelve months.
9.4. The Contractor is not liable for content uploaded by the Client or by guests (Sections 16 et seq. of the Austrian E-Commerce Act (ECG)), nor for the lawfulness of the display or transmission of such content. Furthermore, the Contractor is not liable for the unavailability of Crowdwall due to circumstances pursuant to Clauses 3.3 and 7.6.
9.5. The parties' liability towards each other for violations of data protection provisions is governed by the data processing agreement pursuant to Clause 10 and Article 82 GDPR.
9.6. Claims for damages by the Client become time-barred in accordance with statutory provisions, but no later than one year after knowledge of the damage and the party liable.
9.7. Mandatory statutory liability provisions, in particular under the Austrian Product Liability Act, remain unaffected.
10Data Protection
10.1. With respect to personal data entered by guests via the CrowdPortal (in particular photos, display names, votes, quiz participation, camera images, session identifiers), the Client is the controller within the meaning of Article 4 (7) GDPR. The Contractor processes this data exclusively as a processor within the meaning of Article 28 GDPR in accordance with the Client's documented instructions.
10.2. For this purpose, the parties conclude a data processing agreement (DPA) based on the template provided by the Contractor no later than upon conclusion of the contract. The DPA forms part of the contract. It governs in particular the subject matter and duration of processing, technical and organizational measures, sub-processors, support obligations, the notification of personal data breaches, and the deletion of data.
10.3. Processing takes place on servers of the Contractor located in Austria. Guest data is not transferred to third countries. The Contractor engages sub-processors only within the framework of the DPA.
10.4. Event data is automatically deleted seven days after the end of the respective event; backup copies are overwritten on a rolling basis after no more than 14 days. The video signal of the live camera is only passed through and is not recorded. Any longer retention or export of content requires a separate agreement in the Order.
10.5. The Contractor processes personal data of the Client and its contact persons (contact details, access credentials for the administration interface, log data) as controller for the purpose of performing the contract in accordance with its privacy policy, available at app.crowdwall.live.
10.6. The Contractor obliges all persons with access to personal data to maintain data secrecy pursuant to Section 6 of the Austrian Data Protection Act (DSG).
11Confidentiality
11.1. Each party treats all business and trade secrets of the other party that come to its knowledge in connection with the contract as confidential and does not make them available to third parties, unless such information is generally known, was already known to the recipient beforehand without any confidentiality obligation, was disclosed to the recipient by a third party without any confidentiality obligation, was demonstrably developed independently, or must be disclosed on the basis of a final and binding administrative or court decision.
11.2. Subcontractors affiliated with the Contractor are not deemed third parties provided they are subject to a confidentiality obligation corresponding to this Clause. The confidentiality obligation continues for three years beyond the end of the contract.
12Amendments to these GTC
12.1. The Contractor may amend these GTC with effect for the future for contracts covering a period of use if this is objectively justified due to changes in the legal situation, technical developments or changed market conditions. Amendments are communicated to the Client in writing (e-mail suffices) at least two months before they take effect. If the Client does not object within four weeks of receipt of the notification, the amendments are deemed accepted; the notification will draw attention to this consequence. In the event of an objection, either party is entitled to terminate the contract as of the date the amendment takes effect.
13Final Provisions
13.1. Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law, even if the event takes place abroad.
13.2. For all disputes arising from or in connection with the contract, the exclusive jurisdiction of the competent court in Klagenfurt am Wörthersee is agreed.
13.3. Amendments and supplements to the contract must be made in writing; e-mail suffices. This also applies to any waiver of the written form requirement.
13.4. The Client may transfer rights and obligations under the contract to third parties only with the Contractor's written consent.
13.5. Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
13.6. The contract language is German. Translations of these GTC are for information purposes only; in the event of discrepancies, the German version prevails.
13.7. In the event of disputes that cannot be resolved amicably, the parties endeavor to reach an out-of-court settlement before initiating legal proceedings, where appropriate with the involvement of a registered commercial mediator (Austrian Civil Law Mediation Act, ZivMediatG).