General Terms and Conditions

The legally binding version of these Terms and Conditions is the German original. This English text is a convenience translation; in case of discrepancy, the German version prevails.

1.1 Definitions

1.1.1 We, Roots Energy GmbH, Linzer Straße 76, 1140 Wien, +43 1 4350730, service@roots.energy, FN 555670 m (Commercial Court of Vienna), GISA number 35818281, UID ATU76906369 (hereinafter referred to as “ROOTS”), are consulting engineers and support property owners, owners’ associations, property managers, commercial property owners, developers, planners, architects and other project participants in converting the heating and cooling supply of buildings and projects to renewable energy sources or to district heating, or in planning it accordingly anew.

1.1.2 Under the motto “Out with oil and gas”, ROOTS offers services in the field of decarbonisation, heating and cooling supply, and technical systems planning. These include in particular feasibility studies, design and other planning services, consulting services, service and operational optimisation services, as well as, in each case in accordance with the OFFER, the supply, integration and provision of modules, system components, digital services and other products. These services may relate to existing buildings, the conversion of existing installations, and new-build and other new projects.

1.1.3 Our offering is directed at private house or apartment owners, at owners’ associations or their property managers, as well as at institutional market participants such as developers and commercial property owners, and furthermore at planners, architects and other project participants. Any person who orders services or supplies from ROOTS is hereinafter referred to as the “Client” (hereinafter referred to as “CL”). Where designations relating to natural persons are stated in these Terms only in the feminine or only in the masculine form, they refer to all natural and legal persons irrespective of gender.

1.2 Brief Description

1.2.1 The Client may, via the website, by email or via other communication channels notified by ROOTS, request a non-binding offer for services or supplies by ROOTS for a specific property or a specific project (the “OFFER”). For this purpose, the provision of contact data for processing the OFFER as well as those object, project or usage data that are required for preparing the offer and rendering the service is necessary.

1.2.2 On the basis of the information provided, ROOTS prepares the OFFER for the specific property or the specific project, which is transmitted to the CL by email or made available for download. Upon acceptance by the CL, the contract for the chargeable services and/or supplies designated in the OFFER comes into existence between ROOTS and the CL (the “ORDER”).

1.2.3 In order to perform the ORDER, ROOTS requires from the CL further parameters and documents relevant to the respective service or supply (e.g. existing plans, energy performance certificate, technical documents, project documents, connection data or other information) and may, where applicable, carry out a site inspection. Insofar as ROOTS provides digital services, these may serve communication, data provision, monitoring, control, documentation, and service or operational optimisation.

1.2.4 Payment of the fee or purchase price is made in accordance with the agreement in the OFFER. The scope, type, time of performance, any delivery dates as well as any digital or ongoing service performances result primarily from the respective OFFER. Commissioning, assembly, installation, dismantling, disposal or the laying of pipework is owed only where this is expressly agreed in the OFFER.

1.3 Applicability of our Terms

1.3.1 These General Terms and Conditions, in their respective applicable version (the “Terms”), apply to all offers, orders and services between ROOTS on the one hand and the Client on the other, and that worldwide.

1.3.2 By accepting the OFFER, the CL declares its full and complete agreement with these Terms. Without consent to our Terms, further processing by ROOTS is not possible. Every OFFER, every subsequent ORDER as well as the use of any digital services of ROOTS are subject exclusively to these Terms.

1.3.3 Upon requesting an OFFER or at the latest upon its acceptance, the CL confirms (i) its acknowledgement and unreserved acceptance of the content of these Terms, (ii) that it has legal capacity under applicable law and is entitled to conclude contracts, as well as (iii) that all information is true, correct, current and complete. We reserve the right to contact Clients in order to verify registration data, project details and usage information.

1.3.4 ROOTS expressly objects to any conflicting terms and conditions or other terms of use of Clients, their agents or third parties. Differing, conflicting or supplementary terms therefore do not become part of the contract unless we expressly agree to them in writing.

1.3.5 Should we cooperate with various partners in connection with the provision of our services, we will draw attention to any applicable terms and conditions of a third-party provider.

1.3.6 We expressly reserve the right to make future adjustments and amendments to our Terms. Adjustments may, for example, be necessary in order to meet legal or technical requirements. Amendments are possible at any time and we will announce them in an appropriate manner before they take effect, whereby an objection may be made in writing within one month of the announcement. If no objection is made, the continued use of our offerings is subject to the respective new Terms.

In the course of placing an order, Clients provide us not only with property-related data but also with personal data that are necessary for preparing the OFFER and processing the ORDER. Depending on the agreed scope of services, this may also concern data from digital services, monitoring, control, remote access, surveillance, and service and operational optimisation. In our Privacy Policy, we provide information about the use and protection of personal data as well as about the purposes and legal bases necessary for this. Our Privacy Policy is not part of these Terms but serves exclusively to provide information in accordance with the EU General Data Protection Regulation.

To the Privacy Policy

3.1 Preparation and Acceptance of the Offer

3.1.1 Every OFFER presupposes the correct provision of the fundamental information and data about the property or project concerned on the part of the CL; they determine the scope of services of the OFFER and the ORDER.

3.1.2 The transmission of the contact and property or project data is non-binding for both the CL and ROOTS. No ORDER is thereby concluded and no other contractual relationship is established.

3.1.3 On the basis of the jointly ascertained data, ROOTS prepares the OFFER for the Client. The OFFER is binding on ROOTS, is transmitted to the CL by email and may, unless otherwise stated in the OFFER, be accepted by the CL within four weeks.

3.1.4 Acceptance of the OFFER must be made by express declaration of the CL. An oral acceptance must be confirmed by the CL in text form, in particular by email.

3.2 Conclusion of Contract and Parties

3.2.1 Upon acceptance of the OFFER, the ORDER for the services, supplies or other contractual obligations designated in the OFFER comes into effect.

3.2.2 The parties to the ORDER are ROOTS as contractor on the one hand and, on the other, as Client(s), the person(s) or organisation(s) named in the course of the enquiry or acceptance of the offer. Where several owners or other participants are represented, it must be disclosed in whose name the party is acting.

3.2.3 The CL appearing before ROOTS is obliged to disclose any representation (e.g. for an owners’ association or for a company) at the latest upon receipt of the OFFER. Authority to represent must, at the request of ROOTS, be evidenced by written documents.

3.3 Duties to Cooperate

3.3.1 The CL must cooperate diligently in ascertaining the data and information necessary for the ordered services or supplies and must provide information about them at all times. Insofar as ROOTS considers it necessary in its own discretion, the CL must enable a site inspection of the property concerned.

3.3.2 ROOTS cannot fully verify the data provided by the CL and is also under no obligation to do so. No responsibility or liability is assumed for incorrect, incomplete or untruthful information or for any damage resulting therefrom.

3.3.3 The CL is obliged to correct or update property, project or other information of the ORDER and to notify ROOTS of any changes without delay and without specific request. This also applies to information that only becomes available or known after the OFFER has been prepared. Should this make an amendment of the OFFER or ORDER necessary, ROOTS will provide information about it without delay.

3.3.4 In the event that information provided by the CL is incorrect, incomplete or not duly updated, ROOTS expressly reserves the right to unilaterally adjust the OFFER or the ORDER on account of changed circumstances or to withdraw from it in its entirety. The same applies in the event that an authority to represent stated by the CL does not exist or is not evidenced beyond doubt.

4.1 Information on Exercising the Right of Cancellation

4.1.1 Insofar as a Client concludes the contract for purposes that can predominantly be attributed neither to its commercial or self-employed professional activity nor to an entrepreneurial activity permanently exercised by it, it is entitled, as a consumer, to cancel the conclusion of the contract with ROOTS in accordance with the following provisions. This may in particular also be the case for a person acting in a private capacity who appears on behalf of several owners, provided that there is no entrepreneurial activity.

4.1.2 The right of cancellation may be exercised for the ORDER concluded with ROOTS, which comes into existence upon acceptance of the OFFER by the CL.

Right of Cancellation

The consumer has the right to cancel the contract with ROOTS within fourteen days without giving any reason. The cancellation period is fourteen days from the day of conclusion of the contract, i.e. from acceptance of the OFFER. Insofar as a separately ordered digital service is additionally the subject of the contract, the period in respect of that service likewise begins upon conclusion of the contract.

In order to exercise the right of cancellation, the CL must inform Roots Energy GmbH, Linzer Straße 76, 1140 Wien, telephone +43 1 4350730, email service@roots.energy, by means of a clear declaration (e.g. email or a letter sent by post) of its decision to cancel the contract. The CL may use the attached model cancellation form for this, although this is not mandatory. To comply with the cancellation period, it is sufficient that the CL sends the notification concerning the exercise of the right of cancellation before the cancellation period expires.

Consequences of Cancellation

If the CL cancels the contract, we must repay any payments that we have received, including any delivery costs (with the exception of the additional costs arising from the fact that the CL has chosen a type of delivery other than the cheapest standard delivery offered by us), without delay and at the latest within fourteen days from the day on which the notification concerning the cancellation of the contract was received by us. For this repayment, we use the same means of payment that the CL used in the original transaction, unless something different was expressly agreed with the CL; in no case will the CL be charged any fees because of this repayment. If the CL has requested that the services should begin during the cancellation period, the CL must pay a reasonable amount corresponding to the proportion of the services already rendered up to the point in time at which the CL informs us of the exercise of the right of cancellation in respect of the contract, compared with the total scope of the services provided for in the contract.

4.2 Lapse of the Right of Withdrawal

4.2.1 There is no right of withdrawal in the case of contracts for services that have been fully rendered, in particular studies, planning services, consulting services or other individually ordered services, and for the supply of digital content not stored on a tangible medium or of digital services, provided that the statutory conditions for the lapse of the right of withdrawal are met.

4.2.2 Upon acceptance of the OFFER, the CL may expressly state (e.g. by email) that ROOTS should begin performance of the contract early. In this case, the ORDER is processed immediately, already before the expiry of the 14-day withdrawal period, but the CL loses the statutory right of withdrawal or right of cancellation in accordance with the statutory conditions.

5.1 Scope of Services

5.1.1 ROOTS renders the services and supplies described in the respective OFFER. These may include in particular studies, feasibility studies, design and other planning services, consulting services, service and operational optimisation services, digital services, as well as the supply or provision of modules, system components and other products. Decisive is exclusively the scope specifically defined in the OFFER.

5.1.2 Insofar as provided for in the OFFER, ROOTS may in particular supply, provide or integrate hydraulic hubs, control systems, brine-thermal units with the associated MCR (measurement, control and regulation), network and IT components, other system modules, third-party products and applications, as well as further project-related products or components. ROOTS, however, owes only those services and supplies that are expressly stated in the respective OFFER.

5.1.3 ROOTS does not carry out any assembly, installation or commissioning of electrical or building-services installations, no dismantling or disposal of existing oil, gas or other legacy installations, and no laying of pipework or connections, unless this is expressly and separately agreed in the OFFER. For such work, suitable installation, electrical or other specialist firms are regularly to be engaged.

5.1.4 Services of ROOTS do not replace separately required services of other trades or professionals. In particular, structural measures, installation work, electrotechnical work, official procedures as well as the actual implementation on the object remain in principle outside the scope of services of ROOTS, unless otherwise expressly agreed in the OFFER.

5.2 Delivery and Deadlines

5.2.1 Unless otherwise provided for in the OFFER, services and supplies are rendered within a reasonable period. Decisive for delivery and performance periods as well as any delivery dates is primarily the respective OFFER.

5.2.2 Delays in delivery or performance due to circumstances outside the control of ROOTS, in particular war, force majeure, disruptions of international transport routes, failures of supply chains, official measures, shortages of materials or delays of suppliers and third-party providers, extend agreed periods to a reasonable extent. ROOTS assumes no liability for such circumstances.

5.2.3 Partial deliveries and partial performances are permissible insofar as this is reasonable for the CL and appears appropriate in the OFFER or by the nature of the project.

5.3 Fee and Payment

5.3.1 The amount of the fee or purchase price as well as the due date are governed by the respective OFFER.

5.3.2 Additional services, changes to the scope of services as well as additional expenditure on account of incorrect, incomplete or subsequently changed information provided by the CL are to be remunerated separately, insofar as they are not already covered by the original OFFER.

5.3.3 Unless otherwise agreed, invoices are payable without deduction within the period stated in the OFFER or in the invoice.

6.1 Digital Services and Activation

6.1.1 Insofar as ROOTS offers digital services, these may serve in particular communication, data provision, documentation, monitoring, control, remote maintenance, and service or operational optimisation. A claim to the provision of particular digital functions exists only where this is expressly provided for in the OFFER or in a separate agreement.

6.1.2 Access to digital services may take place via communication or system access points determined by ROOTS; a particular website application is not owed.

6.2 Duration of Use and Termination

6.2.1 The use of digital services is in principle possible only within the contractually agreed scope and for the contractually agreed duration. ROOTS reserves the right to deactivate access points after complete processing of the respective ORDER, insofar as no ongoing service performances are agreed.

6.2.2 In the event of the death or dissolution of the CL, or in the event of the cancellation of data-protection consents which may be strictly necessary for our offerings, the use relationship ends automatically with immediate effect, insofar as no mandatory statutory grounds preclude this.

6.3 Conduct of Use

6.3.1 Each CL must protect access data and other authorisations against unauthorised access by third parties, against misuse, and against use undertaken with fraudulent intent.

6.3.2 We reserve the right to reject individual Clients without giving reasons, or at any time, for good cause, to temporarily block them or to permanently exclude them from the use of our services. A good cause is, for example, the provision of incorrect or untruthful information to ROOTS in the course of contract processing or the use of digital services.

6.3.3 Each CL is obliged to use our offerings exclusively in compliance with these Terms and statutory provisions and to refrain from any misuse. Detected breaches of such obligations are to be reported without delay to service@roots.energy.

6.4 Licence and Grant of Rights

6.4.1 Digital services as well as their components, including software, code, methods and systems, as well as the content of our services, are protected both under copyright law and under competition law and may be exploited exclusively by ROOTS. Our products or parts thereof may not, without our prior written consent, be copied, modified, reproduced, republished or posted, nor transmitted, sold, offered for sale or resold, or used in any manner whatsoever outside the contractual purpose.

6.4.2 The CL and other users are not entitled to use trademarks, logos or other industrial property and identifying rights of ROOTS. Insofar as these Terms do not provide otherwise, all rights of use and exploitation lie exclusively with ROOTS or its licensors, and no licensing of any kind whatsoever takes place in respect of our products.

6.4.3 It is furthermore impermissible to decrypt, reverse-engineer, decompile or disassemble our products. The user undertakes to refrain from any disruptive interference by technical or electronic means in our products or in networks of ROOTS, as well as from any kind of attempt at disruption which could affect the software or hardware of the products and systems of ROOTS.

6.4.4 Insofar as this is technically necessary for the provision of our services, each Client grants ROOTS a non-exclusive, revocable but free of charge, transferable, temporally and geographically unrestricted right of exploitation and use in respect of those contents that are generated, transmitted, stored and published within our products in the course of preparing the OFFER and processing the ORDER. Use or exploitation is, however, excluded insofar as legitimate interests of the CL (e.g. data-protection or personality rights) would thereby be disproportionately impaired.

7.1 Warranty and Liability

7.1.1 Unless otherwise provided for in these Terms, ROOTS is liable and provides warranty within the framework of the statutory provisions. Insofar as our liability is limited or excluded in these Terms, this applies equally to vicarious agents as well as affiliated companies of ROOTS.

7.1.2 Towards Clients who are not consumers, liability for pure financial loss, consequential damage, lost profit as well as indirect damage or damage from third-party claims is excluded. For entrepreneurs, the warranty period is six months; any reversal of the burden of proof to the detriment of ROOTS is excluded. Any obligation of ROOTS to make compensation towards entrepreneurs is limited to the amount of the fee or purchase price actually paid.

7.1.3 Outside the scope of application of the Product Liability Act, the liability of ROOTS is limited to intent and gross negligence, with the exception of personal injury. Liability for slight negligence towards consumers is excluded in view of the following objective justifications.

7.2 Limitation of Liability

7.2.1 Studies, planning services, consulting services and other information and data made available by ROOTS are prepared and compiled with great care. They reflect the factual and market situation at the time of their preparation, in particular with regard to technical parameters and, where relevant, the availability and prices of goods and services. In view of the dynamic development of technologies, markets and framework conditions, such documents cannot constitute a permanently valid basis for future decisions.

7.2.2 Moreover, the consulting activity of ROOTS builds upon the established state of the art and the publicly accessible information or information provided by third parties in respect thereof. Technologies and innovations that have not yet reached a certain market maturity or distribution need not be taken into account.

7.2.3 For the same reasons, the services of ROOTS can only be a selection of recommended measures, components or solutions. In this respect, ROOTS provides no warranty, whether express or implied, for any completeness, reliability, currency or lasting usability of the documents and information made available extending beyond the time of rendering the service.

7.2.4 ROOTS furthermore is not liable for the usability of recommended measures or for chances of success of any kind whatsoever, insofar as such a benefit may depend on factors outside the sphere of influence of ROOTS. These include in particular external environmental influences, ground conditions, locally specific groundwater conditions, special noise-protection requirements, official requirements, supply possibilities or project-related boundary conditions.

7.2.5 In no case does ROOTS assume any responsibility or liability with regard to the condition of the property in question. The condition risk remains within the sphere of the CL. ROOTS does not inspect every individual apartment and also does not examine the structural integrity or the heat-emission systems in the apartments. The same applies to the legal status, which is not examined by ROOTS.

7.2.6 The performance and consulting offering prepared by ROOTS does not replace the individual consultation and specialist planning of relevant specialists in the field of building services (design plan, submission plan, execution plan), geology, hydrology, noise protection, building physics, structural engineering, fire protection or other professionals and consultants who are customarily engaged in the specific planning and implementation of thermal-energy refurbishments, new buildings or other reconfigurations of properties. The services of ROOTS serve merely the information, planning, coordination, supply, optimisation or otherwise agreed support of the CL and cannot replace in-depth and comprehensive consultation by other trades for the individual case.

7.2.7 ROOTS is not liable for external content, external links or other services and information offerings of third parties, nor for products, components, software, heat pumps, storage units, ice storage units, control systems or other services of third-party providers. In the case of technical problems, defects, failures or misconfigurations of third-party products, the respective third-party provider or manufacturer is in principle to be contacted; insofar as ROOTS adopts or passes on information or configuration recommendations of a third-party provider, ROOTS is not liable for their factual correctness, technical suitability or resulting repair, adjustment or consequential costs, unless ROOTS has itself acted with gross fault.

7.2.8 ROOTS is not liable for the dismantling, removal or disposal of existing oil, gas or other legacy installations, nor for the production, adjustment or laying of pipework, connections or other on-site infrastructure, in particular from and to hubs or other system components, unless such services have been expressly assumed in the OFFER.

7.3 Availability of our Services

7.3.1 We make our services available in each case according to the existing technical, economic, operational and organisational possibilities. ROOTS cannot exclude any disruptions or failures in connection with digital services, communication channels, surveillance, control or monitoring functions. Insofar as disruptions or failures concern products or services of third-party providers, the respective third-party provider or manufacturer is in principle responsible, unless otherwise agreed in the OFFER.

7.4 Indemnification

7.4.1 Insofar as the CL uses our digital services or products in a manner that breaches these Terms or statutory provisions, the CL must indemnify ROOTS against third-party claims resulting therefrom to the extent permitted by law.

8.1 Choice of Law

8.1.1 Austrian law applies to the exclusion of its conflict-of-law rules and of the UN Convention on Contracts for the International Sale of Goods.

8.2 Place of Jurisdiction

8.2.1 For disputes arising out of or in connection with these Terms, the OFFER or the ORDER, the court with subject-matter jurisdiction in Vienna has jurisdiction — insofar as legally permissible.

8.3 Miscellaneous

8.3.1 Should individual provisions of these Terms be or become wholly or partially ineffective, unenforceable or void, the effectiveness of the remaining provisions remains unaffected.

8.3.2 Amendments and supplements to the ORDER require, unless otherwise agreed, at least text form.