1. Scope, Contracting Parties and Business Customers
These Terms and Conditions apply to contracts between:
Rivalyne GmbH
Am Belvedere 4
1100 Vienna, Austria
Austrian company registration number: FN 442427 d
Commercial register court: Commercial Court of Vienna
Managing Director: Mag. Gerd Clement
VAT identification number: ATU70009616
Share capital: EUR 35,000
Email: office@rivalyne.comreferred to below as “Rivalyne”, and the business customer entering into the contract, referred to below as the “Customer”.
Rivalyne provides its services exclusively to businesses acting in the course of their trade, business or profession. These Terms and Conditions apply to Customers established in the United Kingdom or the United States of America. “United Kingdom” includes England, Wales, Scotland and Northern Ireland.
The services are not offered for personal, family or household use. By placing an order, the Customer confirms that it is purchasing the services for business purposes. The individual placing the order on behalf of the Customer confirms that they have authority to enter into the contract and authorise the agreed payments on the Customer’s behalf.
A business declaration does not override any legal status or rights that cannot lawfully be excluded.
These Terms and Conditions apply regardless of whether the contract is concluded through a website, payment link, order form, written offer or another digital ordering method.
Any conflicting or additional terms of the Customer become part of the contract only if Rivalyne expressly agrees to them in text form. Rivalyne’s silence does not constitute acceptance.
Rivalyne may reject orders from Customers outside the territories in which the relevant services are offered. Territorial availability is a commercial eligibility requirement and does not create any entitlement to enter into a contract.
2. Subject Matter and Service Description
Rivalyne provides services for the preparation and delivery of competitive intelligence reports. A competitive intelligence report is a structured, source-referenced presentation of observations, information and developments within the competitive environment defined by the Customer or described in the offer.
Depending on the service purchased, reports may differ in their monitoring areas, competitors, regions, topics, depth of coverage, delivery intervals, formats, recipient groups and additional components. The specific service, scope, price, first delivery date and any particular requirements are set out in the applicable service description, offer, order page or order confirmation.
The service description incorporated at the time the contract is concluded forms part of the contract. In the event of a conflict, the following order of precedence applies:
(a) an individual agreement in text form;
(b) the order confirmation or offer;
(c) the specific service description;
(d) these Terms and Conditions.Rivalyne may develop or change its internal research, review, assessment, editorial and production methods, provided that this does not materially impair the agreed core services. Internal methodologies, raw research, working documents, internal categories, search queries, models, logs and quality assurance records do not form part of the deliverables.
Rivalyne may develop new types of competitive intelligence reports, discontinue existing types or restructure service components. For an ongoing contract, such changes apply only to future service periods and only insofar as they do not materially reduce the agreed core services. Material changes are subject to Section 13.
Unless expressly stated otherwise in the applicable service description, Rivalyne does not undertake to achieve a particular commercial, strategic or other outcome, provide complete market or competitor coverage, or provide advisory services.
3. Service Limitations and the Customer’s Responsibilities
Competitive intelligence reports provide a factual and observational basis. They do not constitute legal, tax, investment, financial, management or medical advice, recommendations for action, or binding forecasts.
Statements, contextual assessments, prioritisation or confidence indications in a report do not replace the Customer’s own assessment. The Customer independently decides whether and how to use the information, which actions to take and whether additional professional advice is required.
Rivalyne will exercise reasonable care and skill in selecting, reviewing and citing sources. However, third-party sources may be inaccurate, incomplete, delayed, temporarily unavailable or subsequently changed. To the extent permitted by applicable law, Rivalyne therefore does not warrant that all third-party information is complete, continuously up to date or free from error. This does not exclude Rivalyne’s responsibility for its own failure to exercise reasonable care and skill, subject to Section 14.
Where a report identifies uncertainty, conflicting sources or preliminary information, the Customer must treat that information accordingly. Not every relevant development is publicly observable or disclosed in sufficient time.
Rivalyne has no obligation to assess the Customer’s specific business decisions, their legality, their competition or antitrust implications, investment decisions, pricing decisions or other actions, unless this has expressly been agreed as a separate service.
4. Contract Formation and Ordering Process
The presentation of services on a website or in other materials does not generally constitute a binding offer, unless expressly identified as such.
By submitting an order through a payment link, order form or another ordering method, the Customer makes an offer to enter into a contract. The contract is formed when Rivalyne expressly accepts the order or begins providing the ordered services, whichever occurs first. Successful payment processing alone does not constitute acceptance unless the accompanying confirmation expressly states that the order has been accepted.
An automated payment or order acknowledgement primarily confirms receipt of the transaction or order. It constitutes a contract confirmation only if it expressly confirms acceptance. If Rivalyne rejects an order after payment has been collected, Rivalyne will refund the amount collected for that order without undue delay.
Rivalyne may reject orders, particularly where information is missing, the Customer is not acting as a business, the services appear unsuitable for the stated purpose, technical or capacity constraints apply, or there is a legitimate compliance or credit risk.
After the contract is formed, the Customer receives the onboarding or intake materials required for service delivery. The Customer must complete them accurately, fully and in good time.
Before submitting an online order, the Customer must be given access to these Terms and Conditions and must expressly accept them. For subscriptions, the ordering process will identify the recurring price and currency, billing interval, automatic continuation of the subscription and applicable cancellation conditions.
5. Contract Duration, Billing Periods and Cancellation
Unless otherwise agreed in the offer, the contract is entered into for an indefinite period and begins when the contract is formed. Recurring competitive intelligence reports are provided on monthly billing periods unless another interval is expressly agreed.
A monthly subscription continues automatically for successive monthly billing periods until cancelled in accordance with this Section. The agreed subscription fee is payable for each billing period.
Either party may cancel a monthly subscription with effect from the end of a monthly billing period by giving at least 14 calendar days’ notice. The Customer’s cancellation notice must reach Rivalyne no later than 14 calendar days before the end of that billing period. Notice given by Rivalyne must reach the Customer within the same timeframe.
Cancellation does not end the contract before the end of the applicable billing period. If notice is received after the deadline, cancellation takes effect at the end of the following monthly billing period, subject to any mandatory right to cancel earlier.
The Customer does not need to give a reason for cancellation and may cancel by emailing office@rivalyne.com. Receipt of the cancellation email by Rivalyne determines whether the deadline has been met. Rivalyne may confirm receipt by email.
Where Rivalyne provides an online cancellation function, the Customer may also use that function. Any additional cancellation method or confirmation required by applicable mandatory law will remain available.
Where annual prepayment or another fixed prepaid period has expressly been agreed, the fee is generally payable for the entire agreed period. Ordinary cancellation takes effect at the end of that prepaid period. A proportionate refund is available only where expressly provided for in the offer, where Rivalyne is responsible for the termination, or where required by mandatory law.
Any automatic renewal of a fixed prepaid period must be expressly disclosed and agreed at the time of purchase. Rivalyne will provide any renewal notices and obtain any consents required by applicable mandatory law.
Either party’s right to terminate for cause remains unaffected. Grounds for termination by Rivalyne include, in particular, the Customer remaining in payment default after a reasonable additional payment period, distributing reports without permission, infringing Rivalyne’s or third parties’ rights, providing false business information or misusing the services.
Cancellation or termination does not affect claims accrued before the effective termination date. Reports already delivered may continue to be used after the contract ends only within the scope of the licence granted.
Where applicable mandatory law requires different renewal disclosures, notices, consent procedures or cancellation rights, those requirements prevail over any inconsistent provision of this Section.
6. Prices, Taxes and Payment Processing
The price and currency displayed at the time of ordering apply. Unless expressly stated otherwise, prices exclude VAT, sales tax, use tax and comparable transaction taxes.
Rivalyne will charge taxes that it is legally required to collect. The Customer is responsible for taxes that applicable law requires the Customer itself to report or pay, including any applicable reverse-charge VAT or use tax. This does not transfer Rivalyne’s own tax obligations to the Customer.
Where the UK reverse-charge rules apply, the Customer is responsible for accounting for UK VAT as required by law. The absence of tax on an invoice does not, by itself, establish that the transaction is tax-exempt.
The Customer must provide accurate business, billing and tax information, including any applicable tax identification number or valid exemption documentation reasonably required to determine the correct tax treatment.
Depending on the offer, billing takes place monthly, annually or at another expressly agreed interval, in advance. Recurring payments may be collected automatically through Rivalyne’s payment service provider, including Stripe.
By accepting a subscription and completing the applicable payment authorisation, the Customer authorises collection of the agreed recurring charges until cancellation takes effect. Price changes remain subject to Section 7.
Payment is due in the currency agreed at the time of ordering. Any currency conversion or international transaction fees separately charged by the Customer’s bank or payment provider are the Customer’s responsibility.
The Customer must ensure that its payment method remains valid and has sufficient available funds or credit. Payment details must be updated without undue delay when they change.
In the event of late payment, Rivalyne may charge statutory interest applicable to business transactions and statutory recovery costs, subject to any applicable mandatory limits. Rivalyne reserves the right to claim additional proven losses.
In the event of late payment, Rivalyne may, after reasonable advance notice, withhold further reports until the outstanding amounts have been paid. Payment obligations for billing periods already underway or otherwise contractually committed remain unaffected, subject to mandatory law.
The Customer may set off claims only if they are undisputed or have been finally determined by a court. A right to withhold performance may be exercised only in relation to claims arising from the same contractual relationship, unless mandatory law provides otherwise.
7. Price and Service Changes
Rivalyne may adjust prices for future billing periods where costs, taxes, fees, third-party provider prices, legal requirements or the effort required to provide the services change materially. Any price adjustment will be notified to the Customer in text form at least 30 calendar days before it takes effect.
The notice will identify the new price and its effective date. An adjustment will not retrospectively affect a billing period already paid for. Any additional notice or express consent required by applicable mandatory law will be provided or obtained.
The Customer may cancel the contract with effect from the date of a price increase by giving notice before that date. For this purpose, the ordinary 14-day cancellation deadline in Section 5 does not apply.
Changes that benefit the Customer or are immaterial may be implemented without separate consent. Material reductions in the services are permitted only in accordance with Section 13.
8. Customer Cooperation
The Customer must provide all information required for the services accurately, completely and in an up-to-date form. This may include business details, industry and market information, requested competitors, geographic priorities, subject areas, relevant dates and recipient addresses.
The Customer is responsible for ensuring that it may lawfully provide the necessary information and content to Rivalyne. In particular, it must have the right to provide and use recipient addresses and must appropriately inform the individuals concerned.
The Customer must promptly notify Rivalyne of changes to its information, recipient addresses and technical contact details. Rivalyne is not responsible for delivery failures caused by inaccurate or outdated information supplied by the Customer.
Delays, additional work or reductions in quality caused by late, incomplete or inaccurate cooperation by the Customer are not attributable to Rivalyne. Delivery deadlines will be extended as reasonably necessary.
The Customer must not provide confidential, personal or otherwise protected information unless it is necessary for the agreed services. Any necessary personal data must be limited to what is required.
9. Delivery and Error Correction
Reports will be delivered in the format specified in the service description and to the recipients designated by the Customer. Unless otherwise agreed, delivery takes place electronically, particularly by email or through a download facility or customer area.
Delivery dates and intervals are determined by the applicable service description. For monthly services, a specific dispatch date is binding only if expressly promised.
The Customer must ensure that the designated email addresses can receive messages, that the recipients are authorised to receive the reports and that the relevant mailboxes function properly. A report is deemed delivered when sent to the most recently designated recipient address or made available in the agreed customer area, unless a delivery failure attributable to Rivalyne is demonstrated.
Apparent technical or substantive errors must be reported to Rivalyne in text form without undue delay and no later than seven business days after the Customer becomes aware of them. The Customer’s statutory rights remain unaffected. Rivalyne will, where possible, remedy substantiated errors through correction, replacement delivery or an erratum.
Unless the applicable service description expressly provides otherwise, “business day” means Monday to Friday, excluding public holidays in Vienna, Austria.
A single corrected error does not entitle the Customer to a refund of the entire billing period where the agreed core services have otherwise been provided. Any mandatory rights or remedies remain unaffected.
10. Licence and Restrictions on Use
Upon full payment, the Customer receives a non-exclusive, non-transferable and non-sublicensable licence to use the delivered competitive intelligence reports internally within its own business.
Internal use includes sharing reports with the Customer’s own employees, directors and officers who need them for internal business or decision-making processes, subject to confidentiality obligations. Sharing reports with affiliated companies, external advisers, agencies, customers, suppliers or other third parties is permitted only where expressly allowed in the service description or approved in advance by Rivalyne in text form.
Prohibited uses include selling, renting, licensing, publishing, making publicly available, systematically redistributing, substantially adapting reports to create a competing product, or using them as a standalone database or training dataset.
The Customer must not use report content to train, fine-tune, evaluate or improve its own or third-party artificial intelligence, machine-learning or other automated models, or provide the content to third parties for those purposes.
Mere internal use of a report through standard software controlled by the Customer is permitted only where this does not result in permanent storage, model improvement, disclosure to third parties or the creation of a competing product, and unless otherwise agreed.
Source references and copyright notices must not be removed or obscured. Uses that cannot lawfully be restricted remain unaffected.
All rights in methodologies, internal working documents, raw data, research logs, data structures, templates, analytical logic, trademarks, text modules and other components not expressly licensed remain with Rivalyne or the respective rights holders.
11. Confidentiality and Customer References
Each party must keep confidential all confidential information of the other party that becomes known to it in connection with the contract and may use that information only to perform the contract. Confidential information includes, in particular, non-public business, customer, pricing, strategy, security and process information.
The confidentiality obligation does not apply to information that can be shown to be publicly known, becomes public without a breach of duty, was already lawfully known to the receiving party, was lawfully obtained from an authorised third party, or must be disclosed under a mandatory legal requirement or binding order of a competent authority.
The obligations under this Section continue for five years after the contract ends. For trade secrets, they continue for as long as the information remains a trade secret.
Rivalyne may not identify the Customer by name as a reference without the Customer’s prior consent. Anonymised or aggregated descriptions are permitted if they do not allow the Customer to be identified. Any further reference use, use of the Customer’s logo or publication of a testimonial requires separate consent.
12. Data Protection and Processing on Behalf of the Customer
Rivalyne processes personal data in accordance with applicable data protection laws and the Privacy Policy published on its website. Applicable laws may include the EU General Data Protection Regulation, the UK General Data Protection Regulation and Data Protection Act 2018, and applicable United States privacy laws, in each case to the extent relevant to the processing concerned.
Where Rivalyne processes personal data on behalf of the Customer as a processor or in an equivalent legally regulated role, the parties will enter into an appropriate data processing agreement or use a suitable supplementary document before that processing begins.
The agreement will address Article 28 of the EU GDPR, the corresponding UK GDPR requirements or applicable United States requirements, as relevant. Where legally required, appropriate arrangements for international data transfers will also be put in place. Rivalyne is not required to begin processing that requires such an agreement before it has been concluded.
The Customer is responsible for the lawfulness of the personal data it supplies, particularly recipient and contact details, and must provide Rivalyne with the information and lawful basis necessary for the intended processing. Each party remains responsible for its own obligations under applicable data protection law.
Rivalyne may use carefully selected technical service providers to perform the contract. Where required, appropriate data protection arrangements will be put in place with those providers. Further details are set out in the Privacy Policy and, where applicable, the data processing agreement.
13. Changes to These Terms and Material Service Changes
Rivalyne may amend these Terms and Conditions prospectively where necessary to reflect changes in legislation, technical conditions, case law or comparable objective circumstances, provided that the Customer is not unreasonably disadvantaged.
Changes will be notified to the Customer in text form. Where express consent is required, Rivalyne will obtain it. Mere silence will not be treated as general acceptance of changes unless that mechanism is lawful in the particular circumstances and has been expressly agreed.
For changes that materially affect the principal contractual obligations or the essential commercial substance of the contract, Rivalyne will notify the Customer at least 30 calendar days before the proposed effective date. The Customer may cancel with effect from that date by giving notice before it if the change cannot reasonably be expected to be accepted by the Customer.
The availability of this cancellation right does not replace any express consent required by applicable law. Where required consent is not obtained, the existing terms continue to apply unless the contract is otherwise lawfully ended.
The introduction of additional report types, improvements to internal processes or additional offerings does not amend an existing contract as long as the purchased scope of services remains unchanged.
14. Warranties, Liability and Limitations of Liability
Statutory rights and remedies for defective performance apply to the extent that they have not been validly restricted by these Terms and Conditions. Rivalyne may initially remedy substantiated defects through improvement, correction or replacement delivery.
Rivalyne will perform the agreed services with reasonable care and skill. No provision of these Terms excludes a statutory term, warranty, duty or remedy that cannot lawfully be excluded.
Rivalyne’s liability is not excluded or limited for death or personal injury, intentional misconduct, gross negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to paragraph 2 and applicable mandatory law, in cases of ordinary negligence, meaning negligence that does not amount to gross negligence, Rivalyne is liable only for breach of an essential contractual obligation. An essential contractual obligation is an obligation necessary for proper performance of the contract and on which the Customer may ordinarily rely. In such cases, liability is limited to foreseeable loss of a type that would typically arise from the breach.
Subject to paragraph 2 and to the extent permitted by applicable law, Rivalyne’s aggregate liability for property damage and financial loss caused by ordinary negligence is limited to the total fees, excluding taxes, actually paid by the Customer for the affected service during the 12 months preceding the event giving rise to the loss. Where the contract has been in force for less than 12 months, the limit is the total fees, excluding taxes, actually paid during that shorter period.
Subject to paragraph 2, Rivalyne is not liable for loss of profit, anticipated savings, indirect or consequential loss, reputational damage or losses arising from the Customer’s business decisions, unless applicable mandatory law provides otherwise or Rivalyne caused the loss intentionally or through gross negligence.
Rivalyne is not liable for disruptions or delays outside its reasonable control, including outages affecting payment, hosting, cloud, communications, database or email providers; disruptions to public networks; cyberattacks despite reasonable protective measures; government measures; or unforeseeable events. Liability for Rivalyne’s own negligent selection, supervision or organisation remains unaffected, subject to the other provisions of this Section.
Where Rivalyne includes third-party links, sources or content, it is not liable for their availability, currency or accuracy unless the relevant failure or inaccuracy is attributable to Rivalyne.
The exclusions and limitations in this Section apply only to the extent enforceable under applicable law. Where a statutory reasonableness, fairness or comparable enforceability requirement applies, each exclusion or limitation is subject to that requirement. None of these provisions overrides the unrestricted liabilities identified in paragraph 2.
15. Force Majeure
Events outside a party’s reasonable control that materially hinder or temporarily prevent performance constitute force majeure. These include, in particular, natural disasters, war, terrorism, pandemics, strikes outside the affected party’s own operations, government intervention, widespread network outages and failures of essential infrastructure for which the affected party is not responsible.
The affected party must inform the other party without undue delay where reasonably possible and take reasonable measures to limit the effects.
If the disruption continues for more than 60 days, or continuation of the contract cannot reasonably be expected, either party may terminate the affected part of the services or the contract for cause. Services already provided remain payable. Any mandatory rights concerning payments for services not provided remain unaffected.
16. Set-Off, Assignment and Subcontractors
Rivalyne may use qualified personnel and service providers to perform the contract. Rivalyne remains responsible for contractual performance except as otherwise provided in these Terms and Conditions.
The Customer may assign or transfer its contractual rights or obligations only with Rivalyne’s prior consent. Consent must not be unreasonably withheld where the transfer takes place as part of a business sale and the transferee’s ability to perform its obligations is assured.
Rivalyne may transfer the contract to an affiliated company or legal successor as part of a restructuring or business transfer, provided that the Customer’s legitimate interests are protected.
17. Governing Law and Jurisdiction
The contract is governed by the substantive laws of Austria, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
Mandatory provisions applicable to a Customer established in another country remain unaffected to the extent that they cannot validly be excluded by agreement. This includes any applicable non-excludable federal, state or local requirements in the United States and any applicable non-excludable requirements in the United Kingdom.
To the extent permitted by applicable law, the courts in Vienna, Austria having subject-matter jurisdiction have exclusive jurisdiction over disputes arising out of or in connection with the contractual relationship.
This jurisdiction agreement applies exclusively to business-to-business transactions and only to the extent permitted by applicable mandatory rules. It does not override any jurisdiction that cannot lawfully be excluded.
18. Notices, Text Form and Severability
Legally relevant notices under the contract may be given in text form unless a stricter form is expressly required by law. Email satisfies the text-form requirement.
Changes and additions to individual agreements should be documented in text form. This also applies to changes to this text-form requirement to the extent permitted by law.
If any provision of these Terms and Conditions is or becomes wholly or partly invalid or unenforceable, the remaining provisions remain effective. The parties will seek to replace the invalid or unenforceable provision with a valid provision that comes as close as legally permissible to its commercial purpose. An invalid provision is not automatically replaced by a provision that disadvantages the Customer beyond what mandatory law permits.
The contract language for services purchased under these Terms and Conditions is English. These English Terms and Conditions govern the relevant UK or US contract. Rivalyne’s German-language terms do not apply to that contract unless expressly incorporated by agreement.
Rivalyne GmbH
Am Belvedere 4
1100 Vienna
Austria