Terms of Service for Private Customers

Last updated: 15 November 2022

The following terms of service (hereinafter also the “Terms of Service”) govern the Client’s use of Tenon’s services. These Terms of Service shall apply to all present and future services provided by Tenon to the Client, even if no express reference is made to the Terms of Service in individual cases when the contract is concluded.

1. Definitions

“Client” means the user of the services, with whom a service agreement has been concluded.

“Data” means unencrypted data.

“Party” means either the Client or Tenon and “Parties” means both the Client and Tenon together.

“Services” means the services set out in Section 2 of these Terms of Service.

“Tenon” means Tenon GmbH, Pater-Schwartz-Gasse 11A, A-1150 Vienna, FN511922b.

“We” and “our” will refer to Tenon, “you” and “your” will refer to the Client.

2. Service

Tenon is a secure off-site backup solution that allows customers to store encrypted backup copies of their data on systems operated by Tenon and restore that data at a later point. All data is encrypted with your personal encryption key before being transferred to our systems. In order to decrypt your backups, you need a copy of your personal encryption key.

Nobody – including Tenon – can access your Data without your encryption key, so it is vital that you keep a copy of your encryption key in a safe place. Since your encryption key protects your backups from unauthorized access, you should never share your encryption key. We do not have access to your encryption key and will never ask for your encryption key.

When you first connect a device to Tenon, you can choose the storage location of your encrypted backups. Your encrypted backups will never leave the jurisdiction that you have chosen without your explicit consent.

3. Fees and Payment Modalities

3.1 Service Fees

Tenon shall charge you their fees including VAT as set out in your individual service agreement.

3.2 Invoicing and Payment

Tenon shall invoice all fees including VAT in accordance with the frequency, method, payment terms and currency set out in the individual service agreement and in any case in advance. In the case of period billing, any partial period shall be pro-rated.

3.3 Overdue Charges

In case any amount due is not received by Tenon within thirty (30) days after the date of invoice, Tenon shall be entitled to stop providing the Services to you. Tenon shall also be entitled to charge statutory default interest in the amount of 4 percent annually.

4. Service Level Agreement (SLA)

4.1 Service availability Targets

Tenon shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with an overall 99.95% annual availability (i.e. 365 days minus 4hours20min), except for:

Planned downtime and maintenance events;
force majeure;
Unavailability of the Website;
Failures or malfunctions in any client or third-party software, equipment or technology; and/or
If you are in breach of these Terms of Service, including but not limited to your payment obligations and the use of Services.

4.2 Service unavailability refund

Except under the conditions mentioned in section 4.1 above, if the Services’ Availability is less than 99.95%, you will be issued a refund in the amount detailed in the following table by Tenon:

From 99.95% to 98.3%: fifty percent (50%) of the monthly fees for the affected Services
Below 98.3%: one hundred percent (100%) of the monthly fees for the affected Services

You shall address a service unavailability refund request via email to office@tenon-backup.com mentioning your name and address as well as the times and dates of the unavailability. If the unavailability is confirmed by us, you will receive your refund within six weeks after our receipt of your refund request at the latest.

5. Use of the Services

5.1 Your responsibilities

The data you store with Tenon belongs to you and you alone. While Tenon provides the means of creating and restoring backup copies of your Data, we can never access your Data. Therefore, you are solely responsible for ensuring that the data stored at Tenon matches your expectations and verifying its integrity regularly.

Nobody can access your Data without your personal encryption key. It is your responsibility to (i) ensure the safety of your encryption key and to (ii) always keep a copy of your encryption key in a safe place so you can access your backups should you lose access to your original encryption key.

Since your encryption key protects your Data from unauthorized access, you should never share your encryption key. We do not have access to your encryption key and will never ask for your encryption key. Tenon will not be liable nor responsible if your Data is accessed due to you (i) losing, (ii) sharing (may it be intentionally or not) or (iii) handling your encryption key in such a way that a third party may have knowledge about it.

5.2 Misuse of the Services

You shall not

interfere with or disrupt the integrity or performance of the Services or third-party data contained therein,
attempt to gain unauthorised access to the Services or their related systems or networks,
use Tenon for purposes other than creating backup copies of your data or restoring these backup copies to your systems, or
sell, resell, rent or lease the Services without our explicit permission.

5.3 Interruption of the Services

In case Tenon’s infrastructure is damaged (or threatened to be damaged) through the IP address of a client (e.g. virus or hacking) or otherwise, we are expressly authorized to immediately interrupt the Services and shall immediately inform you thereof.

6. Indemnification

6.1 Exclusion of Indirect and Consequential Damages

Notwithstanding any other provision hereof, Tenon shall not be liable for any indirect, incidental or consequential damages (including but not limited to damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of customers, loss of data, interference with business or cost of purchasing replacement services), arising out of the performance or failure to perform the Services, except for cases of gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of Tenon.

6.2 Limitation of Liability

Tenon’s liability for damages occurring due to their Services, with the exception of personal injuries, arising out of or in connection with its Services provided under the individual service agreement as well as these Terms of Service is limited to cases in which such damages have resulted from gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz) of Tenon.

Tenon will not be liable for the content of your Data, since Tenon cannot even access your Data. Subsequently, Tenon is not responsible for your data and its contents pursuant to Section 16 Austrian E-Commerce-Act (E-Commerce-Gesetz).

7. Term and Termination

7.1 Term

The Services will be provided on an indefinite-time basis and may be terminated at any Party upon a thirty (30) day prior written notice to the other Party.

7.2 Avoidance of contract

In accordance with the „Bundesgesetz über Fernabsatz- und außerhalb von Geschäftsräumen geschlossene Verträge“(FAGG) the Client is entitled to withdraw from the contract within fourteen (14) days after conclusion of the contract without giving any reasons. The period for withdrawal begins on the day the contract is entered into.

The declaration of withdrawal is not tied to any particular form. The withdrawal deadline is met if the declaration of withdrawal is sent within the deadline (i.e. days of postal delivery do not shorten the deadline).

If the Client withdraws from the contract, Tenon shall refund all payments we have received from the consumer without delay and at the latest within 14 days of the day on which Tenon has received the notification of the Client’s withdrawal from the contract. For this repayment, we shall use the same means of payment that the Client used in the original transaction, unless expressly agreed otherwise with the consumer. In no case will the Client be charged for this repayment.

The Client may waive their right of withdrawal in written or any other form in order to make use of the Services immediately. In case the Client does not waive their right of withdrawal, they may use the Services after fourteen (14) days of entering into the contract.

7.3 Termination or Suspension by Tenon

Tenon shall have the right, upon written notice, to immediately terminate and/or suspend the delivery of the Services (without liability) in the event that:

You have violated (i) any law rule, regulation or directive of any governmental authority related to the Services or your use thereof or (ii) Section 5 (Use of the Services);
Tenon receives any direction, notification or instruction from any governmental authority (or any independent Internet content monitoring entity) to suspend or terminate the provision of the Services to you;
Tenon receives plausible information that your Data contains illegal materials;

Tenon cannot access your Data and has therefore no knowledge of its contents. However, if a misuse of the Services has become evident due to (i) a large number of clients accessing the same data simultaneously, (ii) an unusually high read to write ratio, (iii) unusually high data transfer volumes, or (iv) other signs that strongly indicate a misuse of the Services, Tenon may terminate delivery of the Services to you without liability.

7.4 Tenon’s Remedies

In the event Tenon terminates or suspends the Services because of any reasons set forth in Section 7.3, then you agree to pay to Tenon the agreed-upon fees and/or any other fixed minimum charges for the term of your service agreement and these Terms of Service. Any partial period shall be pro-rated.

7.5 Return of Data

In the event Tenon terminates the Services, you will be able to access a read-only copy of your data for thirty (30) days before your data is deleted from Tenon’s systems, starting from the date of the termination notice.

7.6 Surviving Provisions

Sections 3 (Fees and Payment Modalities), 6 (Indemnification), 7 (Term and Termination), 8 (Miscellaneous Provisions) shall survive any termination or expiration of these Terms of Service.

8. Miscellaneous Provisions

8.1 Severability; No Waiver

The invalidity, illegality or unenforceability of any provision of these Terms of Service shall in no way affect the validity, legality or enforceability of any other provision thereof. The Parties undertake to negotiate in good faith with a view to replace such invalid, illegal or unenforceable provision with another provision that best reflects the intentions of the Parties.

The failure by either Party to exercise or enforce any provision of these Terms of Service shall not be deemed to be a waiver of the application of such provision or of a right nor to operate so as to bar the exercise or enforcement of any such provision or right on any later occasion.

8.2 Notice

Any notice shall be sent by a Party to the other Party by email, registered mail or courier, to the following address:

a) To Tenon:

Tenon GmbH, Pater-Schwartz-Gasse 11A, 1150 Vienna, Austria

Email: office@tenon-backup.com

b) To you:

at the address set forth in your individual service agreement or at such other address as may hereafter be provided by you.

8.3 Amendments

Tenon may modify these Terms of Service upon a thirty (30) day notice to you. Upon receipt of such notice, you may terminate any Order by delivering a written thirty (30) day notice of termination no later than thirty (30) days after the notification date of the change.

8.4 Storage Location / Governing Law; Jurisdiction

These Terms of Service and any individual service agreement shall be governed by the laws of Austria. The Parties irrevocably submit to the exclusive jurisdiction of Bezirksgericht Innere Stadt in Vienna.