1.1 Nekonata XR Technologies GmbH (FN 508725a), 2340 Mödling, Guntramsdorfer Straße 103 (“NXRT”), develops and distributes virtual reality (“VR”) and mixed reality (“MR”) solutions – in particular for the automotive and engineering industries as well as for public institutions. Our services include both the provision of software and the corresponding hardware. 

1.2. These general terms and conditions (“GTC”) apply together with the offer for the provision of the HeroShow and/or HeroRide products (“License Object”) and constitute together the license agreement. In the event of conflicts between the two documents, the provisions of the offer shall prevail. NXRT’s services are aimed exclusively at entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act (“KSchG”). Conflicting terms and conditions of the contractual partner and licensee of NXRT (“Partner”) are invalid unless they are expressly accepted in writing by NXRT. 

1.3. Subject to acceptance and timely payment, NXRT grants Partner the right to use the License Object for the agreed contractual term within the scope specified in Section 1.4 of the GTC. 

1.4. Partner is only entitled to use the License Object at the address specified in the offer (“place of use”). If Partner uses the License Object at a different location, Partner must notify NXRT of the new location at least 14 days before the planned transport. NXRT may prohibit the planned transport or specify appropriate transport measures at Partner’s expense in order to ensure the safety of the License Object. A permanent change to the place of use is only permitted with the express consent of NXRT. Furthermore, the License Object may only be used for the following purposes: 

• HeroShow 
  Demonstration and presentation of virtually displayed vehicles and other items specified in the offer as part of a customer appointment, a consultation or other professional events. The use of HeroShow for private purposes is excluded. 
• HeroRide 
  Carrying out a mixed reality driving simulation for one or more vehicles specified in the offer as part of a customer appointment, consultation or other professional events. The use of HeroRide for private purposes is excluded. 

2. LICENSE FEE 

2.1. Partner is obliged to pay NXRT a license fee as remuneration. The amount of the license fee and the payment modalities are specified in the offer. The amounts are net excluding any VAT, fees and charges. 

2.2. The license fee is due for payment upon receipt of the invoice by Partner, unless otherwise specified in the offer. In the case of regular payments, the due date is determined by the details in the offer. 

2.3. Recurring license fees are value-hedged on the basis of the consumer price index for 2020 (“VPI 2020”) published by Statistics Austria. The starting point for the value assurance calculation is the index figure last published in the month in which the contract is concluded. Index fluctuations are applied once a year using the index figure published for December of the year in question and notified to Partner in writing. No waiver by NXRT of the assertion of value protection can be derived from the – even repeated – omission of the adjustment of license fees. Index changes below the base index figure stated above are not taken into account, so that the License fee cannot fall below the license fee at the beginning of the license agreement at any time. 

2.4. If VPI 2020 is no longer published, the index that follows or most closely corresponds to the VPI 2020 shall be used as the future basis for calculation. If it is no longer possible to use an index calculation, the value-secured license fee shall be calculated according to analogous principles as were last used for the index calculation. 

2.5. NXRT expressly reserves the right to increase recurring license fees by up to 8% annually, irrespective of indexation. Partner will be informed in due time before an increase. In the event of an increase of more than 8%, Partner is granted a special right of cancellation. The cancellation must be received by NXRT in writing within 14 days of receipt of the information about the fee increase. 

2.6. Partner is not entitled to offset its own claims against NXRT’s claims or to withhold amounts owed unless these have been established by a court or recognised by NXRT. 

2.7. If Partner is in default on payment, statutory default interest of 9.2%-points above the base rate of the European Central Bank will be charged from the due date. In addition, NXRT is entitled to withdraw from all agreements concluded with Partner after issuing a reminder and setting a grace period of at least 14 days.  

2.8. In the event of late payment, NXRT is entitled to suspend or withdraw its services until the outstanding amount has been paid in full. In such a case, NXRT is also authorised to make the software unusable for the duration of the default by means of appropriate technical equipment or settings. NXRT is also entitled to demand immediate payment for all services already provided, regardless of any payment deadlines. 

2.9 In the event of late payment, Partner undertakes to pay an additional lump sum of EUR 40 per debt collection case, irrespective of the invoice amount. 

3. CONTRACT DURATION AND CANCELLATION 

3.1. The license agreement comes into force when both parties sign the offer (“conclusion of contract”). 

3.2. The first license period ends 12 months after the handover of the License Object in accordance with point 5.9 of the GTC and the license agreement is automatically extended by a new 12-month period, which is renewed annually, at the conditions specified in the offer. Both parties may terminate the license agreement in writing up to four weeks before the end of the respective term with effect from the end of the respective term. Clause 3.2 only applies unless otherwise agreed in the offer. 

3.3. Upon termination of the license agreement, for whatever reason, Partner’s right to continue using the License Object ends. In particular, Partner is not authorised to continue to advertise the cooperation with NXRT. On termination of the license agreement, Partner must return all software, including all documents relating to License Object, to NXRT in proper condition without being asked to do so. Partner must agree a return date with NXRT for this purpose. Partner has no right of retention. 

3.4. If the License Object is not properly returned by Partner on the agreed date, Partner must continue to pay the current license fee in the same amount. In addition, NXRT is entitled to a contractual penalty for each month or part thereof in which Partner fails to return the License Object in the amount of the current, pro rata license fee valid at that time plus any VAT. 

3.5. If Partner does not comply with the obligation to return the License Object in accordance with section 3.3 of the GTC immediately or within the period set by NXRT, NXRT may arrange for the License Object to be returned at Partner’s risk and expense. 

3.6. If, for whatever reason, the License Object is returned in a condition that goes beyond normal wear and tear, Partner undertakes to bear the associated additional expenses. 

3.7. Upon termination of the license agreement, NXRT is not obliged to refund any license fees of any kind received. Notwithstanding other statutory termination options, NXRT may terminate this license agreement prematurely in writing for good cause. Good cause is given in particular, if 

• Partner violates the restrictions on use pursuant to Section 1.4 of the GTC, 

• Partner breaches rights and obligations resulting from the license agreement, in particular Sections 2 and 3.3 of the GTC, and does not immediately remedy the breach of contract even after being notified by NXRT, or 

• insolvency proceedings are opened against Partner’s assets or an application for insolvency is rejected for lack of assets, provided this does not conflict with mandatory insolvency law provisions. 

The exercise of the right to immediate terminate the license agreement due to good cause does not affect NXRT’s other claims. 

In the event of an immediate termination of the contract for good cause, Partner shall be liable to NXRT for the loss of the license fee and for all other damages resulting from the immediate termination until the expiry of the agreed contract term. 
 

4. RIGHTS AND OBLIGATIONS OF NXRT 

4.1. NXRT fulfils its obligations under this license agreement with the diligence of a prudent businessman. 

4.2. Unless NXRT is notified of a different delivery address, the place of fulfilment is Partner’s address stated in the offer. 

4.3. NXRT undertakes to confirm the successful return of the License Object. If the License Object has been activated by Partner in the NXRT customer portal, NXRT will delete the product from the portal after return. 

4.4. Strikes, official requirements, epidemics/pandemics, delays in delivery due to epidemics/pandemics, the after-effects of epidemics/pandemics, wars or other force majeure events beyond NXRT’s control entitle NXRT to extend the delivery period accordingly and to postpone the delivery date. This also includes if a supplier of NXRT does not deliver correctly or on time for reasons for which NXRT is not responsible. If delivery is delayed by four months or more, either party may withdraw from the license agreement. 

4.5. NXRT may use third parties to provide its services or to safeguard rights and obligations. 

4.6. If the fulfilment of NXRT’s obligations depends on the cooperation of Partner, such obligations shall only be fulfilled by NXRT if Partner has also fulfilled its duty or obligation to cooperate. 

4.7. NXRT reserves the right to adapt or change the content and functions of the License Object during the term of the license agreement without explicit notice. These measures must not disrupt the proper operation of the License Object. 

4.8. NXRT may make unrestricted use of any expertise that it acquires as a result of the collaboration with Partner. Partner is not entitled to any separate remuneration. 

5. RIGHTS AND OBLIGATIONS OF THE PARTNER 

5.1. Partner shall fulfil the obligations set out in this license agreement with the diligence of a prudent businessman. 

5.2. Partner shall exercise the license and make the best possible efforts to use and market the License Object. 

5.3. In particular, Partner is responsible for ensuring that the good reputation of the name and brand of NXRT is maintained and promoted in every way. Partner shall refrain from doing anything that could have a detrimental effect on the reputation of NXRT. This obligation applies mutatis mutandis to NXRT. 

5.4. The costs for operation, use and marketing of the License Object shall be borne by Partner. 

5.5. Partner is obliged to store, dismantle and assemble the License Object only in accordance with the information provided and to use or utilise it only in accordance with the provisions of Section 1.4 of the GTC. In the event of ambiguities, it is mandatory to consult with NXRT. 

5.6. Partner is obliged to obtain and maintain the hardware provided directly from NXRT without exception. The use of third-party hardware is prohibited unless such use is expressly authorised. 

5.7. Partner is obliged to inform end users of the License Object of the risks and conditions of use described in the safety instructions for the License Object. NXRT does not carry liability for the occurrence of nausea, dizziness or similar symptoms when using the License Object. 

5.8. Partner is not entitled to make modifications, changes, improvements or similar to the License Object or to decompile, disassemble or otherwise examine the functionality of the License Object. This shall be without prejudice to the mandatory restrictions of the legal system. 

5.9. Partner is obliged to confirm the handover of the License Object. If the License Object is to be registered via the NXRT customer portal, confirmation is provided by registering the License Object. Responsibility is transferred to Partner upon handover. Partner is entitled to possess the License Object within the scope of this license agreement. 

5.10. Defects detected at the time of handover shall not prevent the handover, provided that these defects do not interfere with the proper use of the License Object. 

6. WARRANTY AND LIABILITY 

6.1. NXRT warrants that it can freely dispose of the License Object, that there are no third-party rights to the License Object, that normal and customary functionality within the meaning of the definition of the License Object is given when used correctly, and that all information on the License Object is correct. 

6.2. Apart from the assurances mentioned under point 6.1, NXRT provides no further guarantees. Due to limitations in the resolution of VR glasses, digital objects may differ in their representation from their physical counterparts. In particular, colour deviations cannot be ruled out. 

6.3. Warranty claims under this license agreement shall lapse within 12 months of handover. The burden of proof for the existence of a defect lies with Partner. 

6.4. NXRT’s liability is excluded in cases of slight and simple gross negligence. Personal injury and claims under the Product Liability Act are excluded from the limitation of liability.  

6.5. Furthermore, NXRT accepts no liability for compensation for consequential damages, pure financial losses, loss of profit and damages arising from third-party claims. The amount of any claim is limited to the license fee in accordance with point 2.1 of the GTC. 

6.6. Claims for damages expire six months after the damage and the damaging party become known. 

6.7. NXRT assures Partner that the License Object will be functional in 80% of all cases of use. If this functional value is not met, or if NXRT is responsible for a continuous restriction in usability of more than two weeks, Partner is entitled to a reduction in the license fee for the portion of the license fee that is attributable to the affected License Object according to the offer for the duration of the restriction in use. Partner must prove the reason for the reduction. 

6.8. Partner shall bear the risk of loss and destruction of the License Object and it is agreed that Partner shall insure the License Object against all such risks.  

6.9. If Partner breaches its rights and obligations under Section 5 of the GTC or if there is any other serious breach by Partner, NXRT is entitled to demand a contractual penalty of 80% of the license fee already paid. If Partner has not yet paid the license fee, NXRT is entitled to a contractual penalty of EUR 5,000. 

6.10. NXRT grants Partner the non-exclusive, non-transferable and non-sublicensable right to use the License Object – in particular the software included and required therein – to the extent necessary for the duration of the license agreement. In addition, all elements of the platform, such as texts, images, illustrations as well as the design and structure of the License Object, the underlying software and the database remain the sole intellectual property of NXRT. The elements may not be copied, sent, made available, presented, performed, modified, translated or used by Partner beyond the necessary extent. In any case, copying parts of the License Object onto external storage media such as USB sticks or similar is prohibited. The only exceptions to this are those actions expressly authorised by NXRT.  

6.11. In the event of a breach of clause 6.10, Partner is obliged to pay a contractual penalty of EUR 10,000 to NXRT. This does not exclude the assertion of a higher claim for damages by NXRT if the actual damage exceeds the contractual penalty. 

7. SECURITY 

7.1. Partner undertakes to maintain the confidentiality of all information received in connection with the license agreement. This also applies to the period after termination of the license agreement. 

7.2. In particular, all information concerning NXRT itself, customers, suppliers and other Partners of NXRT must be kept confidential. 

7.3. If Partner breaches this confidentiality obligation, it must pay NXRT a contractual penalty of twice the flat-rate license fee per breach in accordance with Section 2.1 of the GTC. If multiple payments have been agreed, the calculated, fictitious license fee for 12 months shall serve as the basis for calculation. 

7.4. This confidentiality obligation, including the obligation to pay a contractual penalty, must be transferred to employees and any suppliers, insofar as they are not already obliged to fulfil such confidentiality obligations by law. 

8. ADVERTISING 

8.1. Partner is entitled to use trademarks, trade names and other signs of NXRT, but may only use them within the scope and for the duration of this license agreement and exclusively in the interests of NXRT in order to identify and advertise License Object. 

8.2. Partner is not authorised to market the License Object as its own product. 

8.3. NXRT is entitled to publicise the contractual relationship and to use the name of Partner and its logos to advertise the License Object. 

9. SUPPORT  

9.1. NXRT provides a service hotline during its normal business hours Monday to Friday 9.00 am to 5.00 pm (GMT +1, Berlin), with the exception of public holidays in Austria and Germany, on the telephone number +49 2234 682 953 3. Faults can also be reported via the e-mail address support@vr-expert.de, as well as in the NXRT customer portal. 

9.2. 1st level support services are provided free of charge. 2nd and 3rd level support is calculated in full hours at EUR 120 (excl. VAT) each and invoiced to Partner at the end of each month if Partner is at fault. The amount is due for payment upon receipt of the invoice.  

9.3. Any defect or malfunction of the License Object must be reported immediately by Partner to 1st level support, together with a description of the malfunction and the effects of the defect. NXRT prioritises the reports and decides how to proceed. 

9.4. NXRT will inform Partner of any necessary updates by e-mail. The updates must be carried out by Partner independently on the License Object. Upgrades that extend or improve the functions of the License Object are expressly not covered by this license agreement. These services are agreed and remunerated separately. 

9.5. If NXRT’s support services are required at the place of use, Partner is obliged to reimburse NXRT in full for the costs incurred, in particular accommodation, catering, travel, maintenance and material costs.  

9.6. Partner shall treat the License Object with the greatest possible care, observe all relevant regulations for use and use the License Object in accordance with normal business practice. In the event of non-contractual use, Partner must provide appropriate compensation. 

9.7. Minor repairs that NXRT believes can be carried out by Partner after prior instruction must be carried out by Partner. 

9.8. If the fulfilment of NXRT’s obligations depends on Partner’s cooperation, such obligations must be fulfilled by NXRT if Partner has fulfilled its duty to cooperate or obligation. NXRT will only fulfil its obligations if Partner is not in default with the fulfilment of its obligations. 

10. APPLICABLE LAW AND JURISDICTION 

10.1. Austrian law shall apply to all disputes arising from the license agreement to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and Austrian private international law. 

10.2. The contracting parties submit to the exclusive jurisdiction of the competent court in 1010 Vienna with regard to all disputes arising from or in connection with this license agreement. 

11. FINAL PROVISIONS 

11.1. NXRT may amend these GTC from time to time. Partner will be informed of the changes by email at least 14 days before the updated GTC come into force. If Partner does not object to the change within the 14-day period, it is assumed that the partner agrees to the changes. If Partner objects to the changes, the originally agreed GTC shall continue to apply. 

11.2. Should provisions of this license agreement be legally invalid or unenforceable in whole or in part or lose their legal validity or enforceability at a later date, this shall not affect the validity of the remaining provisions of this license agreement. The invalid and unenforceable provisions shall be replaced by an appropriate provision which, as far as legally possible, comes closest to what the contracting parties intended or would have intended according to the meaning and purpose of this license agreement if they had considered the point with regard to the legal invalidity or unenforceability when concluding this license agreement. This also applies to any loopholes. 

11.3. Without the consent of NXRT, Partner is not entitled to assign its rights to this contract to third parties or to transfer the License Object to other persons for a fee or free of charge. 

11.4. Any fees and charges in connection with the establishment, fulfilment and termination of this license agreement shall be borne by Partner. 

Status: April 2025